##### Table of Contents



2005
   U.S. Securities and Exchange Commission
 Washington, D.C. 20549
 FORM 40-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended:December 31, 2005
    
    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))
 98-0181584  (I.R.S. Employer Identification Number (if applicable))
 1000 rue de La Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7, (514) 397-7000  (Address and telephone number of Registrants principal executive offices)
 CT Corporation System, 111 Eighth Avenue, 13 th 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)
 None
 None
 Title of each class
 7.75% Debentures, Series EL, Due 2006
 9.50% Debentures, Series ES, Due 2010
  þ þ
  At December 31, 2005, 355,346,988 common shares and
44,000,000 Class A Preferred Shares were issued and outstanding
  o þ
  þ o




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2 PRIOR FILINGS MODIFIED AND SUPERSEDED
  ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS
 A. Annual Audited Consolidated Financial Statements
   B. Managements Discussion and Analysis
  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  AUDIT COMMITTEE FINANCIAL EXPERT




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3 CODE OF ETHICS
 www.bce.ca.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Auditors fees
  2005
    
    2004(Can. $ millions)Audit fees
    
    
    7.9
    
    
    
    6.3Audit-related fees
    
    
    1.5
    
    
    
    1.2Tax fees
    
    
    0.9
    
    
    
    1.0Other fees
    
    
    
    
    
    
    Total
    
    
    10.3
    
    
    
    8.5
 Audit fees
  Audit-related fees
 Sarbanes-Oxley Act
 Tax fees
  Other fees
  Auditor independence policy
  
    
    establishing a process for determining whether various audit and other services
provided by the external auditor affect its independence;
    
    identifying the services that the external auditor may and may not provide to Bell
Canada and its subsidiaries;
    
    pre-approving all services to be provided by the external auditor of Bell Canada and
its subsidiaries; and
    
    establishing a process outlining procedures (as part of a separate policy) when
hiring current or former personnel of the external auditor in a financial oversight role
to ensure auditor independence is maintained.




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4 
  
    
    the external auditor cannot be hired to provide any services falling within the
prohibited services category, such as bookkeeping, financial information system design
and implementation and legal services;
    
    for all audit or non-audit services falling within the permitted services category
(such as prospectus work, due diligence and non-statutory audits), a request for
approval must be submitted to the audit committee by the CFO prior to engaging the
auditors;
    
    specific permitted services however are pre-approved quarterly by the audit
committee and consequently only require approval by the CFO prior to engaging the
external auditor; and
    
    at each regularly scheduled audit committee meeting, a consolidated summary of all
fees paid to the external auditor by service type is presented. This summary includes
a breakout of fees incurred within the pre-approved amounts.
 www.bce.ca.
 
 OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  IDENTIFICATION OF THE AUDIT COMMITTEE
 Mr. R.C. Pozen and
Mr. V.L. Young.
 UNDERTAKING




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5 WEB SITE INFORMATION
  STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




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2005
  BELL CANADA




---



##### 



p. 1
 WHATS INSIDE
 ABOUT THIS ANNUAL INFORMATION FORM
    
    
    2Documents incorporated by reference
    
    
    2Trademarks
    
    
    2About forward-looking statements
    
    
    3ABOUT BELL CANADA
    
    
    3Our strategic priorities
    
    
    4Our corporate structure
    
    
    7Our directors and officers
    
    
    8Our employees
    
    
    11Our capital structure
    
    
    12Our dividend policy
    
    
    17ABOUT OUR BUSINESSES
    
    
    18OUR POLICY ON CORPORATE RESPONSIBILITY
    
    
    23BUSINESS HIGHLIGHTS
    
    
    23THE REGULATORY ENVIRONMENTWE OPERATE IN
    
    
    26Legislation that governs our business
    
    
    26Key regulatory issues
    
    
    28Consultations
    
    
    32LEGAL PROCEEDINGS WE ARE INVOLVED IN
    
    
    33ASSUMPTIONS MADE IN THE PREPARATION
OF FORWARD-LOOKING STATEMENTS
AND RISKS THAT COULD AFFECT OUR BUSINESS
AND RESULTS
    
    
    34MANAGEMENTS DISCUSSION AND ANALYSIS
    
    
    44FOR MORE INFORMATION
    
    
    44SCHEDULE
1  DIRECTORS AND EXECUTIVE
OFFICERS COMPENSATION
    
    
    45SCHEDULE
2  GLOSSARY OF TERMS
    
    
    56Bell Canada 2005 Financial InformationConsent of Independent Registered Chartered AccountantsComments by Auditors of U.S. ReadersCertifications of the CEO & CFO Pursuant to S.302 SOXCertifications of the CEO & CFO Pursuant to S.906 SOX




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p. 2
 
 ABOUT THIS ANNUAL INFORMATION FORM
  In this AIF, we , us and our mean Bell Canada, its subsidiaries and joint ventures. BCE Inc. (BCE)
is our ultimate parent company. BCE owns indirectly 100% of Bell Canada. Bell Canada Holdings Inc.
(BCH) is our parent company. BCH owns 100% of Bell Canada.
 All dollar figures are in Canadian dollars, unless stated otherwise. The information in this AIF
is as of March 1, 2006, unless stated otherwise, and except for information in documents
incorporated by reference that have a different date.
 
   DOCUMENT
    
    WHERE IT IS INCORPORATED IN THIS AIF2005
Bell Canada financial information 
Managements discussion and analysis,pages 2to 50
    
    Managements discussion and
analysis, page 44
 
   OWNER
    
    TRADEMARKAliant Inc.
    
    AliantAliant TelecomBell Canada
    
    Rings & head designBellBell CanadaBell MobilityBell WorldEmilyEspace BellGoTraxKidsmaniaSeek & FindSympaticoSympatico.ca10-4 & designBell ExpressVu Limited Partnership
    
    ExpressVuBell Mobility Inc.
    
    Mobile BrowserSolo Branding Inc.
    
    SoloSolo Mobile




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p. 3
 
  anticipate, assumption, believe, could,
expect, goal, guidance, intend, may, objective, outlook,
plan, seek, should, strive, target will
  United
States Private Securities Litigation Reform Act of 1995 Securities Act of Ontario
  unless otherwise indicated, forward-looking
statements in this AIF describe our expectations at
March 1, 2006.
 
 
 
 Assumptions made in the preparation of forward-looking
statements and risks that could affect our business and
results
 
 ABOUT BELL CANADA
  Residential Business, Aliant, Other Bell Canada
   OPERATING REVENUES (in $ millions)Residential
    
    $
    7,599Business
    
    $
    6,120Aliant
    
    $
    2,097Other Bell Canada
    
    $
    1,958Inter-segment eliminations  Bell Canada
    
    
    (524
    )Total operating revenues
    
    $
    17,250
 Residential
  Business




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p. 4
 Business
 Aliant
 Other Bell Canada
        Canada Business Corporations Act




---



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p. 5
  Service 
 Customer retention 
 Growth 
 Cost 
      
 
   
 
 
 
      
 
 
 




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p. 6
       
 
 
 
 
   
  
 
  
 
 




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p. 7
 Transforming our cost structure
  
 
 
 
    
 
 
 
     Our corporate structure
 WHERE IT IS
    
    PERCENTAGE OF VOTING SECURITIESINCORPORATED
    
    OR PARTNERSHIP INTEREST THATSUBSIDIARY
    
    OR REGISTERED
    
    BELL CANADA HELD AT DECEMBER 31, 2005 (1)Aliant
    
    Canada
    
    
    53.2
    %Bell Mobility
    
    Canada
    
    
    100
    %Bell ExpressVu (2)
    
    Ontario
    
    
    52
    %(3)
 
 (1)
    
    We do not own any outstanding non-voting securities issued by these
subsidiaries.(2)
    
    This subsidiary represents 10% or less of our total consolidated assets and 10% or
less of our total consolidated operating revenues.We have included it to provide a better understanding of our overall corporate
structure.(3)
    
    This subsidiary is indirectly wholly-owned by BCE. 52% is indirectly held by Bell
Canada.




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p. 8
 
   
 
 Directors
   DATE ELECTED ORNAME AND PROVINCE/STATE AND COUNTRY OF RESIDENCE
    
    APPOINTED TO THE BOARD
    
    CURRENT PRINCIPAL OCCUPATIONAndré Bérard, Québec, Canada
    
    January 2003
    
    Corporate directorRonald A. Brenneman, Alberta, Canada
    
    November 2003
    
    President and Chief Executive Officer and a
director, Petro-Canada
(petroleum company), since January 2000Richard J. Currie (1), Ontario, Canada
    
    May 2002
    
    Chair of the board, BCE Inc. and Bell
Canada, since April 2002Anthony S. Fell (1), Ontario, Canada
    
    January 2003
    
    Chairman of the board, RBC Dominion
Securities Limited (investment
bank), since December 1999Donna Soble Kaufman, Ontario, Canada
    
    January 2003
    
    Lawyer and corporate directorBrian M. Levitt, Québec, Canada
    
    January 2003
    
    Partner and Co-Chair, Osler, Hoskin &
Harcourt LLP (law firm), since
January 2001The Honourable Edward C. Lumley (2), Ontario, Canada
    
    April 2005
    
    Vice-Chairman, BMO Nesbitt Burns Inc.
(investment bank), since 1991Judith Maxwell, Ontario, Canada
    
    December 2000
    
    Research Fellow, Canadian Policy Research
Networks Inc. (non-profit
organization conducting research on
work, family, health, social policy and
public involvement), since February 2006John H. McArthur, Massachusetts, U.S.A.
    
    January 2003
    
    Dean Emeritus, Harvard University Graduate
School of Business
Administration since 1995Thomas C. ONeill, Ontario, Canada
    
    January 2003
    
    Chartered Accountant and corporate directorJames A. Pattison (3), British Columbia, Canada
    
    February 2005
    
    Chairman and Chief Executive Officer, The
Jim Pattison Group, since 1961Robert C. Pozen, Massachusetts, U.S.A.
    
    April 2005
    
    Chairman of the board, MFS Investment
Management (global investment
manager), since February 2004Michael J. Sabia (1), Québec, Canada
    
    July 2000
    
    President and Chief Executive Officer
(since April 2002) and a director,
BCE Inc., and Chief Executive Officer
(since May 2002) and a director, Bell CanadaPaul M. Tellier, Québec, Canada
    
    March 1996
    
    Corporate directorVictor L. Young, Newfoundland
and Labrador, Canada
    
    January 2003
    
    Corporate director
 
 (1)
    
    Was a director or executive officer of Teleglobe Inc. (Teleglobe) or certain of its
affiliates on, or during the year preceding, May 15, 2002, the date when Teleglobe and certain of
its affiliates filed for court protection under insolvency statutes in various countries, including
Canada and the United States.(2)
    
    Was a director or executive officer of Air Canada on, or during the year preceding
April 1, 2003, the date when Air Canada filed for court protection under insolvency statutes in
Canada and the United States.(3)
    
    Was a director or executive officer of Livent Inc. on, or during the year preceding
November 18 or 19, 1998, the dates when Livent Inc. and its United States subsidiaries filed for
court protection under insolvency statutes in Canada and the United States, respectively.




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P. 9
 Past occupation
  DIRECTOR
    
    PAST OCCUPATIONMr. A. Bérard
    
    Chairman of the board of National Bank of Canada (chartered bank) from March 2002 to March 2004
Chairman of the board and Chief Executive Officer of National Bank of Canada from 1990 to March 2002
and a director of
National Bank of Canada from 1985 to March 2004Mr. R.J. Currie
    
    President of George Weston Limited (food distribution, retail and production company) from 1996 to May
2002 and a director from
1975 to May 2002
President of Loblaw Companies Limited (grocery chain) from 1976 to January 2001 and a director from
1973 to May 2001Ms. J. Maxwell
    
    President of Canadian Policy Research Networks Inc. from 1995 to January 2006Mr. T.C. ONeill
    
    Chief Executive Officer of PricewaterhouseCoopers Consulting (provider of management consulting and
technology services)
from January 2002 to May 2002 and then Chairman of the board from May 2002 to October 2002
Chief Operating Officer of PricewaterhouseCoopers LLP global organization (professional services firm
in accounting, auditing, taxation
and financial advisory services) from July 2000 to January 2002
Chief Executive Officer of PricewaterhouseCoopers LLP (accounting firm) in Canada from 1998 to July 2000Mr. R.C. Pozen
    
    Visiting professor, Harvard Law School from 2002 to August 2004
Vice-chairman of the board of Fidelity Investments from June 2000 to December 2001
President and a director of Fidelity Management and Research Company (provider of financial services
and investment resources)
from 1997 to June 2001Mr. P.M. Tellier
    
    President and Chief Executive Officer and a director of Bombardier Inc. (manufacturer of business jets,
regional jets and rail
transportation equipment) from 2003 to December 2004
President, Chief Executive Officer and a director of Canadian National Railway Company from 1992 to
December 2002Mr. V.L. Young
    
    Chairman of the board and Chief Executive Officer of Fishery Products International Limited (frozen
seafood products company)
from 1984 to May 2001
 Committees of the board
  COMMITTEE
    
    MEMBERSAudit
    
    T.C. ONeill (Chair)A. BérardJ. MaxwellR.C. PozenV.L. YoungCorporate governance
    
    D. Soble Kaufman (Chair)A. BérardA.S. FellThe Honourable E.C. LumleyJ.H. McArthurManagement resources
    
    R.J. Currie (Chair)and compensation
    
    R.A. BrennemanA.S. FellJ.H. McArthurV.L. YoungPension fund
    
    R.C. Pozen (Chair)B.M. LevittJ.A. PattisonP.M. Tellier




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P. 10
 Officers
  PROVINCE ANDNAME
    
    COUNTRY OF RESIDENCE
    
    OFFICE HELD AT BELL CANADAMichael J. Sabia (1)
    
    Québec, Canada
    
    Chief Executive OfficerFrank Anderson
    
    Ontario, Canada
    
    Senior Vice-President  Systems DeliveryJ. Trevor Anderson
    
    Ontario, Canada
    
    Senior Vice President  TechnologyWilliam J. Bangert
    
    Ontario, Canada
    
    Senior Vice President  Enterprise Technology Services andBusiness DevelopmentMichael T. Boychuk (1)
    
    Québec, Canada
    
    Senior Vice President and TreasurerKaryn A. Brooks
    
    Québec, Canada
    
    Vice-President and ControllerCharlotte Burke
    
    Ontario, Canada
    
    Senior Vice-President  Consumer Internet ServicesGeorge A. Cope
    
    Ontario, Canada
    
    President and Chief Operating OfficerIsabelle Courville
    
    Québec, Canada
    
    President  EnterpriseKevin W. Crull
    
    Ontario, Canada
    
    President  Residential ServicesPeter Daniel
    
    Ontario, Canada
    
    Executive Vice-President  Communications and Corporate MarketingRenato J. Discenza
    
    Ontario, Canada
    
    Senior Vice-President  Enterprise Sales, OntarioTimothy D. Houghton
    
    Québec, Canada
    
    Chief Sourcing OfficerLeo W. Houle
    
    Québec, Canada
    
    Chief Talent OfficerSalvatore Iacono
    
    Ontario, Canada
    
    Senior Vice-President  Carrier ServicesEllen M. Malcolmson
    
    Ontario, Canada
    
    Senior Vice-President  Customer ExperienceRobert Odendaal
    
    Ontario, Canada
    
    President  Bell Mobility and Bell Distribution Inc.Patricia A. Olah
    
    Québec, Canada
    
    Corporate SecretaryPatrick Pichette (1)
    
    Québec, Canada
    
    President  OperationsBarry W. Pickford
    
    Ontario, Canada
    
    Senior Vice-President  TaxationEugene Roman
    
    Ontario, Canada
    
    Group President  Systems and TechnologyClaude Rousseau
    
    Québec, Canada
    
    Senior Vice-President  Enterprise Québec Sales andNational Government PracticeKaren H. Sheriff
    
    Ontario, Canada
    
    President  Small and Medium BusinessStephen P. Skinner (1)
    
    Québec, Canada
    
    Senior Vice-President  FinanceGary J. Smith
    
    Ontario, Canada
    
    President  Bell ExpressVuIda Teoli
    
    Québec, Canada
    
    Senior Vice-President  National MarketsMartine Turcotte
    
    Québec, Canada
    
    Chief Legal OfficerSiim A. Vanaselja
    
    Québec, Canada
    
    Chief Financial OfficerStephen G. Wetmore
    
    Ontario, Canada
    
    Group President  Corporate Performance and National MarketsMahes S. Wickramasinghe
    
    Ontario, Canada
    
    Senior Vice-President  Corporate Performance and National MarketsJon Wiese
    
    Ontario, Canada
    
    Senior Vice-President  Small and Medium Business Marketing
 
 (1)
    
    Was a director or executive officer of Teleglobe or certain of its affiliates on, or
during the year preceding May 15, 2002, the date when Teleglobe and certain of its affiliates filed
for court protection under insolvency statutes in various countries, including Canada and the
United States.




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P. 11
 Past occupation
  
 
 
 
 
 
 
 
 
 
 
 
 
   NUMBER OF EMPLOYEESAT DECEMBER 31
    
    2005
    
    2004
    
    2003Total
    
    
    55,101
    
    
    
    49,806
    
    
    
    51,369
   
 
 
  
 
 
 




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p. 12
   
  Bell Canada Securities
  Debt Securities
 WEIGHTEDAVERAGE
    
    
    
    
    
    
    AT DECEMBER 31INTEREST RATE
    
    
    MATURITY
    
    
    (IN $ MILLIONS)Debentures and notes
    
    
    7.14
    %
    
    
    2006  2054
    
    
    
    8,380Subordinated debentures
    
    
    8.21
    %
    
    
    2026  2031
    
    
    
    275Total
    
    
    
    
    
    
    
    
    
    
    8,655
  
 




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p. 13
 Share capital
   Preferred shares
  STATED CAPITALAT DECEMBER 31NUMBER OF SHARES
    
    (IN $ MILLIONS)ANNUALDIVIDEND
    
    CONVERTIBLE
    
    CONVERSION
    
    REDEMPTION
    
    REDEMPTION
    
    
    
    
    
    ISSUED ANDSERIES
    
    RATE
    
    INTO
    
    DATE
    
    DATE
    
    PRICE
    
    AUTHORIZED
    
    OUTSTANDING
    
    2005
    
    200415
    
    floating
    
    Series 16
    
    February 1, 2010
    
    At any time
    
    $
    25.50
    
    
    
    24,000,000
    
    
    
    1,914,218
    
    
    
    48
    
    
    
    40016
    
    4.40%
    
    Series 15
    
    February 1, 2010
    
    February 1, 2010
    
    $
    25.00
    
    
    
    24,000,000
    
    
    
    14,085,782
    
    
    
    352
    
    
    
    17
    
    5.25%
    
    Series 18
    
    May 1, 2006
    
    May 1, 2006
    
    $
    25.00
    
    
    
    22,000,000
    
    
    
    14,000,000
    
    
    
    350
    
    
    
    35018
    
    floating
    
    Series 17
    
    May 1, 2011
    
    At any time
    
    $
    25.50
    
    
    
    22,000,000
    
    
    
    
    
    
    
    
    
    
    
    19
    
    5.55%
    
    Series 20
    
    August 1, 2006
    
    August 1, 2006
    
    $
    25.00
    
    
    
    22,000,000
    
    
    
    14,000,000
    
    
    
    350
    
    
    
    35020
    
    floating
    
    Series 19
    
    August 1, 2011
    
    At any time
    
    $
    25.50
    
    
    
    22,000,000
    
    
    
    
    
    
    
    
    
    
    
    1,100
    
    
    
    1,100
 Voting rights
  Entitlement to dividends
    Conversion features
  Redemption features
    Liquidation, dissolution or winding up
  Common shares




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p. 14
  2005
    
    
    2004NUMBER
    
    
    STATED CAPITAL
    
    
    NUMBER
    
    
    STATED CAPITALOF SHARES
    
    
    (IN $ MILLIONS)
    
    
    OF SHARES
    
    
    (IN $ MILLIONS)Outstanding, beginning of year
    
    
    355,346,988
    
    
    
    7,689
    
    
    
    355,346,988
    
    
    
    7,602Shares purchased for cancellation (a)
    
    
    
    
    
    
    
    
    
    
    (355,346,988
    )
    
    
    (7,602
    )Shares issued (a)
    
    
    
    
    
    
    
    
    
    
    355,346,988
    
    
    
    7,256Transfer from contributed surplus (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    433Outstanding, end of year
    
    
    355,346,988
    
    
    
    7,689
    
    
    
    355,346,988
    
    
    
    7,689
 
 (a)
    
    In August of 2004, Bell Canada transferred its investment in Manitoba Telecom
Services Inc. (MTS) to BCE Inc. as part of a corporate reorganization which included the exchange
by BCH of all of the 355,346,988 common shares with a carrying value of $7,602 million for
consideration including 355,346,988 new common shares with a carrying value of $7,256 million. The
net result of the corporate reorganization was a decrease in other long-term assets of $327 million
and common shares of $346 million, representing the carrying value of the investment in MTS and an
adjustment to retained earnings for the difference. These transactions were carried out so BCE Inc.
could use capital loss carryforwards to shelter the gain on the sale of the MTS shares.(b)
    
    In December of 2004, BCE made a capital contribution of $433 million to BCH. BCH
invested the $433 million in Bell Canadas contributed surplus. Bell Canada subsequently
transferred this amount from contributed surplus to share capital. Contributed surplus
 (in $ millions)
    
    2005
    
    
    2004Balance, beginning of year
    
    
    528
    
    
    
    512Capital contribution by BCH
    
    
    
    
    
    
    433Transfer to common shares
    
    
    
    
    
    
    (433
    )Compensation cost for stock options
    
    
    10
    
    
    
    16Balance, end of year
    
    
    538
    
    
    
    528
 see The regulatory
environment we operate in  Legislation that governs our
business
 Ratings for Bell Canada securities
   
 
  
 
    Commercial paper and extendible commercial notes
  HIGHEST QUALITY
    
    
    LOWEST QUALITYOF SECURITIES RATED
    
    
    OF SECURITIES RATEDDBRS
    
    R-1 (high)
    
    
    DS&P
    
    A-1 (high)
    
    
    DMoodys
    
    
    P-1
    
    
    
    P-3




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p. 15
  SHORT-TERM DEBTCREDIT RATINGDBRS
    
    R-1 (low)S&P
    
    A-1 (low)Moodys
    
    P-2
  
 
 
   Long-term debt
  HIGHEST QUALITY
    
    
    LOWEST QUALITYOF SECURITIES RATED
    
    
    OF SECURITIES RATEDDBRS
    
    AAA
    
    
    DS&P
    
    AAA
    
    
    DMoodys
    
    Aaa
    
    
    CFitch
    
    AAA
    
    
    D
   
 
 
 
 
 
 
   Unsecured Senior Debentures and Medium Term Notes
  UNSECURED LONG-TERMDEBT CREDIT RATINGDBRS
    
    
    AS&P
    
    
    A-Moodys
    
    
    A3Fitch
    
    BBB+
  
 




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p. 16
   Subordinated debt
  SUBORDINATED DEBTDBRS
    
    BBB (high)S&P
    
    BBB+Moodys
    
    Baa1Fitch
    
    BBB
  
 
    Preferred Shares
  HIGHEST QUALITY

    LOWEST QUALITYOF SECURITIES RATED

    OF SECURITIES RATEDDBRS
    Pfd-1 (high)
    
    DS&P
    P-1 (high)
    
    D
    PREFERRED SHARESDBRS
    
    Pfd-2S&P
    
    P-2
  
 




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p. 17
 Trading of Bell Canada Securities
  Bell Canada Preferred shares  Series 15
 VOLUME2005
    
    HIGH
    
    
    LOW
    
    
    TRADEDDecember
    
    $
    25.600
    
    
    $
    25.000
    
    
    
    9,951November
    
    $
    25.600
    
    
    $
    24.660
    
    
    
    6,275October
    
    $
    25.600
    
    
    $
    25.230
    
    
    
    6,180September
    
    $
    25.300
    
    
    $
    25.280
    
    
    
    5,674August
    
    $
    25.450
    
    
    $
    25.250
    
    
    
    4,320July
    
    $
    25.250
    
    
    $
    25.150
    
    
    
    36,520June
    
    $
    25.900
    
    
    $
    25.000
    
    
    
    38,850May
    
    $
    26.150
    
    
    $
    25.000
    
    
    
    14,380April
    
    $
    25.600
    
    
    $
    25.000
    
    
    
    11,000March
    
    $
    25.650
    
    
    $
    25.000
    
    
    
    41,003February
    
    $
    25.650
    
    
    $
    25.060
    
    
    
    29,421January
    
    $
    25.400
    
    
    $
    24.550
    
    
    
    450,252
 Bell
Canada Preferred shares  Series 16
 VOLUME2005
    
    HIGH
    
    
    LOW
    
    
    TRADEDDecember
    
    $
    27.000
    
    
    $
    25.400
    
    
    
    20,784November
    
    $
    26.340
    
    
    $
    25.000
    
    
    
    15,345October
    
    $
    26.990
    
    
    $
    24.750
    
    
    
    23,894September
    
    $
    27.030
    
    
    $
    26.000
    
    
    
    22,452August
    
    $
    26.700
    
    
    $
    25.950
    
    
    
    110,080July
    
    $
    26.400
    
    
    $
    26.150
    
    
    
    96,725June
    
    $
    26.740
    
    
    $
    26.030
    
    
    
    17,308May
    
    $
    26.400
    
    
    $
    25.010
    
    
    
    18,321April
    
    $
    26.250
    
    
    $
    25.500
    
    
    
    23,157March
    
    $
    26.480
    
    
    $
    25.900
    
    
    
    73,433February
    
    $
    26.500
    
    
    $
    25.750
    
    
    
    865,956January
    
    $
    26.250
    
    
    $
    25.300
    
    
    
    29,850
 Bell Canada Preferred shares  Series 17
 VOLUME2005
    
    HIGH
    
    
    LOW
    
    
    TRADEDDecember
    
    $
    25.800
    
    
    $
    25.200
    
    
    
    60,868November
    
    $
    25.720
    
    
    $
    25.050
    
    
    
    68,298October
    
    $
    25.550
    
    
    $
    25.030
    
    
    
    42,247September
    
    $
    25.800
    
    
    $
    25.250
    
    
    
    53,628August
    
    $
    26.000
    
    
    $
    25.250
    
    
    
    85,300July
    
    $
    25.680
    
    
    $
    25.000
    
    
    
    29,332June
    
    $
    26.000
    
    
    $
    25.500
    
    
    
    33,365May
    
    $
    25.850
    
    
    $
    25.450
    
    
    
    23,988April
    
    $
    25.900
    
    
    $
    25.400
    
    
    
    38,226March
    
    $
    26.000
    
    
    $
    25.400
    
    
    
    75,200February
    
    $
    26.250
    
    
    $
    25.660
    
    
    
    290,220January
    
    $
    26.250
    
    
    $
    25.400
    
    
    
    78,234
 Bell Canada Preferred shares  Series 19
 VOLUME2005
    
    HIGH
    
    
    LOW
    
    
    TRADEDDecember
    
    $
    26.200
    
    
    $
    25.330
    
    
    
    81,009November
    
    $
    25.750
    
    
    $
    25.270
    
    
    
    63,952October
    
    $
    26.350
    
    
    $
    25.270
    
    
    
    47,293September
    
    $
    26.490
    
    
    $
    25.460
    
    
    
    59,111August
    
    $
    26.470
    
    
    $
    25.210
    
    
    
    59,457July
    
    $
    26.100
    
    
    $
    25.300
    
    
    
    69,889June
    
    $
    26.200
    
    
    $
    25.500
    
    
    
    156,216May
    
    $
    26.250
    
    
    $
    25.600
    
    
    
    37,426April
    
    $
    26.240
    
    
    $
    25.410
    
    
    
    47,341March
    
    $
    26.660
    
    
    $
    26.000
    
    
    
    58,316February
    
    $
    26.850
    
    
    $
    26.250
    
    
    
    97,445January
    
    $
    26.850
    
    
    $
    25.360
    
    
    
    349,685
 
    2005
    
    
    2004
    
    
    2003Common
    
    $
    4.62291
    
    
    $
    4.14282
    
    
    $
    5.68953Preferred shares- Series 15
    
    $
    0.80885
    
    
    $
    1.375
    
    
    $
    1.375- Series 16
    
    $
    1.10
    
    
    
    
    
    
    
    - Series 17
    
    $
    1.31252
    
    
    $
    1.31252
    
    
    $
    1.31252- Series 19
    
    $
    1.38752
    
    
    $
    1.38752
    
    
    $
    1.38752




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p. 18
 
 ABOUT OUR BUSINESSES
 Residential Consumer Business, Aliant, Other Bell Canada.
    
 
 
 
 
 
 Local and access services
   
 
 
 
   Long distance services
   Wireless services
    
 
 




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##### Table of Contents



p. 19
 Data services
      Video services
   direct-to-home (DTH) satellite 
  very high bit rate DSL (VDSL) 
  hybrid fibre co-axial cable 
   Terminal Sales and Other
  
 
 
 




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##### Table of Contents



20
 Wholesale business
  Marketing and distribution channels
  
 
 
 
        Networks
 Our
strategic priorities Business Highlights  2003 Highlights
   
 
 
 




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##### Table of Contents



p. 21
       Competition
   The regulatory environment we operate in
  Wireline
  
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 




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##### Table of Contents



p. 22
      Wireless
   
 
  Internet access
    
 
 
 
  Video
  The regulatory environment we operate in 
Broadcasting Act
  
 
 
 
 




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##### Table of Contents



p. 23
 Wholesale
   
 OUR POLICY ON CORPORATE RESPONSIBILITY
  
 
 
 
       
 
  
 BUSINESS HIGHLIGHTS
   Key Acquisitions and Dispositions
 Acquisition of Nexxlink Technologies Inc. (Nexxlink)




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##### Table of Contents



p. 24
 Acquisition of Entourage
 About Bell Canada  Our employees
 Alliance with Clearwire Corporation (Clearwire)
    Acquisition of Cable VDN Inc. (Cable VDN) residential assets
  Alliance with Rogers to build nationwide wireless broadband network
  Formation of regional telecommunications service provider




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##### Table of Contents



p. 25
 Key Developments
 Introduction of Bell Digital Voice
  Other Developments
 Labour Agreements
 For information with respect to labour agreements
entered into in 2005 see About Bell Canada  Our
employees .
   
 
 
 
 
 
 
 
 
 




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##### Table of Contents



p. 26
 
 
 
   
 
 
 
 
 
 
 
  
 THE REGULATORY ENVIRONMENT WE OPERATE IN




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p.27
  Telecommunications Act
 Bell Canada Act
 Bell Canada Act
 Telecommunications Act
 Telecommunications Act
 Telecommunications Act Telecommunications
Act
 Telecommunications Act
 
  2 3
 
 
 Broadcasting Act
 Broadcasting Act Broadcasting Act
 
 
  
 
 
  2 3 2 3




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##### Table of Contents



p. 28
   Radiocommunication Act
 Radiocommunication Act
 
 
  
 
 
 
 Radiocommunication Regulations Telecommunications Act
 Radiocommunication Act R. v. DArgy and Theriault Canadian Charter of Rights and Freedoms (Charter) Radiocommunication Act
 
   Second price cap decision
  
 
 
 
 
    
 




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##### Table of Contents



p. 29
 
   Forbearance from regulation of local exchange services
 Competitor Digital Network Service
     Retail quality of service indicators
 About Bell Canada  our employees force majeure




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##### Table of Contents



p. 30
 Decision on incumbent affiliates
  
 
 
   Application seeking consistent regulation
and regulation for VoIP




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##### Table of Contents



p. 31
 Winback Rules
 Charter Charter
 Forbearance from regulation of local exchange services
  Price floor safeguards for retail services
   Application to Change Bundling Rules
   Wireless Number Portability
 Implementation of Wireless Number
Portability
 Regulatory issues related to the implementation of
wireless number portability




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##### Table of Contents



p. 32
 Access to Bell Canada Loops For Competitor Local
Exchange Carriers Customers Served Via Remotes
 CRTC
Telecommunications Rules of Procedure
  
   Foreign ownership review
 Telecommunications Act
  
  Our cultural sovereignty
 
 Licences and changes to wireless regulation
 Radiocommunication Act
   Lawful access consultation




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##### Table of Contents



p. 33
   
 LEGAL PROCEEDINGS WE ARE INVOLVED IN
   Class Actions Act
 Competition Act
      Class Proceedings Act, 1992
 Criminal Code




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##### Table of Contents



p. 34
           
 ASSUMPTIONS MADE IN THE PREPARATION OF
FORWARD-LOOKING STATEMENTS AND RISKS THAT COULD
AFFECT OUR BUSINESS AND RESULTS
      Assumptions about the Canadian economy
 
 
 
 Market assumptions
 
 
 




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##### Table of Contents



p. 35
 
 
 
 Operational and financial assumptions
 Subscribers and services
 
 
 Financial
 
 
 
 
 
 Assumptions about transactions
 
 RISKS THAT COULD AFFECT OUR BUSINESS
   Our strategic priorities Our strategic priorities
  
 




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##### Table of Contents



p. 36
  Wireline and long distance
      Internet access
   Wireless
  Video




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##### Table of Contents



p. 37
              
 
 
 




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##### Table of Contents



p. 38
   
 
 
         Legal proceedings
we are involved in.
 The regulatory environment we operate in
      [450]
  
 




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##### Table of Contents



p. 39
           
 
 
 
 
 
 
 
    
 
 
 
 




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##### Table of Contents



p. 40
 RISKS
THAT COULD AFFECT CERTAIN
BELL CANADA COMPANIES
  Decisions of regulatory agencies
 The regulatory environment we operate in.
 Second Price Cap decision
     
 
   Competitor Digital Network Service
   
 
 Retail quality of service indicators
  force majeure




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##### Table of Contents



p. 41
 Decision of VoIP Regulation
    
 
 
 
 
   Forbearance from regulation of local exchange services
  Price floor safeguards for retail services
   Application to change bundling rules
    
 




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##### Table of Contents



p. 42
 Bell Canada proposals to Telecom Policy Review Panel
     Access to Bell Canada loops for Competitor Local
Exchange Carriers customers served via remotes
   Wireless number portability
  Regulatory issues related to the implementation of
wireless
number portability
 Licences and changes to wireless regulation




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##### Table of Contents



p. 43
 Revenue from major customers
  Competition Bureaus investigation concerning system access fees
   Competition Act
 Potential legislation restricting in vehicle use of cellphones
  Health concerns about radio frequency emissions
  Bell ExpressVu
  Risks that could affect
certain BCE group companies  Telesat
    R.
v. DArgy and Theriault (DArgy Case) Radiocommuni-cation Act Charter DArgy
Case




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##### Table of Contents



p. 44
 Radiocommunication Act DArgy Case
 
 MANAGEMENTS DISCUSSION AND ANALYSIS
  
 FOR MORE INFORMATION
   
 
 
 
             Shareholder inquiries
    
    1-800-561-0934Investor relations
    
    1-800-339-6353




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##### Table of Contents



p. 45
 
 SCHEDULE 1  DIRECTORS AND EXECUTIVE OFFICERS COMPENSATION
 REPORT OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE
   REPORT ON DIRECTORS COMPENSATION
      REPORT ON EXECUTIVE COMPENSATION
    
 
 
 
  Change to the
compensation policy for 2006 and in the future.
   
 
 
 
  Pension arrangements




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##### Table of Contents



p. 46
   Mid-term incentive plan Long-term incentives
   Summary executive compensation table
 Base salary
  Annual short-term incentive awards
   (1)
  (2)
  (3)
       
 (1)
    
    The term EBITDA (earnings before interest, taxes, depreciation and amortization)
does not have any standardized meaning prescribed by Canadian generally accepted accounting
principles (GAAP) and is therefore unlikely to be comparable to similar measures presented by other
issuers. We define it as operating revenues less operating expenses, which means it represents
operating income before amortization expense, net benefit plans credit (cost) and restructuring and
other charges. EBITDA should not be confused with net cash flows from operating activities. The
most comparable Canadian GAAP earnings measure is operating income.(2)
    
    Represents the total value of products and services sold.(3)
    
    For 2005, Bell Canada determined a Customer Loyalty Measurement (CLM) by conducting
telephone interviews and using operational measures every month with customers of all its business
units. The CLM includes a short-term and a long-term component which have a 60% and a 40%
weighting, respectively. In order to determine Bell Canadas performance on the short-term
component, operational measures were used in combination with transactional surveys where
customers, after having interacted with Bell Canada, were asked to evaluate the service received.
With respect to the long-term component, customers evaluated their likelihood to stay with Bell.
Evaluations of both components were done using 10 point scale surveys ranging from high (10) to low (1).




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##### Table of Contents



p. 47
 Deferred share unit plan
 Share ownership requirements.
 Mid-term incentive plan
      Share ownership
requirements
 Summary executive compensation
table.
  Stock options




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##### Table of Contents



p. 48
 Stock options. Change of control.
     Change of control of BCE
  
 
 
 
  Change of control or partial change of control of
Bell Canada or a designated entity
  
 
   
 
  Termination clauses




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##### Table of Contents



p. 49
    Deferred share unit plan
    Share ownership requirements
     
 
  (1)
 
    Deferred share unit plan
  Summary executive
compensation table,
  Long-term incentives,
  Mid-term incentive plan.
    
 (1)
    
    Except Mr. Wetmore, who has a target of 400% given his level of
responsibilities.




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##### Table of Contents



p. 50
         Report presented March 1, 2006 by:
 R.J. Currie, Chair
R.A. Brenneman
A.S. Fell
J.H. McArthur
V.L. Young




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##### Table of Contents



p. 51
 SERPs
   
 
 
     Estimated annual pension benefits
   Pension benefits for named executive officers
         
 
  
 
   
  




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p. 52
 




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##### Table of Contents



p. 53
 Table S.1 Summary executive compensation table
 LONG-TERM COMPENSATIONSECURITIES
    
    
    SHARES OR
    
    
    LONG-TERMANNUAL COMPENSATION
    
    
    UNDER
    
    
    UNITS SUBJECT
    
    
    INCENTIVEOTHER ANNUAL
    
    
    OPTIONS OR
    
    
    TO RESALE
    
    
    PLAN (LTIP)
    
    
    ALL OTHERNAME AND
    
    
    
    
    
    
    
    
    
    
    COMPENSATION
    
    
    (SARS) GRANTED
    
    
    RESTRICTIONS
    
    
    PAYOUTS
    
    
    COMPENSATIONPRINCIPAL POSITION
    
    
    
    
    
    SALARY
    
    
    BONUS
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    ($)(1)
    
    YEAR
    
    
    ($)
    
    
    ($)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    (5)
    
    
    (6)Stephen G. Wetmore
    
    
    2005
    
    
    
    695,237
    
    
    
    945,000
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    1,202,033
    
    
    
    56,978Group President  Corporate
    
    
    2004
    
    
    
    617,000
    
    
    
    355,000
    
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    
    
    
    
    66,755Performance and National
Markets, BCE and Bell
Canada
    
    
    2003
    
    
    
    614,167
    
    
    
    231,400
    
    
    
    
    
    
    
    181,860
    
    
    
    
    
    
    
    494,800
    
    
    
    497,511Patrick Pichette
    
    
    2005
    
    
    
    633,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,579 deferred
    
    
    1,302,187
    
    
    
    45,168President  Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    share units basedBell Canada
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    on       $477,8002004
    
    
    
    478,000
    
    
    
    219,050
    
    
    
    
    
    
    
    120,000
    
    
    7,561 deferred
    
    
    
    
    
    
    27,286share units basedon                   $219,0502003
    
    
    
    438,000
    
    
    
    197,100
    
    
    
    
    
    
    
    107,583
    
    
    6,914 deferred
    
    
    
    
    
    
    11,350share units basedon       $206,200Karen Sheriff
    
    
    2005
    
    
    
    591,667
    
    
    
    472,500
    
    
    
    66,860
    
    
    
    
    
    
    
    

    
    
    1,202,033
    
    
    
    178,473President  Small and
    
    
    2004
    
    
    
    550,000
    
    
    
    243,440
    
    
    
    62,758
    
    
    
    110,000
    
    
    2,100 deferred
    
    
    
    
    
    
    166,415Medium Business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    share units basedBell Canada
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    on                               $60,8602003
    
    
    
    506,667
    
    
    
    181,500
    
    
    
    53,181
    
    
    
    132,637
    
    
    12,726 deferred
    
    
    
    
    
    
    143,068share units basedon                              $379,500
 (1)
    
    MR. WETMORE was appointed Vice-Chairman, Corporate of Bell Canada on March 1, 2002
and also Executive Vice-President of BCE on May 2, 2002. On June 1, 2003, he was appointed
Executive Vice-President of Bell Canada while maintaining his responsibilities at BCE. In addition
to his role at BCE, he became Group President  National Markets of Bell Canada on November 10,
2003. On October 19, 2005, Mr. WETMORE was appointed Group President  Corporate Performance and
National Markets of BCE and Bell Canada. Prior to March 1, 2002, he was President and Chief
Executive Officer of Aliant, a subsidiary of Bell Canada. We paid his 2005 total compensation, but
charged 50% of it to BCE for services provided to BCE.MR. PICHETTE was appointed Chief Financial Officer of Bell Canada on September 25, 2002. He was
appointed Executive Vice-President of Bell Canada on December 1, 2003. On November 1, 2004, he was
appointed President  Operations, Bell Canada.MRS. SHERIFF was appointed on secondment from SBC/Ameritech, Senior Vice-President  Product
Management and Product Development of Bell Canada on May 31, 1999 and Chief Marketing Officer on
January 26, 2000. She was hired by Bell Canada on June 16, 2001 as Chief Marketing Officer. On June
1, 2003, she was appointed President  Small and Medium Business.The main terms of their employment with Bell Canada are described under Pension arrangementsand
Termination and other employment arrangements.(2)
    
    This column does not include an amount for perquisites and other personal benefits
if they total less than $50,000 or 10% of the total of the annual salary and bonus, which is the
disclosure threshold set by the laws that apply to us. Other types of annual compensation are
disclosed in this column, as described below.For MRS. SHERIFF, Other annual compensation consists of perquisites which includes an amount of
$40,310, $42,050 and $38,238 for 2005, 2004 and 2003, respectively, to cover tuition fees for her
children during a 5-year period ending June 2006 related to her transition from AT&T/SBC to Bell
Canada.(3)
    
    Further to MR. WETMOREs appointment as Group President  Corporate Performance and
National Markets of BCE and Bell Canada, he received a grant of 200,000 options in 2005 which will
vest at 100% on November 7, 2008.No other options were granted in 2005 as all executive officers received a grant of 2004-2006
Front-loaded options in 2004 for the 3-year performance period ending December 31, 2006. Please see
Management Resources and Compensation Committee (MRCC) Report  Long-term incentivesand tables S.2
and S.3 for details.We do not grant freestanding stock appreciation rights (SARs) under BCEs stock option plans.(4)
    
    DSUs have the same value as BCE common shares. The number of DSUs awarded was
calculated using the closing price of BCE common shares on the TSX on the day preceding the
effective date
(3rd business day following the date the award is approved by the BCE
board). The dollar amount included in this table is the pre-tax value of the DSUs on the day the
award was effective. This column includes DSUs granted as payment of the annual short-term
incentive award. For 2003, this column also includes DSUs granted as payments made under the
two-year capital efficiency incentive plan of Bell Canada for MR. PICHETTE and MRS. SHERIFF. The
two-year capital efficiency incentive plan expired in 2003. For more information on this plan,
please see BCEs 2004 management proxy circular filed with Canadian securities regulatory
authorities. Additional DSUs are credited to each named executive officers account on each BCE
common share on the dividend payment date. The number of DSUs is calculated using the same rate as
the dividends paid on BCE common shares. Please see MRCC Report  Deferred share unit planfor
details. RSUs are not included in this column. See MRCC Report Mid-term incentive planfor further
details.




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##### Table of Contents



p. 54
  AT DECEMBER 31, 2005NAME
    
    TOTAL NUMBER OF DSUS HELD
    
    
    TOTAL VALUE $Stephen G. Wetmore
    
    
    
    
    
    
    Patrick Pichette
    
    
    19,533
    
    
    
    544,379Karen Sheriff
    
    
    31,147
    
    
    
    868,067
 (5)
    
    For 2005, this consists of amounts payable under the Restricted share unit (RSU)
plan related to the RSUs granted in February 2004 for the 2-year performance period ending December
31, 2005 (2004-2005 RSUs). The vesting of the 2004-2005 grant of RSUs was based on reaching
operating objectives directly aligned to strategic goals for each of the core business units of
Bell Canada. The 2004-2005 RSUs became fully vested on January 31, 2006 when the BCE board
confirmed the achievement of all strategic operational objectives. The value was determined on the
day the RSUs became vested i.e., January 31, 2006, based on a BCE share price of $27.38 (the day
preceding the vesting date).For 2003, this includes amounts payable under the two-year capital efficiency incentive plan of
Bell Canada for MR. WETMORE. The two-year capital efficiency incentive plan expired in 2003. For
more information on this plan, please see BCEs 2004 management proxy circular filed with Canadian
securities regulatory authorities.(6)
    
    For all the named executive officers, amounts in this column include company
contributions under the BCE employees savings plan.Under the BCE employees savings plan, when employees, including executive officers, elect to
contribute up to 6% of their base salary, short-term incentive awards and/or, for 2003, payment
under the two-year capital efficiency incentive plan to buy BCE common shares, BCE or Bell Canada
contributes $1 for every $3 that the employee contributes.This column also includes payments for life insurance premiums for
all of the named executive officers.For MR. WETMORE, it also
includes: $17,000 for premiums paid in 2005 for an additional life insurance policy $350,608 paid in 2003 by Aliant as retention bonus awarded
when Aliant was formed in May 1999 $102,184 that Bell
Canada paid in 2003 as a relocation allowanceFor MRS. SHERIFF, it also includes an amount of $120,000 per year payable until June 2006 as a
special allowance to assist with her transition from AT&T/SBC to Bell Canada. In 2004 and 2005,
this also includes the value of additional DSUs credited in lieu of dividends on BCE common
shares represented by DSUs, except for MR. WETMORE who does not participate in the DSU plan. For
2004 and 2005 respectively, this represents an amount of $11,062 and $22,290 for MR. PICHETTE and
$28,648 and $38,501 for MRS. SHERIFF. Table S.2 Option/SAR grants during the most recently completed financial year
 MARKET VALUE OFSECURITIES% OF TOTAL OPTIONS/
    
    
    
    
    
    
    UNDERLYINGSECURITIES UNDER
    
    
    SARS GRANTED TO
    
    
    
    
    
    
    OPTIONS/SARS ON THEOPTIONS/SARS
    
    
    EMPLOYEES IN
    
    
    EXERCISE OR BASE
    
    
    DATE OF THEGRANTED (#)
    
    
    FINANCIAL YEAR
    
    
    PRICE ($/SECURITY)
    
    
    GRANT ($/SECURITY)
    
    
    EXPIRATIONNAME
    
    (1)(2)
    
    
    (2)
    
    
    (3)
    
    
    (3)
    
    
    DATEStephen G. Wetmore (4)
    
    
    200,000
    
    
    
    13.5
    %
    
    $
    27.82
    
    
    $
    27.82
    
    
    Nov. 6, 2011Patrick Pichette
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Karen Sheriff
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    All of the executive officers received a grant of Front-loaded options in February
2004 for the three-year period ending on December 31, 2006 (2004-2006 Front-loaded options). The
vesting of the 2004-2006 Front-loaded options is based on the BCE total shareholder return (BCE
TSR) meeting or exceeding the median total shareholder return (median TSR) of a group of 12
Canadian and U.S. publicly traded telecommunications companies. The performance was evaluated at
the end of 2005 and will be evaluated again at the end of 2006: At the end of 2005 (end of second year of the performance period)On January 31, 2006, the BCE board confirmed that the BCE TSR did not meet the median TSR for
the two-year period ending December 31, 2005. As a result, none of the 2004-2006 Front-loaded
options vested on January 31, 2006. 50% of the 2004-2006 Front-loaded options were to vest if
the two-year BCE TSR met or exceeded the two-year median TSR. Each TSR was calculated over the
same two-year period i.e., from January 1, 2004 to December 31, 2005. There is however an
opportunity for all of these options to vest at the end of 2006 depending on the results of the
BCE TSR for the three-year period ending December 31, 2006. At the end of 2006 (end of third year of the performance period)100% of the 2004-2006 Front-loaded options will vest if the three-year BCE TSR meets or exceeds
the three-year median TSR. Each TSR will be calculated over the same three-year period i.e.,
from January 1, 2004 to December 31, 2006.Each option granted under one of the BCE stock option plans covers one common share of BCE. No
rights to SCPs were attached to options granted in 2005. Please see
MRCC Report  Long-term incentivesfor details.(2)
    
    These numbers represent stock options. No freestanding SARs are granted.(3)
    
    The exercise price of the stock options in this table is equal to the closing price
of the common shares of BCE on the TSX on the day before the grant was effective.(4)
    
    Time-vesting options granted as a result of MR. WETMOREs appointment as Group President 
Corporate Performance and National Markets of BCE and Bell Canada on October 19, 2005. These stock
options will vest at 100% on November 7, 2008.




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p. 55
  Table S.3 Aggregated option/SAR exercises during the most recently completed financial year
and financial year-end option/SAR values
 VALUE OF UNEXERCISEDSECURITIES
    
    
    AGGREGATE
    
    
    
    
    
    
    UNEXERCISED
    
    
    
    
    
    
    IN-THE-MONEYACQUIRED
    
    
    VALUE
    
    
    
    
    
    
    OPTIONS/SARS AT
    
    
    
    
    
    
    OPTIONS / SARS ATON
    
    
    REALIZED
    
    
    
    
    
    
    DECEMBER 31, 2005
    
    
    
    
    
    
    DECEMBER 31, 2005EXERCISE
    
    
    ($)
    
    
    
    
    
    
    (#)
    
    
    
    
    
    
    ($)NAME
    
    (#)
    
    
    (1)
    
    
    
    
    
    
    (2)
    
    
    
    
    
    
    (2)(3)EXERCISABLE
    
    
    UNEXERCISABLE
    
    
    EXERCISABLE
    
    
    UNEXERCISABLEStephen G. Wetmore
    
    BCE
    
    
    
    
    
    
    
    
    353,430
    
    
    
    533,430
    
    
    
    306,450
    
    
    
    214,300Stephen G.
Wetmore
    
    Aliant (4)
    
    
    
    
    
    
    
    
    254,351
    
    
    
    
    
    
    
    108,281
    
    
    
    Patrick Pichette
    
    BCE
    
    
    
    
    
    
    
    
    305,403
    
    
    
    215,997
    
    
    
    
    
    
    
    Karen Sheriff
    
    BCE
    
    
    
    
    
    
    
    
    235,240
    
    
    
    205,960
    
    
    
    
    
    
    
    
 (1)
    
    The total value realized is calculated using the closing price of a board lot of
common shares of BCE or Aliant, whichever applies, on the TSX on the day the options were exercised
less the exercise price. It does not include SCPs. These appear under Other annual compensation
in the Summary executive compensation table. Please see MRCC Report  Long-term incentivesfor more
information.(2)
    
    These numbers relate only to stock options. No freestanding SARs are granted.(3)
    
    An option is in-the-money when it can be exercised at a profit. This happens when
the market value of the shares is higher than the price at which they
may be exercised. The value of unexercised in-the-money options is calculated using the closing price of a board
lot of common shares of BCE or Aliant, whichever applies, on the TSX on December 31, 2005, less
the exercise price of those options.(4)
    
    Aliant has a stock option plan that is almost the same as BCEs, except that the
options vest at 33 1/3% a year for three years from the day of the grant. As President and Chief
Executive Officer, MR. WETMORE participated in Aliants stock option plan until the end of February
2002 and still had outstanding options in that plan as of the end of 2005. Table S.4 Pension plan table
 PENSIONABLE
    
    YEARS OF PENSIONABLE SERVICEEARNINGS($)
    
    20 YEARS
    
    
    30 YEARS
    
    
    40 YEARS
    
    
    50 YEARS500,000
    
    
    164,200
    
    
    
    244,900
    
    
    
    317,200
    
    
    
    350,000900,000
    
    
    300,200
    
    
    
    447,700
    
    
    
    580,000
    
    
    
    630,0001,300,000
    
    
    436,200
    
    
    
    650,500
    
    
    
    842,800
    
    
    
    910,0001,700,000
    
    
    572,200
    
    
    
    853,300
    
    
    
    1,105,600
    
    
    
    1,190,0002,100,000
    
    
    708,200
    
    
    
    1,056,100
    
    
    
    1,368,400
    
    
    
    1,470,0002,500,000
    
    
    844,200
    
    
    
    1,258,900
    
    
    
    1,631,200
    
    
    
    1,750,0002,900,000
    
    
    980,200
    
    
    
    1,461,700
    
    
    
    1,894,000
    
    
    
    2,030,0003,300,000
    
    
    1,116,200
    
    
    
    1,664,500
    
    
    
    2,156,800
    
    
    
    2,310,0003,700,000
    
    
    1,252,200
    
    
    
    1,867,300
    
    
    
    2,419,600
    
    
    
    2,590,000
 Table S.5 Estimated annual benefits
 EXECUTIVE
    
    AGE AT EARLIEST ELIGIBILITY DATE
    
    
    ESTIMATED ANNUAL BENEFITStephen G. Wetmore
    
    
    55
    
    
    $
    285,400Patrick Pichette
    
    
    55
    
    
    $
    260,900Karen Sheriff
    
    
    60
    
    
    $
    343,000




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p. 56
 
 SCHEDULE 2  GLOSSARY OF TERMS
 1xRTTmeans single carrier radio transmission technology;3Gmeans third generation;360networksmeans 360networks Corporation;AIFmeans this Annual Information Form;Aliantmeans Aliant Inc.;Aliant Telecommeans Aliant Telecom Inc.;AMPsmeans Administrative Monetary Penalties;ATMmeans asynchronous transfer mode;BCEmeans BCE Inc.;BCHmeans Bell Canada Holdings Inc.;BDImeans Bell Distribution Inc.;BDUsmeans broadcasting distribution undertakings;Bell ExpressVumeans Bell ExpressVu Limited Partnership;Bell Mobilitymeans Bell Mobility Inc.;Cable VDNmeans Cable VDN Inc.;Call-Netmeans Call-Net Enterprises Inc.;CATUmeans the Council of Atlantic Telecommunication Unions;CDNmeans competitor digital network;CEPmeans the Communications, Energy and Paperworkers Union of Canada;Chartermeans the Canadian Charter of Rights and Freedoms;CIBC Mellonmeans CIBC Mellon Trust Company;CIDAmeans Canadian International Development Agency;CIRBmeans the Canada Industrial Relations Board;Ciscomeans Cisco Systems Canada;CLECmeans competitive local exchange carrier;Clearwiremeans Clearwire Corporation;Cogecomeans Cogeco Cable Inc.;Computersharemeans Computershare Trust Company of Canada;CRTCmeans the Canadian Radio-television and Telecommunications Commission;CSAsmeans customer-specific arrangements;CTEAmeans the Canadian Telecommunications Employees Association;DBRSmeans Dominion Bond Rating Service Limited;Demand Lettermeans letter of demand dated January 30, 2006 from the
Independent Communication Dealer Association of Canada and its Bell independent dealers;DSLmeans digital subscriber line;DTHmeans direct-to-home;Eastlinkmeans Eastlink Communications;Enterprisemeans large enterprise;Entouragemeans Entourage Technology Solutions Inc.;ERIPmeans Early Retirement Incentive Program;EVDOmeans Evolution, Data Optimized;Expertechmeans Expertech Network Installation Inc.;Fitchmeans Fitch Ratings Ltd.;FTTNmeans fibre-to-the-node;GeSImeans Global e-Sustainability Initiative;Global Compactmeans the United Nations Global Compact;GPSmeans Global Positioning System;Group Telecommeans GT Group Telecom Services Corporation;GSMmeans Global System for Mobile Communications;HD PVRmeans high-definition personal video recorder;ICTmeans information and communications technology;Inukshukmeans the Inukshuk joint venture;IPmeans Internet Protocol;IP-MPLSmeans IP multi-protocol label-switching;IPTVmeans video over Internet Protocol;IP-VPNmeans IP virtual private networks;ISPsmeans Internet service providers;Kbpsmeans kilobits per second;Mbpsmeans megabits per second;MDUmeans multiple-dwelling unit;Microsoftmeans Microsoft Corporation;Mixed CSAsmeans CSA that includes both tariffed and non-tariffed services;Moodysmeans Moodys Investors Service, Inc.;MPLSmeans multi-protocol label switching;MT&T Mobilitymeans MT&T Mobility Inc.;MTNsmeans medium term notes;MTS meansManitoba Telecom Services Inc.;NASmeans network access services;Nexxlinkmeans Nexxlink Technologies Inc.;NLOSmeans non line-of-sight;Nortel Networksmeans Nortel Networks Corporation;NorthernTelmeans NorthernTel, Limited Partnership;Northwestelmeans Northwestel Inc.;Panelmeans Telecom Policy Review Panel;PCSmeans personal communications services;Primusmeans Primus Telecommunications Canada Inc.;PTTmeans push-to-talk;Purchasermeans 6223141 Canada Inc.;PVRsmeans personal video recorders;Rogersmeans Rogers Communications Inc.;Rogers Cablemeans Rogers Cable Inc.;Rogers Telecommeans Rogers Telecom Inc.;Rogers Wirelessmeans Rogers Wireless Inc.;S&Pmeans Standard & Poors, a division of The McGraw-Hill Companies, Inc.;SAFsmeans system access fees;SaskTelmeans SaskTel Telecommunications;SFUsmeans single family units;SMBmeans small and medium businesses;Smistonmeans Smiston Communications Inc.;STBmeans set-top-box;Télébecmeans Télébec, Limited Partnership;




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p. 57
 Teleglobemeans Teleglobe Inc.;Telesatmeans Telesat Canada;Telus Communicationsmeans Telus Corporation;TSXmeans Toronto Stock Exchange;VASmeans value-added services;VCIOmeans virtual chief information officer;VDSLmeans very high bit rate DSL;Vidéotronmeans Vidéotron ltée;VoIPmeans Voice over Internet Protocol;VPNmeans virtual private network;WANmeans widearea network;Yellow Pages Groupmeans YPG LP and YPG General Partner Inc.




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WWW.BELL.CA




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SIGNATURES
  Bell CanadaBy:
    (signed) Siim A. VanaseljaSiim A. VanaseljaChief Financial Officer




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Bell Canada 2005 Financial Information
    
    Exhibit 99.1Consent of Independent Registered Chartered Accountants
    
    Exhibit 99.2Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Differences
    
    Exhibit 99.3Certifications of the Chief Executive Officer and the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    Exhibit 99.31Certification of the Chief Executive Officer and the Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Exhibit 99.32