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EXHIBIT 99.2









BCE INC.

2003 MANAGEMENT PROXY CIRCULAR





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(logo)



| |  | Notice of 2003 Annual Meeting and Management Proxy Circular
| |  | -----------------------------------------------------------

(form)

|YOUR VOTE IS IMPORTANT!
We make it as easy as...
|------------------------------------------------

|By phone or on the Web
The easiest and quickest way: visit www.bce.ca or call the number on your proxy form.
|------------------------------------------------------------------------------------------------------------

|By mail or fax
Mail:fill in the proxy form, date it and mail it in the pre-addressed envelope.
Fax:Registered shareholders,see Question No. 17(1)(d); Non-registered shareholders, see Question No. 18(1).
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|In person
Registered shareholders, see Question No. 17(2). Non-registered shareholders, see Question No. 18(2).
|---------------------------------------------------------------------------------------------------------------





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TABLE OF CONTENTS



|                                                              |                                                                                        |                                               |  |  |  |  |  | 
|------------------------------------------------------------- | -------------------------------------------------------------------------------------- | --------------------------------------------- |  |  |  |  |  | 
|Notice of 2003 Annual Meeting                                
|QUESTIONS AND ANSWERS ON VOTING AND PROXIES                  
|                                                              | Voting by Registered Shareholders                                                     
|                                                              | Voting by Non-Registered Shareholders                                                 
|BUSINESS TO BE TRANSACTED AT THE MEETING                     
|                                                              | Presentation of Financial Statements                                                  
|                                                              | Election of Directors                                                                 
|                                                              | Appointment of Auditors                                                               
|                                                              | Other Business                                                                        
|                                                              | NOMINEES FOR ELECTION AS DIRECTORS AND THEIR BENEFICIAL OWNERSHIP OF VOTING SECURITIES
|REPORT OF THE AUDIT COMMITTEE                                
|REPORT OF THE CORPORATE GOVERNANCE COMMITTEE                 
|                                                              | Directors Attendance Record                                                          
|                                                              | Statement of Corporate Governance Practices                                           
|REPORT OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE
|                                                              | Report on Directors Compensation                                                     
|                                                              | Report on Officers Compensation                                                      
|                                                              |                                                                                        | EXECUTIVE COMPENSATION TABLE                 
|                                                              |                                                                                        | BELL CANADA CAPITAL EFFICIENCY INCENTIVE PLAN
|                                                              |                                                                                        | STOCK OPTIONS                                
|                                                              |                                                                                        | PENSION ARRANGEMENTS                         
|                                                              |                                                                                        | TERMINATION AND OTHER EMPLOYMENT ARRANGEMENTS
|                                                              | Shareholder Return Performance Graphs                                                 
|                                                              | Officers and Directors Indebtedness                                                 
|REPORT OF THE PENSION FUND COMMITTEE                         
|DIRECTORS AND OFFICERS LIABILITY INSURANCE                 
|ADDITIONAL INFORMATION                                       
|                                                              | Canadian Ownership and Control Regulations                                            
|2004 SHAREHOLDER PROPOSALS                                   
|INVESTOR RELATIONS                                           
|EXHIBIT 99.1                                                 
|EXHIBIT 99.2                                                 
|EXHIBIT 99.3                                                 
|EXHIBIT 99.4                                                 



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Table of Contents

|                                                                                       |                                             |                                               |    |    |    | 
|-------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------- | -- | -- | -- | 
|Letter from the Chairman of the Board and the President and Chief Executive Officer    |                                             |                                               | 1  |   
|Notice of 2003 Annual Meeting                                                          |                                             |                                               | 2  |   
|Questions and Answers on Voting and Proxies                                            |                                             |                                               | 3  |   
|                                                                                       | Voting by Registered Shareholders           |                                               |    | 5  |   
|                                                                                       | Voting
by Non-Registered Shareholders       |                                               |    | 5  |   
|Business to be Transacted at the Meeting                                               |                                             |                                               | 6  |   
|                                                                                       | Presentation of Financial Statements        |                                               |    | 6  |   
|                                                                                       | Election of Directors                       |                                               |    | 6  |   
|                                                                                       | Appointment of Auditors                     |                                               |    | 6  |   
|                                                                                       | Other Business                              |                                               |    | 6  |   
|Nominees
for Election as Directors and Their Beneficial Ownership of Voting
Securities |                                             |                                               | 7  |   
|Report of the Audit Committee                                                          |                                             |                                               | 11 |   
|Report of the Corporate Governance Committee                                           |                                             |                                               | 13 |   
|                                                                                       | Directors Attendance Record                |                                               |    | 13 |   
|                                                                                       | Statement of Corporate Governance Practices |                                               |    | 14 |   
|Report of the Management Resources and Compensation Committee                          |                                             |                                               | 21 |   
|                                                                                       | Report on Directors Compensation           |                                               |    | 21 |   
|                                                                                       | Report on Officers Compensation            |                                               |    | 23 |   
|                                                                                       |                                             | Executive Compensation Table                  |    |    | 28 | 
|                                                                                       |                                             | Bell Canada Capital Efficiency Incentive Plan |    |    | 30 | 
|                                                                                       |                                             | Stock Options                                 |    |    | 31 | 
|                                                                                       |                                             | Pension Arrangements                          |    |    | 32 | 
|                                                                                       |                                             | Termination and Other Employment Arrangements |    |    | 33 | 
|                                                                                       | Shareholder Return Performance Graphs       |                                               |    | 34 |   
|                                                                                       | Officers and Directors Indebtedness       |                                               |    | 34 |   
|Report of the Pension Fund Committee                                                   |                                             |                                               | 35 |   
|Directors and Officers Liability Insurance                                           |                                             |                                               | 36 |   
|Additional Information                                                                 |                                             |                                               | 36 |   
|                                                                                       | Canadian Ownership and Control Regulations  |                                               |    | 36 |   
|2004 Shareholder Proposals                                                             |                                             |                                               | 36 |   
|Investor Relations                                                                     |                                             |                                               | 36 |   





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(logo)

Dear Shareholder:

You are invited to attend our Annual Meeting which will be held at:

| |  |                                                                                                   
| |  | --------------------------------------------------------------------------------------------------
| |  | Le Centre Sheraton Montréal
The Main Ballroom
1201, boulevard René-Lévesque Ouest
Montréal, Québec

on Wednesday, May 28,2003, at 9:00 a.m.(Montréal time).

The items of business to be acted upon are included in the Notice
of 2003 Annual Meeting and accompanying Circular. Following the custom
of past annual meetings, we will also review our business operations and
will be anwering your
questions.

Your participation in BCEs business is important. This year, we
are again making it easy for you to vote, by using either the telephone,
Internet, mail, facsimile or by coming to the meeting in person.

Please
consult the attached Circular which contains all the information you
need about the meeting and how to exercise your right to vote. Your vote
does count.

Sincerely yours,

|                                   |  |                                                  
|---------------------------------- |  | -------------------------------------------------
|(-s- R.J. Currie)                  |  | (-s- M.J. Sabia)                                 
|R. J. Currie
Chairman of the Board |  | M. J. Sabia
President and Chief Executive Officer

This Circular, as well as our 2002 Annual Report and quarterly financial
information, are posted on our website (www.bce.ca), along with other
information regarding BCE. Enrol to receive shareholder communications
electronically (see Questions No. 14 to 16). If you cannot join us in
person at our meeting, take advantage of the simultaneous webcast
available on our website.

April 10, 2003

Bell Canada Enterprises  1   Management Proxy Circular



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(logo)




Notice of 2003 Annual Meeting


The Annual Meeting of the shareholders of BCE Inc. will be held at:

| |  |                                                                                                   
| |  | --------------------------------------------------------------------------------------------------
| |  | Le Centre Sheraton Montréal
The Main Ballroom
1201, boulevard René-Lévesque Ouest
Montréal, Québec

on Wednesday, May 28,2003, at 9:00 a.m.(Montréal time)

for the following purposes:



| |  |  | to receive the consolidated financial statements for the year ended December 31, 2002 and the auditors report thereon
| | - |  | ----------------------------------------------------------------------------------------------------------------------
|
| |  |  | to elect directors until the close of the next annual meeting                                                         
|
| |  |  | to appoint auditors until the close of the next annual meeting                                                        
|
| |  |  | to transact such other business as may properly be brought before the meeting.                                        

Shareholders registered at the close of business on April 4, 2003 will be
entitled to receive notice of and vote at the meeting.

By order of the Board,

(-s- Martine Turcotte)

Martine TurcotteChief Legal Officer and Acting Corporate Secretary


Montréal, March 13, 2003

NOTE:

Proxies to be used at the meeting must be received prior to 4:45 p.m.(Montréal
time) on Tuesday, May 27, 2003, by our transfer agent, Computershare Trust
Company of Canada (or by other agents appointed for such purpose) (see Question
No. 17 for registered shareholders or Question No. 18 for non-registered (or
beneficial) shareholders).


Bell Canada Enterprises  2   Management Proxy Circular



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(logo)

Management Proxy Circular dated March 13, 2003*





QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Your vote is important to us, and you can vote
whether you attend the Meeting or not. Here is
how:

|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Q: |  | WHOM CAN I CALL IF I HAVE QUESTIONS
ABOUT THE INFORMATION CONTAINED IN THIS
CIRCULAR OR REQUIRE ASSISTANCE
IN COMPLETING MY PROXY FORM?                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Georgeson Shareholder Communications Canada Inc.
(Georgeson), our proxy solicitation
agent, at 1-866-798-3283, for service in
English, and at 1-866-273-3283, for service
in French.                                                                                                                                                                                                                                                                                                                                                                           
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Q: |  | WHO IS SOLICITING MY PROXY?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | The management of BCE Inc. (BCE, we,
us, our and other similar expressions).
Solicitation of proxies will be primarily by
mail, supplemented by telephone or other
contact, by our employees or agents at a
nominal cost, and all such costs will be
borne by us.
We have retained the services of Georgeson
for the solicitation of proxies in Canada
and in the United States. Georgesons
services are estimated to cost $55,000.                                                                                                                     
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Q: |  | WHAT AM I VOTING ON?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Two items: (1)the election of directors
to our Board until the close of the next
annual meeting and (2)the appointment of
auditors until the close of the next annual
meeting. Shares may be voted for or withheld
from voting in both cases. Our Board and
management recommend that you vote FOR both
items.                                                                                                                                                                                                                                                   
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Q: |  | WHO IS ENTITLED TO VOTE?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Common shareholders as at the close of
business on April 4, 2003or their duly
appointed representatives will be entitled to
cast a vote.
As at March 10, 2003, 917,418,459
common shares are entitled to be voted at
the Meeting.                                                                                                                                                                                                                                                                                                                                
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Q: |  | BY WHEN MUST I VOTE?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | No later than 4:45 p.m. (Montréal time) on Tuesday, May 27, 2003
(if you do not attend the Meeting in person).                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | Q: |  | WHAT IF I SIGN THE PROXY FORM AS DESCRIBED IN THIS
CIRCULAR?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Signing the proxy form gives authority to
Mr. R. J. Currie, Mr. M. J. Sabia, Ms. J.
Maxwell or Mr. A. Bérard, all of whom are
directors, to vote your shares at the Meeting
in accordance with your voting instructions.
A PROXY MUST BE IN WRITING
AND MUST BE EXECUTED BY YOU OR BY YOUR
ATTORNEY AUTHORIZED IN WRITING OR, IF THE
SHAREHOLDER IS A CORPORATION OR OTHER LEGAL
ENTITY, BY AN OFFICER OR ATTORNEY THEREOF
DULY AUTHORIZED. A PROXY MAY ALSO BE
COMPLETED OVER THE TELEPHONE OR OVER THE
INTERNET (See Question No. 17(1) (a) and
(b) and 18(1)).
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7. | Q: |  | CAN I APPOINT SOMEONE OTHER THAN
THESE DIRECTORS TO VOTE MY SHARES?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Yes. You have the right to appoint some
other person of your choice, who need not be
a shareholder, to attend and act on your
behalf at the Meeting. If you wish to do so,
please strike out those four printed names
appearing on the proxy form, and insert the
name of your chosen proxyholder in the space
provided thereon to this effect.YOU CANNOT
APPOINT A PERSON
TO VOTE YOUR SHARES OTHER THAN OUR
DIRECTORS WHOSE PRINTED NAMES APPEAR ON THE
PROXY FORM IF YOU DECIDE TO VOTE BY
TELEPHONE.                                                         
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |    |  | IT IS IMPORTANT TO ENSURE THAT ANY
OTHER PERSON YOU APPOINT IS ATTENDING THE
MEETING AND IS AWARE THAT HIS OR HER
APPOINTMENT HAS BEEN MADE TO VOTE YOUR
SHARES. PROXY HOLDERS SHOULD, AT THE
MEETING, PRESENT THEMSELVES TO A
REPRESENTATIVE OF COMPUTERSHARE AT THE
TABLE IDENTIFIED ALTERNATE
ATTORNEYS/EXTERNAL PROXYHOLDERS                                                                                                                                                                                                                               
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8. | Q: |  | HOW WILL MY SHARES BE VOTED IF I VOTE BY PROXY?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | The persons named in the proxy form must
vote or withhold from voting your shares in
accordance with your instructions on the
proxy form.In the absence of such
instructions, however, your shares will be
voted FOR the election to our Board until the
close of the next annual meeting of the
nominees proposed by management mentioned in
this Circular and on the proxy form, FOR the
appointment of Deloitte & Touche LLP as
auditors until the close of the next annual
meeting and FOR managements proposals
generally.                                 
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9. | Q: |  | IF I CHANGE MY MIND, CAN I TAKE
BACK MY PROXY ONCE I HAVE GIVEN IT?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A: |  | Yes.A shareholder who has voted by proxy
may revoke it by voting again in any manner
(telephone, Internet, mail or fax). In
addition,                                                                                                                                                                                                                                                                                                                                                                                                                            



|* |  | Information as of March 13, 2003, except as otherwise indicated.
|- |  | ----------------------------------------------------------------

Bell Canada Enterprises  3   Management Proxy Circular



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|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |    |  | you may revoke a voted proxy by depositing
an instrument in writing (which includes
another proxy form with a later date)
executed by you or by your attorney
authorized in writing with our Corporate
Secretary at 1000, rue de La Gauchetière
Ouest, Suite 3700, Montréal, Québec, Canada
H3B 4Y7, at any time up to and including
the last business day preceding the day of
the Meeting, or any adjournment or
postponement thereof, or by depositing it
with the chairman of the Meeting on the day
of the Meeting, or any adjournment or
postponement thereof. You may also revoke a
proxy in any other manner permitted by law.
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |    |  | It should be noted that your participation
in person in a vote by ballot at the
Meeting will automatically revoke any proxy
previously given by you in respect of
business covered by that vote.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Q: |  | WHAT IF AMENDMENTS ARE MADE TO THESE MATTERS OR IF
OTHER MATTERS ARE BROUGHT BEFORE THE MEETING?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A: |  | The person named in the proxy form has
discretionary authority with respect to
amendments or variations to matters
identified in the Notice of 2003 Annual
Meeting and to other matters which may
properly come before the Meeting.As of the
date of this Circular, our management knows
of no such amendment, variation or other
matter expected to come before the Meeting.
If any other matters properly come before the
Meeting, the persons named in the proxy form
will vote on them in accordance with their
best judgment.                                                                                                    
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | Q: |  | HOW WILL THE VOTES BE COUNTED?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A: |  | The election of directors and the
appointment of auditors will each be
determined by a majority of votes cast at the
Meeting by proxy or in person.In the event
of equal votes, the chairman of the Meeting
is entitled to a second or casting vote.                                                                                                                                                                                                                                                                                                                                                                                  
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12. | Q: |  | IS MY VOTE CONFIDENTIAL?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A: |  | Yes.Computershare counts and tabulates
the proxies. This is done independently to
preserve the confidentiality of individual
shareholder votes. Proxies are referred to us
only in cases where you clearly intend to
communicate with management (by making a
written statement on the proxy form), in the
event of questions as to the validity of a
proxy or when it is necessary to do so to
meet the requirements of applicable law.                                                                                                                                                                                              
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13. | Q: |  | HOW CAN I CONTACT THE TRANSFER AGENT?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A: |  | You can contact the transfer agent as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |  |                                                                                                                                                                                
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | By mail:
Computershare Trust Company of Canada
100 University Avenue
9th Floor
Toronto, Ontario, Canada M5J 1V6                                                                
| |  |  |                                                                                                                                                                                
| |  |  | By telephone:
1-800-561-0934 (toll-free within Canada and
the United States) or 514-982-7555 (in the
Montréal area or from any country other
than Canada and the United States)
| |  |  |                                                                                                                                                                                
| |  |  | By fax:
1-888-453-0330 (toll-free within Canada and
the United States) or 416-263-9394 (outside)
Canada and the United States)                                                 
| |  |  |                                                                                                                                                                                
| |  |  | or                                                                                                                                                                             
| |  |  |                                                                                                                                                                                
| |  |  | By e-mail:
bce@computershare.com.                                                                                                                                              

|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | Q: |  | WHAT IS ELECTRONIC DELIVERY?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | A: |  | A voluntary program for e-mail
notification to participating shareholders
advising them that documents which must be
delivered pursuant to securities legislation
are available on our website.Every year, we
mail to our shareholders documentation, such
as this Circular and our Annual Report, that
must by law be delivered to shareholders of a
public company. We would like to make this
process more convenient by notifying by
e-mail those shareholders who so wish when
our documentation is posted on our website
(www.bce.ca). We believe that electronic
delivery will benefit the environment and
reduce our costs.
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15. | Q: |  | IS ELECTRONIC DELIVERY MANDATORY?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | A: |  | No.Electronic delivery is voluntary; if
you do not consent, you will continue to
receive documentation by mail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16. | Q: |  | HOW CAN I CONSENT TO ELECTRONIC DELIVERY?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | A: |  | By going to our website: www.bce.ca.Click
on the vote online link and follow the
instructions on screen. You will need your
Access Codes (Holder Account Number and Proxy
Access Number; you will find these two
numbers on the enclosed proxy form).                                                                                                                                                                                                                                                                                                                                                                              

Bell Canada Enterprises  4   Management Proxy Circular



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Voting by Registered Shareholders

You are a registered shareholder if your name
appears on your share certificate. THE ENCLOSED
PROXY FORM INDICATES WHETHER YOU ARE A
REGISTERED SHAREHOLDER.

|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17. | Q: |  | HOW DO I VOTE?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | A: |  | You can vote your shares by proxy or in
person at the Meeting if you are a registered
shareholder:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (1) BY PROXY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | There are four ways that you can vote by proxy:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (a) By telephone                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | Call 1-866-673-3260(from Canada or the
United States) or 1-312-601-6919(outside
Canada or the United States) from your
touch-tone phone and follow the
instructions.You will need your Access
Codes (Holder Account Number and Proxy
Access Number; you will find these two
numbers on the enclosed proxy form).                                                                                                                                                                                                                                                       
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (b) On the Internet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | Go to our website: www.bce.ca.Enter your
Access Codes (Holder Account Number and
Proxy Access Number; you will find these
two numbers on the enclosed proxy form) and
follow the instructions on screen.                                                                                                                                                                                                                                                                                                                                                               
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (c) By mail                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | By completing, dating and signing the
enclosed proxy form and returning same in
the envelope provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (d) By fax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | By completing, dating and signing the
enclosed proxy form and forwarding same by
fax at 1-866-249-7775(toll-free within
Canada and the United States) or at
1-416-263-9524(outside Canada and the
United States). IF YOUR SHARES ARE NOT
REGISTERED IN YOUR NAME (E.G., IF THEY ARE
HELD THROUGH A BANK, TRUST COMPANY,
SECURITIES BROKER OR OTHER NOMINEE), DO NOT
USE THE ABOVE FAX NUMBERS AS THEY ARE
RESERVED FOR REGISTERED SHAREHOLDERS.
INSTEAD, USE THE FAX NUMBERS, IF ANY,
PROVIDED BY YOUR NOMINEE (See Question No.
18(1)).                               
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | (2) BY ATTENDING THE MEETING IN PERSON                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |    |  | By presenting your admission ticket
(attached to the enclosed proxy form) at
the Meeting in order to facilitate your
admission.If you wish to vote in
person at the Meeting, do not complete or
return the proxy form. Shareholders who do
not bring their admission ticket will
nevertheless be admitted to the Meeting
after addressing themselves to a
representative of Computershare. Persons
who are not shareholders may be admitted
after addressing themselves to a
representative of Computershare, subject to
the discretion of the chairman of the
Meeting.




Voting by Non-Registered Shareholders

You are a non-registered (or beneficial)
shareholder if your shares are held through a
bank, trust company, securities broker or other
nominee. FOR MOST OF YOU, THE PROXY FORM SENT
OR TO BE SENT BY YOUR NOMINEE INDICATES WHETHER
YOU ARE A NON-REGISTERED (OR BENEFICIAL)
SHAREHOLDER.

|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18. | Q: |  | HOW DO I VOTE?                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A: |  | There are two ways that you can vote your
shares if you are a non-registered (or
beneficial) shareholder:                                                                                                                                                                                                                                                                                                                                                                   
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | (1) BY PROVIDING VOTING INSTRUCTIONS TO YOUR NOMINEE.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | Your nominee is required to seek voting
instructions from you in advance of the
Meeting. Accordingly, you will receive or
have already received from your nominee
either a request for voting instructions or
a proxy form for the number of shares you
hold.                                                                                                                                                                                                               
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | Every nominee has its own procedures
which should be carefully followed by
non-registered shareholders to ensure that
their shares are voted at the Meeting.
These procedures generally allow voting by
telephone, on the Internet (go to our
website: www.bce.ca and follow the
instructions on screen), by mail or by fax.                                                                                                                                                
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | IF YOUR SHARES ARE NOT REGISTERED IN YOUR
NAME, DO NOT USE THE FAX NUMBERS PROVIDED
IN QUESTION NO. 17(1) (d) AS THESE NUMBERS
ARE RESERVED FOR REGISTERED SHAREHOLDERS.                                                                                                                                                                                                                                                                                                    
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | (2) BY ATTENDING THE MEETING IN PERSON.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | We do not have access to the names of our
non-registered shareholders. Therefore, if
you attend the Meeting, we will have no
record of your shareholdings or of your
entitlement to vote unless your nominee has
appointed you as proxyholder. If you wish
to vote in person at the Meeting, insert
your own name in the space provided on the
request for voting instructions or proxy
form to appoint yourself as proxyholder and
follow the instructions of your nominee.
|    |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |    |  | Non-registered shareholders who instruct their
nominee to appoint themselves as
proxyholders should, at the Meeting,
present themselves to a representative of
Computershare at the table identified as
Alternate attorneys/External
proxyholders. Do not otherwise complete
the form sent to you as your vote will be
taken and counted at the Meeting.                                                                                                                  

Bell Canada Enterprises  5   Management Proxy Circular



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##### Table of Contents



---




BUSINESS TO BE TRANSACTED AT THE MEETING

(See Notice of 2003 Annual Meeting)





1. Presentation of Financial Statements

The consolidated financial statements for the
year ended December 31, 2002, and the report of
the auditors thereon will be placed before the
Meeting. The consolidated financial statements
are included in our 2002 Annual Report which
you received as part of this package.




2. Election of Directors(See item 1 on proxy form)

Fourteen directors are to be elected to hold
office until the close of the next annual
meeting of the shareholders.

All nominees were elected at our 2002
Annual and Special Meeting except for Mr. M. J.
Sabia who was appointed in October 2002 and Mr.
A. Bérard, The Honourable E. C. Lumley and Mr.
T. C. ONeill, who were appointed in January
2003. Messrs. J. E. Newall and G. Saint-Pierre,
who had been serving on our Board since 1989
and 1995, respectively, have decided that they
will not stand for re-election as directors at
the Meeting.

If, prior to the Meeting, any of the
listed nominees should become unavailable to
serve, the persons designated in the proxy form
will have the right to use their discretion in
voting for a properly qualified substitute.

The persons named as proxies in the
enclosed proxy form intend to cast the votes
represented by proxy at the Meeting FOR the
election as directors of the fourteen persons
nominated in this Circular unless you directed
otherwise.




3. Appointment of Auditors(See item 2 on proxy form)

A firm of auditors is to be appointed at the
Meeting to serve until the close of the next
annual meeting. The Board, on the advice of the
Audit Committee, recommends that Deloitte &
Touche LLP be re-appointed as our auditors.
Deloitte & Touche LLP and its predecessors have
been acting as auditors since the creation of
Bell Canada in 1880 and since our own creation
in 1983.

The persons named as proxies in the
enclosed proxy form intend to cast the votes
represented by proxy at the Meeting FOR the
appointment of Deloitte & Touche LLP as
auditors unless you directed otherwise.




4. Other Business

The chairman of the Meeting will report on
recent events of significance to us and on
other matters of interest to the shareholders
and will invite questions and comments from the
floor.

Bell Canada Enterprises  6   Management Proxy Circular



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##### Table of Contents






---

NOMINEES FOR ELECTION AS DIRECTORS AND THEIR BENEFICIAL OWNERSHIP OF VOTING SECURITIES

Abbreviations Aliant= Aliant Inc., BCI= Bell Canada International Inc., BCE Emergis= BCE Emergis Inc., Bell Globemedia= Bell Globemedia Inc., Telesat= Telesat Canada

|                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                    |  |                             |  |  |                  |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | -------------------------------------------------- |  | --------------------------- |  |  | ---------------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Director since |  | Committees (2002)                                  |  | Holdings                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                          
|André Bérard, O.C.                                                                                                                                                                                                                                                                                                                                                                                                                         |  | January 2003   |  |                                                    |  | BCE common                  |  |  | 1,225            |  
|Montréal, Québec                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                    |  | BCE Emergis common          |  |  | 700              |  
|Chairman of the Board,
National Bank of Canada (Schedule I bank).                                                                                                                                                                                                                                                                                                                                                                          |  |                |  |                                                    |  |                             |  |  |                  |  
|Mr. Bérard has held the above position since March 2002. He
previously
served as Chairman of the Board and Chief Executive Officer of
the
National Bank of Canada from September 1990 to March 2002.                                                                                                                                                                                                                                       |  |                |  |                                                    |  |                             |  |  |                  |  
|Also Chairman of the Board of NBC Export Development Inc.
and National Bank Export Finance Co. Inc. and a Director
of Bell Canada, Groupe BMTC Inc., Groupe Saputo Inc., Kruger
Inc.,
Natcan Finance (Asia) Ltd., Natcan International Trade Finance
and Investment Co. Ltd., Noranda Inc., Société financière
Bourgie Inc.,
Telesat and Vasogen Inc.                                                                                      |  |                |  |                                                    |  |                             |  |  |                  |  
|Mr. Bérard holds a Fellows Diploma of the Institute of
Canadian Bankers and was Chairman of the Executive Council
of the Canadian Bankers Association from 1986 to 1988.                                                                                                                                                                                                                                                                 |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Richard James Currie, C.M.
Toronto, Ontario                                                                                                                                                                                                                                                                                                                                                                                                |  | May 1995       |  | Chairman, Pension Fund Committee                   |  | BCE common
BCE share units1 |  |  | 1,030,189
25,146 |  
|Chairman
of the Board, BCE and Bell Canada.                                                                                                                                                                                                                                                                                                                                                                                                |  |                |  |                                                    |  |                             |  |  |                  |  
|Mr. Currie was President of Loblaw Companies Limited (grocery
chain)
from July 1976 to January 2001 and a Director thereof from
September
1973 to May 2001. He was also President of George Weston Limited
(food distribution, retail and production) from July 1996 until May
2002 and a Director thereof from May 1975 until May 2002. He was a
Director of
Imperial Oil Limited (petroleum company) from October 1987 until April 2002. |  |                |  |                                                    |  |                             |  |  |                  |  
|Also Chairman of the Board of Telesat and a Director of CAE Inc.
and Staples Inc.                                                                                                                                                                                                                                                                                                                                                          |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Anthony Smithson Fell, O.C.
Toronto, Ontario                                                                                                                                                                                                                                                                                                                                                                                               |  | January 2002   |  | Member, Audit Committee and
Pension Fund Committee |  | BCE common
BCE share units1 |  |  | 10,000
3,351     |  
|Chairman of the Board, RBC Dominion Securities Limited
(investment bank).                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                                                    |  |                             |  |  |                  |  
|Mr. Fell has held the above position since 1998. He was also
Chief Executive Officer of RBC Dominion Securities Limited
from 1980 to 1998.                                                                                                                                                                                                                                                                                                 |  |                |  |                                                    |  |                             |  |  |                  |  
|Also Chairman and a Director of Munich Reinsurance Company of
Canada
and a Director of Bell Canada, CAE Inc., Loblaw Companies
Limited
and Telesat.                                                                                                                                                                                                                                                                                        |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                    |  |                             |  |  |                  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Donna Soble Kaufman
Toronto, Ontario                                                                                                                                                                                                                                                                                                                                                                                                       |  | June 1998      |  | Member, Corporate
Governance Committee             |  | BCE common
BCE share units1 |  |  | 2,000
9,488      |  
|Lawyer and Corporate Director.                                                                                                                                                                                                                                                                                                                                                                                                             |  |                |  |                                                    |  | BCI common                  |  |  | 8.3              | 3
|Mrs. Soble Kaufman was a partner of Stikeman Elliott (law firm)
from 1985 until 1997.                                                                                                                                                                                                                                                                                                                                                      |  |                |  |                                                    |  | BCI share units2            |  |  | 7,770            |  
|Also a Director of Bell Canada, BCI, Bell Globemedia, Hudsons
Bay Company, Public Sector Pension Investment Board (Canada),
Telesat, TransAlta Corporation and UPM-Kymmene Corporation (Finland).                                                                                                                                                                                                                                         |  |                |  |                                                    |  |                             |  |  |                  |  



---

|1 |  | See Directors Share Unit Planon page 21 for a description of the share
unit plan in effect for our non-employee directors.                                                             
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 |  | See the description of the BCI Share Unit Plan for non-employee directors
of BCI in the most recent BCI management proxy circular filed with
Canadian securities regulatory authorities.
| 
|3 |  | On July 12, 2002, BCI consolidated its outstanding common shares on the
basis of approximately 120 to one.                                                                              

Bell Canada Enterprises  7  Management Proxy Circular



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##### Table of Contents



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                                                            |  |                             |  |  |              | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------ |  | --------------------------- |  |  | ------------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Director since |  | Committees (2002)                                                                          |  | Holdings                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Thomas Edward Kierans, O.C.
Toronto, Ontario                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | April 1999     |  | Member, Audit Committee                                                                    |  | BCE common
BCE share units1 |  |  | 17,027
4,157 | 
|Chairman of the Board, Canadian Institute for Advanced Research
(conducts basic research programs in the social and natural
sciences).                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                |  |                                                                                            |  |                             |  |  |              | 
|Mr. Kierans has held the above position since September 1999.
He was
President and Chief Executive Officer of the C.D. Howe Institute
(independent, nonprofit economic and social policy research
institution) from 1989 until September 1999, Chairman of Moore
Corporation Limited (management and distribution of print and
digital information) from October 1977 to March 2001, Chairman
of Petro-Canada (petroleum company) from April 1996 to January
2000 and Chairman of First Marathon Securities Limited (investment
bank) from September 1997 to January 1999. |  |                |  |                                                                                            |  |                             |  |  |              | 
|Also Chairman of the Board of CSI Global Education Inc. and
Toronto Centre and a Director of Bell Canada, Inmet Mining
Corporation, IPSCO Inc., Manulife Financial Corporation,
Petro-Canada and Telesat.                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                                                                                            |  |                             |  |  |              | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                                                            |  |                             |  |  |              | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Brian Michael Levitt
Montréal, Québec
Co-Chair, Osler, Hoskin & Harcourt LLP(law firm).
Mr. Levitt has held the above position since 2001. He was
President and Chief Executive Officer of Imasco Limited
(consumer products and services company) from 1995 to 2000.
Also a director of Alcan Inc., Bell Canada, Bell Globemedia,
Cossette Communication Group Inc., Domtar Inc.,
Montreal Museum of Fine Arts and Telesat.                                                                                                                                               |  | May 1998       |  | Member, Corporate Governance
Committee and Management Resources and Compensation
Committee |  | BCE common
BCE share units1 |  |  | 2,813
15,936 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                                                            |  |                             |  |  |              | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Honourable Edward C. Lumley, P.C.
South Lancaster, Ontario                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | January 2003   |  |                                                                                            |  | BCE common                  |  |  | 10,000       | 
|Vice-Chairman, BMO Nesbitt Burns Inc. (investment bank).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                |  |                                                                                            |  |                             |  |  |              | 
|Mr. Lumley has held the above position since 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                |  |                                                                                            |  |                             |  |  |              | 
|Also a Director of Air Canada, Bell Canada, Canadian
National Railway Company, Dollar Thrifty Automotive Group,
Intier Automotive Inc., Magna Entertainment Corp., Magna
International Inc. and Telesat.                                                                                                                                                                                                                                                                                                                                                                   |  |                |  |                                                                                            |  |                             |  |  |              | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                |  |                                                                                            |  |                             |  |  |              | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Judith Maxwell, C.M.
Ottawa, Ontario
President, Canadian Policy Research Networks Inc.
(non-profit organization conducting research on work, family,
health, social policy and public involvement).
Ms. Maxwell has held the above position since 1995.
Before her current position, Ms. Maxwell was Associate
Director of the School of Political Studies at Queens
University.
Also a director of Bell Canada and Telesat.                                                                                                                                              |  | January 2000   |  | Member, Corporate Governance
Committee and Pension Fund
Committee                          |  | BCE common
BCE share units1 |  |  | 1,000
4,176  | 



---

|1 |  | See Directors Share Unit Planon page 21 for a description of the share
unit plan in effect for our non-employee directors.
|- |  | ---------------------------------------------------------------------------------------------------------------------------

Bell Canada Enterprises  8  Management Proxy Circular



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##### Table of Contents



---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ------------------------------------------------------- |  | ---------------------------------------------------------------------- |  |  | ---------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Director since |  | Committees (2002)                                       |  | Holdings                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|John Hector McArthur
Wayland, Massachusetts
Dean Emeritus, Harvard University Graduate School
of Business Administration.
Mr. McArthur has held the above position since 1995.
Also a director of AES Corporation, BCE Emergis, Bell Canada,
Cabot Corporation, GlaxoSmithKline plc, HCA Inc., KOC Holdings,
A.S., Reuters Founders Share Company Limited,
Rohm and Haas Company and Telesat.
Also a Senior Advisor to the President of the World Bank,
Washington, DC.              |  | May 1995       |  | Member, Management Resources
and Compensation Committee |  | BCE common
BCE share units1
BCE Emergiscommon
BCE Emergis share units2 |  |  | 812
21,568
1,000 5,603 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Thomas Charles ONeill, F.C.A.
Don Mills, Ontario                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | January 2003   |  |                                                         |  | BCE common                                                             |  |  | 3,000                  | 
|Corporate Director and Chartered Accountant.                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|Mr. ONeill is currently Vice-Chair of the Board of Governors at Queens University.                                                                                                                                                                                                                                                                                                                                                                                                 |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|He was Chairman and Chief Executive Officer of Price Waterhouse
Canada (accounting firm) from 1996 to 1998. He was
Chief Executive Officer of PricewaterhouseCoopers LLP in Canada
from 1998 to 2001 and was Chief Operating Officer of
PricewaterhouseCoopers LLP global Organization from 2000 until
January 2002. He also served as Chief Executive Officer of
PricewaterhouseCoopers Consulting from January 2002 to May 2002
and then Chairman of the Board until October 2002. |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|Also a Director of Bell Canada, Nexen Inc., Ontario Teachers
Pension Plan and Telesat.                                                                                                                                                                                                                                                                                                                                                                                              |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Robert Charles Pozen
Newton, Massachusetts                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | February 2002  |  | Member, Audit Committee
and Pension Fund Committee      |  | BCE common
BCE share units1                                            |  |  | 121,970
4,009          | 
|Chief of Commerce and Labour, Massachusetts State House.                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|Visiting professor, Harvard Law School.                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|Mr. Pozen has held the above position since January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|He previously served as President of Fidelity Management and
Research Company (provider of financial services and investment
resources) from 1997 to 2001 and as Vice-Chairman of the Board of
Fidelity Investments in 2000 and 2001.                                                                                                                                                                                                                                                |  |                |  |                                                         |  |                                                                        |  |  |                        | 
|Also a Director of Telesat.                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                |  |                                                         |  |                                                                        |  |  |                        | 



---

|1 |  | See Directors Share Unit Planon page 21 for a description of the share
unit plan in effect for our non-employee directors.                                                                                     
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 |  | See the description of the BCE Emergis Share Unit Plan for non-employee
directors of BCE Emergis in the most recent BCE Emergis management proxy
circular filed with Canadian securities regulatory authorities.

Bell Canada Enterprises  9  Management Proxy Circular



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##### Table of Contents



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------------------------------------------------------------------- |  | ----------------------------------------------------- |  |  | --------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Director since |  | Committees (2002)                                                           |  | Holdings                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Michael Jonathan Sabia
Montréal, Québec                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | October 2002   |  |                                                                             |  | BCE common
BCE share units1                           |  |  | 7,363
72,667          | 
|President and Chief Executive Officer and a Director, BCE and
Chief Executive Officer and a Director, Bell Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|Mr. Sabia has held the above executive positions since April
2002 and May 2002 respectively. Prior to his appointment as
Vice-Chairman and Chief Executive Officer of BCI in October
1999, Mr. Sabia held the position of Executive Vice-President
and Chief Financial Officer
of Canadian National Railway Company (transportation company).
In July 2000, Mr. Sabia was appointed Executive Vice-President
of BCE and Vice-Chairman of Bell Canada. From December 2000 to
March 2002, he held the position of President of BCE. In March
2002, Mr. Sabia was appointed President and Chief Operating
Officer of BCE and Chief Operating Officer of Bell Canada. |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|Also Chairman of the Board of BCE Emergis, BCE Nexxia Inc. and
Bell Globemedia and a Director of Bell Mobility Holdings Inc.,
Bell ExpressVu Inc. and Telesat.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Paul Mathias Tellier, P.C., C.C., Q.C.
Montréal, Québec
President and Chief Executive Officer and a Director,
Bombardier Inc. (manufacturer of business jets, regional
aircrafts, rail transportation equipment and motorized
recreational products).
Mr. Tellier has held the above executive position since January
2003.
He was President, Chief Executive Officer and a Director of
Canadian National Railway Company (transportation company) from
October 1992 to December 2002.
Also a director of Alcan Inc., Bell Canada, McCain Foods Limited
and Telesat.                                                                                              |  | April 1999     |  | Chairman, Management Resources
and Compensation Committee                   |  | BCE common
BCE share units1                           |  |  | 1,700
17,075          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                                                                             |  |                                                       |  |  |                       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Victor Leyland Young, O.C.
St. Johns, Newfoundland
Corporate Director.
Mr. Young was Chairman and Chief Executive Officer of Fishery
Products
International Limited (frozen seafood products company) from
1984 until May 2001.
Also a Director of Aliant, Bell Canada, Imperial Oil Limited,
McCain Foods Limited, Royal Bank of Canada and Telesat.                                                                                                                                                                                                                                                                                                            |  | May 1995       |  | Member, Audit Committee and
Management Resources and Compensation Committee |  | BCE common
BCE share units1
BCI common2
Aliant common |  |  | 5,315
8,671
4.2
1,500 | 



---

|1 |  | See Directors Share Unit Planon page 21 for a description of the share
unit plan in effect for our non-employee directors.
|- |  | ---------------------------------------------------------------------------------------------------------------------------
| 
|2 |  | On July 12, 2002, BCI consolidated its outstanding common shares on the
basis of approximately 120 to one.                 

Bell Canada Enterprises  10  Management Proxy Circular



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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of five outside and unrelated directors, namely
Messrs. J. E. Newall (Chairman), A. S. Fell, T. E. Kierans, R. C. Pozen and V.
L. Young. The roles and responsibilities of the Audit Committee, which met
seven times in 2002, are specifically set forth in our Administrative
Resolution. In carrying out its responsibilities, the Audit Committee has
continued to focus on three key areas:



| |  | assessing the appropriateness of our financial reporting                                                                                                             
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | reviewing the adequacy of policies and processes governing internal
controls, risk management, compliance with applicable laws, regulations and
sound business ethics
| 
| |  | overseeing all aspects of the audit function.                                                                                                                        

In the course of fulfilling its responsibilities, the Audit Committee
communicates directly with our executive officers, management and both our
internal and external auditors regularly.

Financial Reporting

The Audit Committee reviews with management and the external auditors and
recommends for approval by the Board



| |  | our annual and interim consolidated financial statements
|- |  | --------------------------------------------------------
| 
| |  | the related managements discussion and analysis        
| 
| |  | our Annual Information Form                             

to ensure:



| |  | the completeness, consistency and fair presentation of the financial
reporting                                           
|- |  | -------------------------------------------------------------------------------------------------------------------------
| 
| |  | the appropriateness of accounting standards used, namely where judgement,
estimates, risks and uncertainties are involved
| 
| |  | the adequacy of critical disclosures therein.                                                                            

The Audit Committee also, where appropriate, reviews the adoption and
disclosure of new accounting pronouncements and assesses the potential
ramifications of selecting such alternatives. The recently enacted United
States Sarbanes-Oxley Act of 2002(Sarbanes) and related rules and
regulations issued by the U.S. Securities and Exchange Commission (the SEC)
require that we design and maintain disclosure controls and procedures to
ensure that information that we must publicly disclose is recorded, processed,
summarized and reported on a timely basis.

We already had in place controls and procedures aimed at achieving the
above-mentioned objectives. However, following the enactment of Sarbanesand
the related SEC rules and regulations, we reviewed our existing disclosure
controls and procedures for compliance with the new requirements. At its
February 2003 meeting, our Board approved guidelines reflecting our revised
disclosure controls and procedures. In addition, at the same meeting, our Board
approved a written charter outlining the responsibilities, membership and
procedures of our Disclosure and Compliance Committee (a committee comprised of
officers and other key employees responsible for overseeing the accuracy and
timeliness of our public disclosures).

As part of our disclosure controls and procedures, we have established a
comprehensive process to support
the annual certifications, required under Sarbanes, by our President and Chief
Executive Officer and our Chief Financial Officer stating, among other things,
that:



| |  | they are responsible for establishing and maintaining our disclosure controls
and procedures                                                                                                                                                         
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | they have evaluated the effectiveness of such disclosure controls and
procedures                                                                                                                                                                     
| 
| |  | our financial statements and related managements discussion and analysis and
the Annual Information Form contained in our annual report on Form 40-F to be
filed with the SEC (Form 40-F) does not contain any untrue statement of a
material fact
| 
| |  | our financial statements, and other financial information, contained in our
Form 40-F fairly present in all material respects our financial condition and
results of operation.                                                                      

Internal Controls

The Audit Committee assesses the adequacy and effectiveness of our internal
control environment by reviewing the policies in place, monitoring compliance
and 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 related SEC rules and regulations have
also expanded the Audit Committees responsibilities. These new regulations
require annual certifications by our President and 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.

Audit Function

The evaluation of the auditors is carried out by the Audit Committee, and
entails reviewing their performance in light of acceptable auditing standards
as well as their qualifications, independence, audit plans and fees to ensure
that the audit mandate is adequately fulfilled.

Bell Canada Enterprises  11  Management Proxy Circular



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Auditor Independence Policy

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:



| |  | 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 Audit Committee appointed the Chairman of the Audit Committee as the
designated member to authorize all audit and non-audit services provided by our
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.

Auditors Fees

The following table sets forth the fees paid by BCE and our subsidiaries to
Deloitte & Touche LLP for services rendered in the last two years:

---

|                       |  |      |      |      |  |  |      | 
|---------------------- |  | ---- | ---- | ---- |  |  | ---- | 
|Deloitte & Touche LLP  |  | 2002 |      | 2001
|                      
|($ millions)           |  |      |      |     
|Audit services         |  |      | 9.6  |      |  |  | 10.5 | 
|Audit-related services |  |      | 15.0 |      |  |  | 11.0 | 
|Tax services           |  |      | 4.2  |      |  |  | 5.7  | 
|Other services         |  |      | 8.3  |      |  |  | 20.5 | 
|                      
|                       |  |      | 37.1 |      |  |  | 47.7 | 
|                      

Audit-related fees paid to Deloitte & Touche LLP include fees relating to the
issuance of prospectuses, due diligence in connection with divestitures and
consultations regarding financial accounting and reporting standards. Other
services relate to information systems consulting work and other advisory
services.

Report presented February 25, 2003 by:J. E. NEWALL, CHAIRMAN
A. S. FELL
T. E. KIERANS
R. C. POZEN
V. L. YOUNG

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee (the CGC) is composed of five outside and
unrelated directors, namely Mr. G. Saint-Pierre (Chairman), Mrs. D. Soble
Kaufman, Mr. B. M. Levitt, Ms. J. Maxwell and Mr. J. E. Newall. The CGC, which
met five times in 2002, is generally mandated by the Board to ensure the
highest standards of corporate governance practices.

In the context of its mandate, the CGC reviewed and reported or made
recommendations to the Board with respect to the following matters in 2002 and
up to the date of this Circular:



| |  |  | the size and composition of the Board so as to ensure that, in the context of
succession planning, the Board and its Committees continue to benefit from the
range of skills and breadth of experience required to function effectively                                                                                                     
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the appointment of six new directors (Messrs. A. S. Fell, R. C. Pozen and M.
J. Sabia in 2002 and Mr. A. Bérard, The Honourable
E. C. Lumley and Mr. T. C. ONeill in 2003)                                                                                                                                                                 
|
| |  |  | the 14 director nominees to stand for election at the Meeting                                                                                                                                                                                                                                                                               
|
| |  |  | the role and responsibilities of our Committees                                                                                                                                                                                                                                                                                             
|
| |  |  | the creation of the Pension Fund Committee with responsibility for pension
matters previously assumed by the Audit Committee                                                                                                                                                                                                                
|
| |  |  | through individual director interviews and questionnaires, the review of the
effectiveness of the Board as well as an assessment of the performance of each
director and of the Chairman of the Board                                                                                                                                       
|
| |  |  | the directors attendance record and report thereon to the Board                                                                                                                                                                                                                                                                            
|
| |  |  | the evaluation of outside directors remuneration for Board and Committee
service, including revamping the terms of such remuneration for 2003,
cancelling our directors stock option plan and increasing our minimum
shareholding guideline, all as set out in further details on pages 21 to 23                                           
|
| |  |  | adequate responses to the legislative reforms in the area of corporate
governance, as discussed on pages 14 to 20                                                                                                                                                                                                                           
|
| |  |  | the alignment of our corporate governance practices with the Corporate
Governance Guidelines of The Toronto Stock Exchange (TSX), including the
qualification as related or unrelated director of each Board member, and
the preparation of our Statement of Corporate Governance Practices which you
will find on the following page.




Directors Attendance Record

Our Board held 21 meetings in 2002 while Committees of the Board met 17 times
during the year. Each director attended at least 75 percent of the combined
meetings of the Board and of the Committees on which such director served.
Overall, the combined attendance by our directors at both Board and Committee
meetings was 92 percent.

Report presented February 26, 2003 by:G. SAINT-PIERRE, CHAIRMAN
D. SOBLE KAUFMAN
B. M. LEVITT
J. MAXWELL
J. E. NEWALL

Bell Canada Enterprises  13  Management Proxy Circular



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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 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 the date hereof. 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
Sarbanesand proposed corporate governance rules published by the New York
Stock Exchange (the NYSE Proposals). The SEC has issued rules and regulations
(SEC Rules) to give effect to certain provisions of Sarbanesand is currently
considering approval of the NYSE Proposals. As those provisions come into
effect, the Board will re-assess its corporate governance practices. Our
corporate governance practices are compared below to the TSX Corporate
Governance Guidelines and, where indicated, are also compared to certain
Sarbanes, SEC Rules and NYSE Proposals which may differ from the TSX Corporate
Governance Guidelines.

|                                    |  |                                                                                                                                        |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                                                                           |  | Our corporate governance practices
|                                   
|1.                                  |  | The Board should explicitly assume
responsibility for our stewardship                                                                  |  | 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.
|                                    |  | And, as part of its overall stewardship
responsibility, the Board should assume
responsibility for:                                    |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                    |  |                                                                                                                                        |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                   
|                                    |  | (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.                                                                                                                                                                                                                                                                                                                                                                  

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|                                    |  |                                                                                          |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                             |  | Our corporate governance practices
|                                   
|                                    |  | (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                                |  | The 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. Procedures for receiving feedback from
shareholders have also been developed. For instance, in
addition to our 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 our results and
corporate strategy as well as to answer questions. We have
a toll free number for shareholder enquiries
(1-800-561-0934) and for investor relations and general
enquiries (1-800-339-6353). In addition, we present
detailed information on our business on our website
(www.bce.ca).
|                                    |  |                                                                                          | 
|                                    |  |                                                                                          |  |                                    |  | The Board approved at its November 2002 meeting a revised
Disclosure Policy applicable to BCE, Bell Canada and our
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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                    |  |                                                                                          |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   
|                                    |  | (e) the integrity of our internal
control and management information                     |  | Yes                                |  | The Audit Committee assesses the adequacy and effectiveness
of our internal control environment by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  | systems.                                                                                 |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                    |  |                                                                                          |  |                                    |  |  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
President and 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.                                                                                

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|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Our corporate governance practices
|                                   
|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 14 persons proposed for election
to the Board in this Circular is a related director as
determined pursuant to the TSX Corporate Governance
Guidelines:
  as our President and 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.                                                                                                                                                           |  |                                    |  | 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.
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                    |  | Under the NYSE Proposals, there is also
a requirement for a majority of
independent" directors. Certain
relationships serve as bars to
independence. In addition, no director
qualifies as independent unless the
Board affirmatively determines that the
director has no material relationship
with the listed company (either directly
or as a partner, shareholder or officer
of an organization that has a
relationship with the company). |  |                                    |  | It is currently anticipated that following the adoption of
the NYSE Proposals, the CGC will be developing standards
for determining the independence of directors and members
of Committees in line with the NYSE Proposals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   
|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 CGC is composed exclusively of outside and unrelated
directors. The CGC receives suggestions for candidates from
individual Board members, the President and Chief Executive
Officer, shareholders, 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.                                                                                                 
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                    |  | The NYSE Proposals will require a
nominating committee to be composed
solely of independent directors.                                                                                                                                                                                                                                                                                                                                          |  |                                    |  | The functions of a nominating committee are performed by
our CGC. It is currently anticipated that following the
adoption of the NYSE Proposals, the composition of the CGC
will comply with the NYSE Proposals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|                                    |  |                                                                                                                                                                                                                                |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                                                                                                                                                                   |  | Our corporate governance practices
|                                   
|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 as directors at the next annual meeting of
shareholders.             
|                                    |  |                                                                                                                                                                                                                                |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                    |  |                                                                                                                                                                                                                                |  |                                    |  | 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, our
investments and our shareholders. It also contains our Code
of 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 and to have a reasonable geographical
representation in relation to our shareholders. 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. In 2002, in part to address the risks and
responsibilities involved in being an effective director,
the CGC conducted a thorough review of our outside
directors compensation arrangements, culminating in the
adoption of new compensation arrangements for such
directors which were implemented as of January 1, 2003 (see
2003 Compensation of Outside Directorson pages 22 and 23).                                                     
|                                    |  |                                                                                                                                                                                                                                |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                   
|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 NYSE Proposals will require that the Audit,
compensation (our MRCC) and nominating (our CGC)
committees be composed solely of independent
directors.                                                                     |  |                                    |  | It is currently anticipated that following the adoption of
the NYSE Proposals, such Committees composition will
comply with the NYSE Proposals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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Bell Canada Enterprises  17  Management Proxy Circular



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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. For a more detailed
discussion of the mandate of the CGC and its specific
achievements in 2002, see Report of the Corporate
Governance Committeeon page 13.                                                                                                                                                                                                                                                  
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   
|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 and the President and
Chief Executive Officer are set out in our Schedule of
Authorities which 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 Schedule of Authorities
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 President and 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 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 Conduct to incorporate the
recommended ethics guidelines for our President and Chief
Executive Officer, Chief Financial Officer, Controller and
other financial officers. Once completed and approved by
the CGC, the Code will be posted on our 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 President and 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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Bell Canada Enterprises  18  Management Proxy Circular



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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 (see Report of
the Audit Committeeon page 11).
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  | The NYSE has
currently in place
listing standards
relating to the
effectiveness of
audit committees.
Such standards
include that audit
committees:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                    |  | While we are not required to comply with such NYSE rules,
our Audit Committee currently meets all four requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  |   should consist of
at least three directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  |   all of whom have
no relationship
that may interfere
with the exercise
of their independence from
management and the company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  |   each member of
such audit committees should
be financially literate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  |   at least one
member of the audit committee should
have accounting or related financial
management expertise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                    |  | This disclosure requirement will only be applicable to us
for the year ending December 31, 2003, at which time we
will comply therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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Bell Canada Enterprises  19  Management Proxy Circular



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|                                    |  |                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate Governance Guidelines |  | Do we align?                                                                                                                                                                                                                                                      |  | Our corporate governance practices
|                                   
|                                    |  | Sarbanesand 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 and non-audit
services.                                                         |  |                                    |  | 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:  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.                                                                                                                                                                                                                                                          
|                                    |  |                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                               
|                                    |  |                                                                                                                                                                                                                                                                   |  |                                    |  | 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.                                                                                                                               
|                                    |  |                                                                                                                                                                                                                                                                   |  |                                    |  |                                                                                                                                                                                                                                                                                                                                                               
|                                   
|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.                                                                                                                                         

---

In addition, our corporate governance practices currently contemplate that each
outside director should be invited to sit on at least one of our Board
Committees and, in order to provide an effective process for supervising the
businesses of our subsidiaries and associated companies, that each such outside
director shall be invited to sit on the Board of at least one of our principal
subsidiaries or business units.

At the date hereof, the following outside directors sit on the Board of the BCE
group of companies indicated below:

---

|                                |  |                                           
|------------------------------- |  | ------------------------------------------
|Director                        |  | BCE group of companies                    
|                                |  |                                           
|Mr. André Bérard                |  | Bell Canada, Telesat                      
|Mr. Richard J. Currie           |  | Bell Canada, Telesat                      
|Mr. Anthony S. Fell             |  | Bell Canada, Telesat                      
|Mrs. Donna Soble Kaufman        |  | Bell Canada, Telesat, BCI, Bell Globemedia
|Mr. Thomas E. Kierans           |  | Bell Canada, Telesat                      
|Mr. Brian M. Levitt             |  | Bell Canada, Telesat, Bell Globemedia     
|The Honourable Edward C. Lumley |  | Bell Canada, Telesat                      
|Ms. Judith Maxwell              |  | Bell Canada, Telesat                      
|Mr. John H. McArthur            |  | Bell Canada, Telesat, BCE Emergis         
|Mr. J. Edward Newall            |  | Bell Canada, Telesat                      
|Mr. Thomas C. ONeill           |  | Bell Canada, Telesat                      
|Mr. Robert C. Pozen             |  | Telesat                                   
|Mr. Guy Saint-Pierre            |  | Bell Canada, Telesat                      
|Mr. Paul M. Tellier             |  | Bell Canada, Telesat                      
|Mr. Victor L. Young             |  | Bell Canada, Telesat, Aliant              

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REPORT OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE

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. The MRCC, which met five times in 2002, is mandated by the
Board to ensure the consistent alignment of our human resources strategies with
our business plan.

As such, in the context of the specific terms of its mandate in 2002, the
MRCC made recommendations to the Board with respect to:



| |  |  | the appointment of all officers, including the President and Chief
Executive Officer                                                                                                                                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the review with the President and Chief Executive Officer of various
organizational changes                                                                                                                                                                    
|
| |  |  | the review with the President and Chief Executive Officer of
managements assessment of existing management resources so as to
ensure for appropriate succession planning                                                                                      
|
| |  |  | talent management consisting of a review of the performance of the
President and Chief Executive Officer against specific performance
criteria and a review with the President and Chief Executive Officer of
the performance assessments of all other officers
|
| |  |  | the review of our executive compensation policy, as further detailed
on pages 23 to 27 and the total compensation for the President and
Chief Executive Officer and all other officers                                                                         
|
| |  |  | the administration of applicable benefit plans such as recommendations
to the Board as to grants under applicable stock option plans
and a review of the application of our share ownership guidelines                                                         
|
| |  |  | the review of various changes to our benefit plans                                                                                                                                                                                                             
|
| |  |  | the review of this report on the compensation of directors and
officers.                                                                                                                                                                                       




Report on Directors Compensation

The compensation of our directors is set by our Board based on recommendations
of the CGC. See Report of the Corporate Governance Committeeon
page 13 for a description of the CGCs mandate and composition.

COMPENSATION PHILOSOPHY

Consistent with the risks and responsibilities in being an effective director,
our aim is to ensure that our Board membership is of the highest quality
with an extensive and relevant breadth of experience.

2002 COMPENSATION OF OUTSIDE DIRECTORS

In 2002, the compensation of outside directors consisted of:

|                                   |  |   |        | 
|---------------------------------- |  | - | ------ | 
|                                  
|Annual Board Retainer              |  | $ | 35,000 | 
|Annual Committee Retainer          |  | $ | 5,000  | 
|Annual Committee Chairman Retainer |  | $ | 5,000  | 
|Board Attendance Fees              |  | $ | 1,500  | 
|Committee Attendance Fees          |  | $ | 1,500  | 

---

Notes:



| |  |  | Our directors who are also employees of BCE or any of our subsidiaries
do not receive any of the foregoing compensation                                                                                                                                                                                                                                 
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In addition to the reimbursement for expenses, outside directors
required to travel over 1,000 kilometers from their principal residence
for attending meetings received twice the attendance fees
(i.e. $3,000 in lieu of $1,500) otherwise payable (a) for Board meetings, and (b) for Committee meetings held on a day when the Board
was not meeting
|
| |  |  | Non-Canadian resident directors were entitled to be paid all
(except for expenses incurred in Canadian funds) of the applicable
foregoing face amounts in U.S. dollars.                                                                                                                                                                                 

Directors Share Unit Plan

So as to align more closely the interests of our outside directors with those
of our shareholders, since May 1, 1997, the annual Board retainer portion
of the outside directors remuneration has been paid in the form of share
units under our Share Unit Plan for Non-Employee Directors (1997) (the
Directors Share Unit Plan).

The annual Board retainer is payable quarterly. Accordingly, each quarter,
a number of share units equal to the number of our common shares that
could be purchased on the open market for a dollar amount equal to the
quarterly Board retainer is credited to the account maintained for each outside
director under the Directors Share Unit Plan. Subject to the CGCs consent,
outside directors also have the option of having the other fees to which
they become entitled to be paid in share units under the Directors Share
Unit Plan. On each common share dividend payment date, dividend equivalents in
the form of additional share units at the same rate as dividends on
our common shares are credited to each outside directors account.

No shares are purchased on the open market under the Directors Share
Unit Plan until such time as an outside director ceases to be a member of
our Board and of the Board of our subsidiaries, as the case may be. Following
such cessation of an outside directors Board service, we arrange for the
purchase on the open market of a number of our common shares equal to
the outside directors credit balance under the Directors Share Unit Plan
(after remittance of applicable withholding taxes), and such shares are then
delivered to the departing director.

Directors Stock Option Program

Prior to November 26, 2002, our outside directors were also granted a one
time option grant covering 15,000 common shares (or 22,500 for non-Canadian resident directors) under our Long-Term Incentive (Stock Option)
Program for Non-Employee Directors (2000) (the outside directors Stock
Option Program). As described below, as part of the changes made to our
outside director compensation on November 26, 2002, the directors forfeited
all outstanding (vested and unvested) options. Thus, we cancelled the
outside directors Stock Option Program.

Bell Canada Enterprises  21  Management Proxy Circular



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Subsidiary Board Compensation

In 2002, some of our outside directors also received compensation from certain
of our subsidiaries for services in their capacity as directors of such
subsidiaries, at standard rates in effect at such subsidiaries for
non-executive directors, as set out below. During all or part of 2002, Ms. J.
Maxwell and
Messrs. R. J. Currie, J. E. Newall, G. Saint-Pierre and P. M. Tellier were
directors of Bell Canada; Mr. J. H. McArthur was a director of BCE Emergis and
some
of its subsidiaries; Mrs. D. Soble Kaufman and Mr. B. M. Levitt were directors
of Bell Globemedia; Mrs. D. Soble Kaufman was a director of BCI; and
Mr. V. L. Young was a director of Aliant and some of its subsidiaries. The 2002
compensation for the applicable subsidiaries was:

---

|                 |  |        |        |             |  |     |        |                              |  |                 |         |    |  |             |        |  |  |   |        |        
|---------------- |  | ------ | ------ | ----------- |  | --- | ------ | ---------------------------- |  | --------------- | ------- | -- |  | ----------- | ------ |  |  | - | ------ | -------
|                 |  |        |        |             |  |     |        |                              |  |                 |         |    |  | BCE Emergis |        |  |  |  
|                 |  | Aliant |        | Bell Canada |  | BCI |        | (effective October 23, 2002) |  | Bell Globemedia
|                
|Annual Retainer1 |  |        |        |             |  |     |        |                              |  |                 |         |    |  |             |        |  |  |   |        |        
|Board            |  | $      | 25,000 |             |  | $   | 23,000 |                              |  | $               | 20,000  | US |  | $           | 20,000 |  |  | $ | 23,000 |        
|Committees       |  | $      | 2,000  |             |  | $   | 4,000  |                              |  |                 |        |    |  | $           | 1,000  |  |  | $ | 4,000  | (Audit)
|Committee Chair  |  | $      | 5,000  |             |  | $   | 4,000  |                              |  | $               | 1,000US |    |  | $           | 1,000  |  |  |   |       |        
|Attendance Fees  |  |        |        |             |  |     |        |                              |  |                 |         |    |  |             |        |  |  |   |        |        
|Board            |  | $      | 1,500  |             |  | $   | 1,000  |                              |  | $               | 750US   |    |  | $           | 1,000  |  |  | $ | 1,000  |        
|Committees       |  | $      | 1,500  |             |  | $   | 1,000  |                              |  | $               | 500US   |    |  | $           | 1,0002 |  |  | $ | 1,000  | (Audit)



---



|1 |  | All or part of the Annual Board Retainer may be paid by way of share units
under applicable share unit plans maintained by Aliant, BCI and BCE Emergis or
by us for other subsidiaries that
are eligible to participate in our Directors Share Unit Plan being
further described on the previous page. Refer to the most recent management
proxy circular filed with Canadian securities
regulatory authorities by Aliant, BCI and BCE Emergis and the most recent
Annual Information Form of Bell Canada.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 |  | The attendance fee for the Audit Committee of BCE Emergis is $1,500.                                                                                                                                                                                                                                                                                                                                                                                                                                       

Minimum Share Ownership Guideline

The minimum share ownership guideline in place for 2002 consisted of
directors being required to own 3,000 common shares or share units within
three years of their election to the Board.

Lead Director Compensation

In February 2001, Mr. Currie was granted 30,000 phantom stock options for
the years 2001 to 2003 in recognition of his expected role as lead director for
a three year period ending at the end of 2003. The right to exercise these
30,000 phantom stock options was to have accrued by 33 1/3% a year starting on
February 28, 2001. These options had a ten-year term. Upon exercise
of these options, he was to receive a cash payment equal to the difference
between the market price at the time of exercise and the market price at the
time of grant. However, as a result of Mr. Curries resignation as lead
director on April 23, 2002 and his appointment as Non-Executive Chairman
of the Board, 66 2/3% of the original 30,000 phantom stock options grant
was cancelled.

Effective with Mr. Curries appointment as Non-Executive Chairman of
the Board on April 23, 2002, his compensation arrangement was modified to
reflect the increased duties and responsibilities incumbent with such position.
The terms of such new arrangement are outlined below.

2003 COMPENSATION OF OUTSIDE DIRECTORS

We undertook in 2002 a comprehensive review of compensation arrangements for
outside directors. In November 2002, the CGC recommended the
following key changes, which were approved by our Board to take effect on
January 1, 2003:



| |  |  | the cash compensation for our outside directors was increased to
reflect their increased roles and responsibilities further to new
governance standards under Sarbanesand the SEC Rules                                                                                                                                                                                   
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | until the increased minimum share ownership level (described on the
next page) is attained, compensation will be paid in the form of share
units under our Directors Share Unit Plan. Once an outside director
attains the increased minimum share ownership level, he or she can
elect the degree (if any) to which compensation will be paid in the
form of share units
|
| |  |  | effective November 2002, the outside directors Stock Option Program
and all outstanding options under this program were cancelled                                                                                                                                                                                                                                         
|
| |  |  | comprehensive directors fees to cover the services of outside directors
as directors of BCE and other BCE group companies the common
shares of which are not publicly traded                                                                                                                                                                                              
|
| |  |  | non-Canadian resident directors elected or appointed in the future
will be paid in Canadian funds in the same amounts as Canadian
directors.                                                                                                                                                                                                                              

2003 Cash Compensation

Effective January 1, 2003, an all-inclusive flat fee arrangement has been
introduced in lieu of retainers and attendance fees, as follows:

|  |  |                                                                                                                                                                                                       |  |                                                    
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
| |  | Canadian resident and future non-Canadian
resident outside directors (except
Mr. R. J. Currie as Chairman of the Board
and Mr. J. E. Newall as Chairman of the
Audit Committee)                       |  | flat fee of $150,000
per year, payable
quarterly   
| 
| |  | Two non-Canadian resident outside
directors who were members of the Board
when new compensation arrangements
were approved in November 2002
(Messrs. J. H. McArthur and R. C. Pozen)                  |  | flat fee of $150,000 US
per year, payable
quarterly
| 
| |  | Chairman of the Audit Committee
(who also currently serves as Chairman
of the Audit Committee of Bell Canada,
with no additional remuneration)                                                        |  | flat fee of $225,000
per year, payable
quarterly   
| 
| |  | Chairman of the Board (who also
currently serves as Chairman of the
Board of Bell Canada with no additional
remuneration), effective April 23, 2002
upon his appointment as our Chairman
of the Board |  | flat fee of $300,000
per year, payable
quarterly   

---

Bell Canada Enterprises  22  Management Proxy Circular



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##### Table of Contents



---

Minimum Share Ownership Guideline

Outside directors are expected to own at least 10,000 common shares and/or
share units under the Directors Share Unit Plan. Outside directors have five
years from the later of becoming a Board member and November 26, 2002,
to reach such threshold. This minimum share ownership guideline is
an increase from the previous guideline which required directors to own
3,000 common shares or share units within three years of their election
to the Board.

The Board believes that the increase in the share ownership guideline
for our outside directors serves to further align the interests of our outside
directors with those of our shareholders.

Cancellation of Outside Directors Stock Option Program

We have had in place an outside directors Stock Option Program since
November 2000 under which each outside director (to November 2002) was
awarded a one-time grant of options covering 15,000 common shares with
an additional one-time grant covering 7,500 common shares for directors
residing outside of Canada. These options had a term of 10 years and an
exercise price equal to the market price of our common shares on the day
prior to the time of grant. No options have been exercised under this program.
In connection with the changes in director compensation arrangements described
above, on November 26, 2002 all outstanding options
(whether vested or unvested) were forfeited and the program was
terminated.




Report on Officers Compensation

COMPENSATION PHILOSOPHY

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 our corporate success. Our compensation
philosophy is to offer total compensation based on a comparator group of
major Canadian and U.S. companies.

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 to executives to pursue growth opportunities for BCE 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 MRCC periodically reviews our executive compensation policy,
generally to ensure that it continues to be effective in meeting objectives
set out above. This review also includes a specific review of the compensation
of our Chief Executive Officer and senior officers and certain subsidiaries. In
this document, our officers whose compensation is set forth
under the Summary Compensation Table are referred to as the Named Executive
Officers. The compensation of two of our Named Executive Officers,
Messrs. Blouin and Fecan, is approved by the boards of BCE Emergis and
Bell Globemedia, respectively, based in each case on a compensation philosophy
which is substantially similar to our philosophy.

TOTAL COMPENSATION

Total compensation is comprised of four elements:



| |  |  | Base salary                       
| | - |  | ----------------------------------
|
| |  |  | Annual short-term incentive awards
|
| |  |  | Long-term incentives              
|
| |  |  | Benefits and perquisites.         

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
fairness). 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, the MRCC does not assign pre-determined weighting to any of
the compensation elements.

Base Salary

The MRCC determines 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.

Chief Executive Officer

Following his appointment as President and Chief Executive Officer and
going forward, Mr. Sabia has requested that the balance between base
salary and incentive compensation be adjusted to reflect an increase in the
compensation at risk. To that end, the MRCC has repositioned the mid-point
of the salary range for the Chief Executive Officer position at 90% of the
middle value of the salaries paid by the comparator group for similar
positions. Mr. Sabias annual salary of $1,000,000 for 2002 as President and
Chief Executive Officer placed him at the minimum of the salary range. This
decrease in the mid-point, combined with an increase in the annual
short-term incentive target (125%) (see Annual Short-Term Incentive Awards
on the next page) puts more compensation at risk while maintaining the
cash compensation of the Chief Executive Officer position in line with our
compensation philosophy.

Mr. Montys 2002 salary of $1,385,000 per year as Chairman and Chief
Executive Officer was set at 100% of the middle value of the salaries paid
in the comparator group for similar positions.

Bell Canada Enterprises  23  Management Proxy Circular



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##### Table of Contents



---

Annual Short-Term Incentive Awards

As part of the executive compensation policy, the MRCC established annual
short-term incentive target awards ranging in 2002 from 35% of salary for
the lowest eligible officer position to 125% of salary for the Chief Executive
Officer. With respect to the Named Executive Officers the minimum target
award was 60%.

Annual awards are based upon two factors:



| corporate performance this is assessed on the basis of strategic
business objectives and quantifiable financial targets both being set at the beginning of the year as the Corporate Mandate by the Board
(see Statement of Corporate Governance Practices, No. 1(a) on page 14 and No. 1(c) on page 15). Strategic business
objectives might include, for example, a specific corporate objective
with respect to a particular subsidiary, the development of new
businesses, the improvement of management development, or the
strengthening of certain relationships. Quantifiable financial targets
might include, for example, earnings per share or contribution to
earnings from core businesses. Primary consideration is generally
given to the quantifiable financial targets for BCE and its principal
business units; and
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| individual contribution this is evaluated on the basis of criteria
which affect corporate performance such as creativity and initiative
in addressing business issues, succession planning and management
development.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

On the basis of the above factors, the MRCC determines the size of the
annual short-term incentive awards. More specifically, amounts of the
awards are computed based on the product of the corporate performance
factor and of the individual contribution factor. Actual awards may vary
between zero and, depending on the position held, a maximum of three times
the target awards based on achievement of the above two factors. 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 Units on page 26) 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 26.

Chief Executive Officer

Upon the appointment of Mr. Sabia as President and Chief Executive Officer, the
annual short-term incentive target for that position was increased
from 100% to 125% of base salary, retroactive to the beginning of 2002.
The increase in the annual short-term incentive target coincides with a
decrease in the mid-point of the salary range so as to preserve the alignment
of the total cash compensation payable to the Chief Executive Officer
with our compensation policy. Mr. Sabias 2002 bonus was established at
$650,000 by the MRCC. The awards reflect the fact that, in 2002, we did not
fully achieve the Corporate Mandate targets and with respect to the individual
contribution factor, the MRCC and the Board assessed that Mr. Sabia
had exceeded his targets. Mr. Sabia elected to receive 100% of his 2002
short-term incentive award in share units. Therefore, no short-term incentive
award in the form of cash was paid to him for 2002.

Mr. Monty did not receive any 2002 short-term incentive awards.

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 EBITDA1 objectives in a period
of economic uncertainty. Messrs. Sheridan and Wetmore were eligible to
receive up to an additional 33% of their 2002 annual short-term incentive
award. However, as the Bell Canada EBITDA1 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. Messrs. Sabia, Sheridan and Wetmore
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 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 Bell Canada Capital Efficiency Incentive Planon page 30.







|1 |  | The term EBITDA (earnings before interest, taxes, depreciation and
amortization) does not have a standard meaning under Canadian generally
accepted accounting principles. 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. The most comparable earnings measure is operating
income.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada Enterprises  24  Management Proxy Circular



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##### Table of Contents



---

Long-Term Incentives

STOCK OPTIONS

The MRCC may grant options to purchase BCE common shares under our
stock option plans to our officers and other key employees and those of certain
of our subsidiaries (such stock option plans being herein collectively
referred to as the Stock Option Program). Stock option awards do not take
outstanding options into account. 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 23 under Total Compensation. The number of options
granted is calculated by dividing the value of the grant by the market value
of our 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 or one of our subsidiaries. In such
instances, the term may be reduced in accordance with the provisions of the
Stock Option Program or in accordance with decisions made from time to
time by the MRCC.

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 MRCC at the time of grant. For Special
Grants, the right to exercise may accrue over a longer period of time.

The 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.
If such a Change of Control occurs and an optionees employment is terminated by BCE 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 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                                                                                                                 
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | certain changes to the composition of the majority of our Board such
as those which may result from a dissident proxy solicitation                                                                                              
|
| |  |  | the approval by our shareholders of plans or agreements providing
for the disposition of all or substantially all our assets, our
liquidation or dissolution or, in certain cases, our merger, consolidation or
amalgamation, or
|
| |  |  | such other event as the MRCC may determine to be a Change of
Control in its sole discretion.                                                                                                                                  

Options held by an optionee principally employed in a BCE business
unit, such as Bell Canada or such other subsidiary identified by the MRCC (a
Designated Business Unit), with respect to which the right to exercise has
not yet accrued will, in the event that we cease to hold at least a 50%
interest but continue 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 of our 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 we
cease 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 MRCC may determine.

Options granted since 2001 provide that, should the holder cease to be
employed by BCE or its subsidiaries and subsequently engages in Unfair
Employment Practices (which includes using our confidential information
for the benefit of a subsequent employer), all then unexercised options
forfeit, and, in addition, the holder must reimburse us 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 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 our common shares are
listed and posted for trading, the MRCC may also set an exercise price below
the Subscription Price. This would occur where an option to acquire shares
of one of our subsidiaries or of a company which is proposed to become one
of our subsidiaries is converted into an option to acquire our common shares
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.

Effective January 1, 2003, we adopted the fair value method of accounting
for stock option compensation on a prospective basis.1

Named Executive Officers

Mr. Sabia received an annual grant of 360,000 options in February 2002.

As a result of his appointment as Chief Executive Officer in April 2002,
based on our compensation policy, Mr. Sabia would have been entitled to an
additional grant of options which was replaced by 4.5 years of service for
pension purposes. The range of the option grant for the Chief Executive Officer
was also reduced on a going forward basis to partially offset a minimum
pension at age 55. For more information, see Pension Arrangementson
page 32.



|1 |  | In December 2002, we announced that effective January 1, 2003, we 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, we expect to record operating
expenses of approximately $40 million to $55 million in 2003, representing
an impact of approximately $0.04 to $0.05 on net earnings per share.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada Enterprises  25  Management Proxy Circular



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##### Table of Contents



---

Mr. Monty received a grant of 650,000 options in February 2002 as our
Chairman and Chief Executive Officer. Pursuant to the terms of Mr. Montys
employment with BCE, all his options vested upon his retirement and will
remain outstanding for the remaining normal term.

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 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 33 1/3% 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.

Mr. Blouin, as Chief Executive Officer of BCE Emergis, one of our
subsidiaries, participates in the BCE Emergis Share Option Plan. The stock
option plan of BCE Emergis is substantially similar to the Stock Option Program
with the exception that the term of the options is six years instead of
ten, and the right to exercise options, rather than accruing by 25% annual
increments over a period of four years from the date of grant, accrues as
follows: 25% after two years, 75% after three years and 100% after four
years. For additional information on the BCE Emergis Share Option Plan,
refer to BCE Emergis most recent management proxy circular filed with
Canadian securities regulatory authorities.

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.

SHARE UNITS

To increase the alignment of executive and shareholder interests, we have in
place an Executive Share Unit Plan pursuant to which share units (Units),
each one being equivalent in value to one BCE common share, may be
awarded to certain of our officers and other key employees and of certain
subsidiaries (the Participants). In addition, special awards may be
granted by the MRCC to recognize singular achievements or to achieve certain
corporate objectives. The number and terms of outstanding Units are
not taken into account when determining whether and how many new Units
will be awarded. Furthermore, there are no vesting conditions under the
terms of our Executive Share Unit Plan.

Units earn dividends in the form of additional Units at the same rate
as dividends on outstanding common shares. Following cessation of employment of
a Participant, Units are paid, after remittance of applicable withholding
taxes, in BCE common shares purchased on the open market.

The Executive Share Unit Plan allows eligible officers to elect to be paid
up to 100% of their annual short-term incentive awards in the form of Units
in lieu of being paid in cash. Thus, once the MRCC approves the annual
short-term incentive awards based on the factors described on page 24
under Annual Short-Term Incentive Awards,on the basis of the election of
each eligible officer, the MRCC establishes the number of Units granted.
This election can be used as a mean to achieve mandatory minimum share
ownership levels as described below under Share Ownership Guidelines.
All Named Executive Officers, except Mr. Fecan and Mr. Blouin (with
respect to awards paid by BCE Emergis), qualify as eligible officers.

Chief Executive Officer

Mr. Sabia elected to receive 100% of his 2002 annual short-term incentive
award of $650,000 in Units, for a total of 23,222 Units based on a market
price of $27.99.

Further to a MRCC recommendation, the Board approved a special grant
of 40,000 Units to Mr. Monty in February 2002 as part of his overall compensation arrangements.

BELL GLOBEMEDIA DEFERRED CASH PLAN

Executives of Bell Globemedia participate in a deferred cash plan (the
Deferred Cash Plan). This Plan is designed to reward executives on the
basis of achievement of specific EBITDA1 objectives. The target grant value
is determined at the beginning of each year by the Board of Bell Globemedia
and becomes effective on February 28th of the same year. If Bell Globemedia
achieves EBITDA objectives for the year in which the grant was made, the
grant becomes vested and will be payable over a three-year period in equal
installments commencing on the first anniversary of the grant. Achievement
of 100% of the objectives results in an award equal to 100% of the target
grant value; achievement of the objectives at a level of 67% results in an
award equal to 50%; and achievement of the objectives at a level of 120%
or more results in an award equal to 200% of the target grant value; with
percentage achievement in between resulting in a scaling of the actual
award amount between 50% and 200%. The executive must remain
employed by Bell Globemedia at the time of each payment to be eligible for
the payments. For 2002, the target grant value for Mr. Fecan was established at
70% of base salary.

Bell Globemedia also introduced a one-time three-year Enterprise Value
Plan to recognize the degree of difficulty linked to the 2004 EBITDA objective.
If the 2004 EBITDA objective is achieved at target, Mr. Fecan will be entitled
to an additional incentive payment equal to 1.5 times the 2005 payout
under the Deferred Cash Plan.

SHARE OWNERSHIP GUIDELINES

Our compensation programs emphasize share ownership. Our officers are
required to attain specified share ownership levels (through common share
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%.

NOTE: The target level for Mr. Fecan is 150% with a lower annual grant of
BCE stock options to account for his participation in the Bell Globemedia
Deferred Cash Plan.



|1 |  | See the definition of EBITDA in footnote 1 on page 24
|- |  | -------------------------------------------------------

Bell Canada Enterprises  26  Management Proxy Circular



---



##### Table of Contents



---

Participation in our following plans can contribute to the attainment of
the minimum share ownership target:



| |  |  | Executive Share Unit Plan described on the previous page under
SHARE UNITS                                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employees Savings Plan described on page 30 in footnote (7) of the
Summary Compensation Table                                                                                         
|
| |  |  | Shares acquired pursuant to the exercise of stock options granted
under the Stock Option Program described on page 25 under STOCK
OPTIONS, for as long as they are held by the officer.

COMPENSATION PHILOSOPHY OF OUR SUBSIDIARIES

The compensation policies of Bell Canada are substantially similar to ours
except that their short-term incentive plans tie payouts to their specific
corporate objectives set out at the beginning of the year. Bell Canada has also
introduced special incentive awards towards the achievement of specific
financial targets for years 2002 and 2003 as mentioned on page 24 under
Annual Short-Term Incentive Awardsand under Two-Year Bell Canada
Capital Efficiency Incentive Plan.The compensation policies of Bell
Globemedia, Aliant and BCE Emergis are compatible with ours except that their
short-term incentive plans tie payouts to their specific corporate objectives
set out at the beginning of the year. Grants of BCE options to Messrs. Fecan,
Sheridan and Wetmore in 2002 were approved by our Board upon the recommendation
of each subsidiary. Stock option grants to Mr. Wetmore while
he was employed by Aliant were made under the Aliant Stock Option Plan in
accordance with the Aliant compensation policies. Stock option grants to
Mr. Blouin since he joined BCE Emergis have been awarded by BCE Emergis
under the BCE Emergis Share Option Plan in accordance with the BCE Emergis
compensation policies.

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. For those Named Executive Officers
employed by entities where corporate objectives were not fully achieved,
annual short-term incentives paid were below target. 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:P. M. TELLIER, CHAIRMAN
B. M. LEVITT
J. H. McARTHUR
V. L. YOUNG

Bell Canada Enterprises  27  Management Proxy Circular



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##### Table of Contents






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EXECUTIVE COMPENSATION TABLE

The table below sets forth the compensation for the financial years ended
December 31, 2002, 2001 and 2000 for the two individuals who occupied the
position of Chief Executive Officer and the four other most highly compensated
Named Executive Officers for 2002.

Summary Compensation Table

|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|--------------------------- |  | ------------------- | ---- | ---------------------- |  | ------ | --------- | ----- |  | ------ | ------- | ------ |  | ------------ | --------- | ------------ |  | ---------------- | ------- | -------------------- |  | ------------------- |  | - | ---------- |  | ------- | 
|                           
|                            |  | Annual compensation |      | Long-term compensation |  |        |           |      
|                            |  |                     |      |                        |  |       
|                            |  | Awards              |      |                        |  |       
|                            |  |                     |      |                        |  |       
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  | Securities under |         | Restricted Shares or |  |                     |  |  
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  | Other Annual |           | Options /    |  | Restricted       |         | All Other           
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  | Compensation |           | SARs granted |  | Share Units      |         | Compensation        
|Name and principal position |  |                     |      |                        |  | Salary |           | Bonus |  | ($)    |         | (#)    |  | (#)          |           | ($)         
|(1)                         |  | Year                |      | ($)                    |  | ($)    |           | (2)   |  | (3)(4) |         | (5)(6) |  | (4)(7)      
|                           
|Michael J. Sabia            |  |                     | 2002 |                        |  |        | 931,667   |       |  |        |        |        |  |              | 9,177     |              |  |                  | 360,000 |                      |  | 23,222 Share Units  |  |   | 27,542     | 
|President and               |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $650,000   |  |   |            | 
|Chief Executive Officer,    |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|BCE                         |  |                     | 2001 |                        |  |        | 690,000   |       |  |        |        |        |  |              | 51,926    |              |  |                  | 50,000  |                      |  | 21,556 Share Units  |  |   | 19,136     | 
|Chief Executive Officer,    |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $720,000   |  |   |            | 
|Bell Canada                 |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|                            |  |                     | 2000 |                        |  |        | 525,000   |       |  |        |        |        |  |              | 126,854   |              |  |                  | 342,900 |                      |  | 19,200 Share Units  |  |   | 25,402     | 
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $792,000   |  |   |            | 
|                           
|Jean C. Monty               |  |                     | 2002 |                        |  |        | 692,500   |       |  |        |        |        |  |              | 271,588   |              |  |                  | 650,000 |                      |  | 40,000 Share Units  |  |   | 19,642     | 
|Former Chairman and         |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $1,336,000 |  |   |            | 
|Chief Executive Officer,    |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|BCE                         |  |                     | 2001 |                        |  |        | 1,300,000 |       |  |        |        |        |  |              | 312,163   |              |  |                  | 650,000 |                      |  | 44,910 Share Units  |  |   | 33,094     | 
|Former Chairman and         |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $1,500,000 |  |   |            | 
|Chief Executive Officer,    |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|Bell Canada                 |  |                     | 2000 |                        |  |        | 1,218,000 |       |  |        |        |        |  |              | 132,319   |              |  |                  |        |                      |  | 53,928 Share Units  |  |   | 24,311,401 | 
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $2,114,300 |  |   |            | 
|                           
|Ivan Fecan                  |  |                     | 2002 |                        |  |        | 700,000   |       |  |        | 490,000 |        |  |              | 29,615    |              |  |                  | 50,000  |                      |  |                     |  |  |            |  | 57,602  | 
|President and               |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|Chief Executive Officer,    |  |                     | 2001 |                        |  |        | 700,000   |       |  |        | 367,500 |        |  |              |          |              |  |                  | 150,000 |                      |  |                     |  |  |            |  | 952     | 
|Bell Globemedia             |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|                            |  |                     | 2000 |                        |  |        |          |       |  |        |        |        |  |              |          |              |  |                  |        |                      |  |                     |  |  |            |  |        | 
|                           
|John 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   |  |   |            | 
|                           
|Stephen G. Wetmore          |  |                     | 2002 |                        |  |        | 591,731   |       |  |        | 146,700 |        |  |              | 61,154    |              |  |                  | 395,000 |                      |  |                     |  |  |            |  | 652,147 | 
|Executive Vice-President,   |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  | 60,832  | (Aliant)             |  |                     |  |  |            |  |         | 
|BCE                         |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|Vice-Chairman, Corporate,   |  |                     | 2001 |                        |  |        | 524,865   |       |  |        | 256,861 |        |  |              | 1,119,151 |              |  |                  | 72,164  | (Aliant)             |  |                     |  |  |            |  |        | 
|Bell Canada                 |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|                            |  |                     | 2000 |                        |  |        | 498,953   |       |  |        | 276,000 |        |  |              | 300,000   |              |  |                  | 121,355 | (Aliant)             |  |                     |  |  |            |  |        | 
|                           
|Pierre J. Blouin            |  |                     | 2002 |                        |  |        | 483,805   |       |  |        | 155,320 |        |  |              | 22,684    |              |  |                  | 130,000 |                      |  | 449 Share Units     |  |   | 105,096    | 
|Chief Executive Officer,    |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  | 230,000 |                      |  | based on $12,580    |  |   |            | 
|BCE Emergis                 |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  | (BCE Emergis)    |         |                      |  |                     |  |   |            |  |        
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  |                     |  |   |            |  |         | 
|                            |  |                     | 2001 |                        |  |        | 355,000   |       |  |        | 349,600 |        |  |              | 37,800    |              |  |                  | 105,634 |                      |  | 910 share units     |  |   | 9,282      | 
|                            |  |                     |      |                        |  |        |           |       |  |        |         |        |  |              |           |              |  |                  |         |                      |  | based on $30,400    |  |   |            | 
|                            |  |                     | 2000 |                        |  |        | 274,612   |       |  |        | 280,000 |        |  |              | 344,205   |              |  |                  | 80,098  |                      |  |                     |  |  |            |  | 8,804   | 
|                           



|(1) |  | Mr. Sabiawas appointed Executive Vice-President of BCE and Vice-Chair,
Corporate of Bell Canada on July 3, 2000. He became President of BCE later in
2000 while maintaining his responsibilities at Bell Canada. In March 2002, he
was appointed President and Chief Operating Officer of BCE and Chief Operating
Officer of Bell Canada. He became President and Chief
Executive Officer of BCE on April 24, 2002 and Chief Executive Officer of
Bell Canada on May 2, 2002. His 2002 compensation was determined by our Board
in accordance with our
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    |  | compensation policies and paid to him by us. 65% of his total compensation
was charged to Bell Canada for services rendered. The principal terms of his
employment are described under
Termination and Other Employment Arrangementson page 33. Prior to joining
BCE, Mr. Sabia was Chief Executive Officer of BCI with his compensation
established and paid by BCI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Mr. Montyresigned as Chairman and Chief Executive Officer of BCE on April
23, 2002 and Bell Canada effective May 2, 2002. 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 our Board in accordance with our compensation
policies and pre-existing contractual arrangements and paid to him by BCE. 50%
of his total compensation was charged to Bell Canada for services rendered. The
principal terms of his retirement arrangements with BCE
are described under Pension Arrangementson page 32. The salary figure
included in this table for 2002 reflects actual salary paid to July 1, 2002
based on an annual salary of $1,385,000.                                                                                                                                      
|   
|    |  | Mr. Fecanjoined Bell Globemedia, one of our subsidiaries, as President
and Chief Executive Officer on January 9, 2001. Mr. Fecans compensation was
determined by the Board of Bell
Globemedia and paid in accordance with Bell Globemedias compensation
policies. Mr. Fecan was not one of our executive officers prior to January 9,
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | 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 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 on May 2, 2002. From April 22,
1999 to February 28,
2002, Mr. Wetmore was President and Chief Executive Officer of Aliant,
which became one of our subsidiaries 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 us are described under Pension Arrangements
and Termination and Other Employment Arrangementson pages 32 and 33,
respectively. All figures included
in this table for 2000 show the total compensation received by Mr. Wetmore
during 2000, including the period before Aliant became a subsidiary.
|   
|    |  | Mr. Blouinwas appointed Chief Executive Officer of BCE Emergis on May 13,
2002. Between January 27, 2000 and March 1, 2002 Mr. Blouin was President and
Chief Executive Officer of Bell
Mobility, a subsidiary of Bell Canada. From March 1, 2002 until his
appointment at BCE Emergis, he occupied the position of Executive
Vice-President at BCE in addition to his role at Bell
Mobility. His 2002 compensation was paid by Bell Mobility and BCE during
part of 2002 in accordance with Bell Canada and BCEs compensation policies and
since May 2002 it has been
paid by BCE Emergis in accordance with BCE Emergis compensation policies.                                                                                                                                                                                                                                              
|   
|(2) |  | In the case of Mr. Sabia,Other Annual Compensation primarily includes
cash payments of $100,000 and $41,667 for 2000 and 2001 respectively as per his
compensation arrangements
with BCI and an amount of $21,552 paid in lieu of vacation in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | In the case of Mr. Monty,Other Annual Compensation consists of
perquisites and other benefits comprised primarily, in 2000, of an amount of
$112,136 (converted from U.S. dollars to
Canadian dollars at the rate of 1.4852 being the average of the exchange
rates in effect during 2000), in 2001, of an amount of $288,359 (converted from
U.S. dollars to Canadian dollars
at the rate of 1.5484 being the average of the exchange rates in effect
during 2001), and in 2002, of an amount of $130,888 (converted from U.S.
dollars to Canadian dollars at the rate of
1.5704 being the average of the exchange rates in effect during 2002),
representing our aggregate incremental cost related to the personal use by Mr.
Monty of our corporate aircraft.
Moreover, in 2002 an amount of $42,452 was paid in lieu of vacation.                                                        
|   
|    |  | In the case of Mr. Fecan,Other Annual Compensation consists of an
amount of $29,615 paid in lieu of 2002 vacation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | In the case of Mr. Sheridan,Other Annual Compensation refers to the
gains from the exercise of SCPs attached to options under the 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. Blouin,Other Annual Compensation for 2002 includes
an amount of $16,284 paid in lieu of vacation. It also includes amounts of
$37,800 and $6,400 for 2001 and
2002, respectively, relating to the lease by us of an apartment used by
Mr. Blouin when working in Toronto. For 2000, it includes an amount of $344,205
which represents the gain from the
exercise of SCPs attached to options under the Stock Option Program.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | No amount is included in this table for perquisites and other personal
benefits where they amount to less than the $50,000 disclosure threshold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) |  | These represent options granted under the Stock Option Program which is
described under STOCK OPTIONS on page 25.See also the stock options table on
page 31. For Messrs. Wetmore
and Blouin, also included are options granted by Aliant and BCE Emergis,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | In the case of Mr. Sabia,he was granted in 1999 options to acquire 65,000
common shares as well as options to acquire 180,000 BCI common shares under the
Bell Canada International
Long-Term Incentive (Stock Option) Program (1997) (the ''BCI Stock Option
Program) of which 90,000 were replaced by options to acquire 114,557 BCE
common shares converted in accordance with a share price ratio methodology
which preserved the existing economic interest and which are included in the
options to acquire 342,900 BCE common shares granted in 2000.
All other BCI options remain outstanding. For a description of the BCI
Stock Option Program refer to BCIs most recent management proxy circular filed
with Canadian securities regulatory
authorities.                                                                                                                          
|   
|    |  | In the case of Mr. Fecan,the number of options that would have normally
been granted to him in 2002 in accordance with our compensation policies was
reduced by half to account for his
participation in Bell Globemedia Deferred Cash Plan which is described
under BELL GLOBEMEDIA DEFERRED CASH PLAN on page 26.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | In 2002, Mr. Sheridanreceived, in addition to an annual grant of 230,000
options, a special grant of 300,000 options with 20% vesting each year over
five years serving to recognize a
valuable contribution and important future challenges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | 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.                                                          
|   
|    |  | In the case of Mr. Blouin,he was granted 130,000 options in 2002 under
the Stock Option Program. In addition, Mr. Blouin received three grants of
stock options under the BCE Emergis
Share Option Plan, which is referred to under STOCK OPTIONS on page 25: a
hiring grant of 130,000 options, an advance grant of 20,000 options
(representing the target portion of the 2003
annual stock option grant), and a special grant of 80,000 options with
special vesting rules for retention purposes. These 80,000 options will vest
after three years from the date of grant.                                                                                                                                                                                                                                                                                                                  

Bell Canada Enterprises  29  Management Proxy Circular



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|    |  | Freestanding Stock Appreciation Rights (SARs) are not granted under the
Stock Option Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | For 2000, the numbers shown in this table represent the number of
securities under new options granted in 2000 under the Stock Option Program and
under the Aliant and BCE Emergis
Plans, as the case may be, and do not include the number of BCE
Replacement Options (as defined below) or Nortel Replacement Options (as
defined below) granted in connection with the
distribution by BCE of an approximate 35% ownership interest in Nortel
Networks Corporation (Nortel Networks) on May 1, 2000. Options to acquire our
common shares outstanding on
May 1, 2000 were cancelled and replaced by (a) options to acquire an equal
number of our common shares on the same terms and conditions as the original
options (the BCE Replacement
Options) and (b) options to acquire approximately 1.57 post-split common
shares of Nortel Networks (the Nortel Replacement Options), with exercise
prices established so as to preserve
the economic value of the options originally granted.             
|   
|    |  | The SCPs attached to options granted prior to November 1999 under the
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 and/or its
subsidiaries. SCPs are triggered when the options to acquire our common shares
or Nortel Networks common shares,
as the case may be, are exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | Units which are equivalent in value to BCE common shares were awarded.
The number of Units awarded was determined on the basis of the closing price of
BCE 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 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 common shares. For further
information, see SHARE UNITS on page 26. 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. Sabia: 48,951 Units with
a value of $1,395,090, Mr. Monty: 238,241 Units with a value of $6,789,874, Mr.
Sheridan: 18,930 Units with a
value of $539,527 and Mr. Blouin: 942 Units with a value of $26,855.
|   
|(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 described in footnote (4)
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(7) |  | All Other Compensation for Messrs. Sabia, Monty, Sheridan, Wetmore and
Blouin includes company contributions under the BCE Employees Savings Plan
(1970). Under this plan, our
employees and those of Bell Canada, including executive officers, are
eligible to make a basic contribution towards the purchase of our common shares
of up to 6% of their base salary and
short-term incentive awards matched by a BCE or Bell Canada contribution
of $1 for every $3 contributed by the employee. BCE Emergis offers a similar
plan to its employees where BCE
Emergis contributes $1 for every $2 contributed by the employee. For Mr.
Blouin, company contributions under the BCE Emergis Employee Share Purchase
Plan are included in All Other
Compensation. All Other Compensation also includes payments for life
insurance premiums.                                                                                                                                                              
|   
|    |  | In the case of Mr. Sabia,All Other Compensation also includes a health
allowance of 1.5% of salary which was paid by BCI for the year 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | In the case of Mr. Monty,All Other Compensation also includes, for
2000, gains from the exercise of SCPs under the 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. Fecan,All Other Compensation also includes, for
2002, an amount of $43,077 paid in lieu of 2001 vacation and an amount of
$13,500 in employer contributions to a
defined contribution pension plan in which he participates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | 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. Blouin,All Other Compensation also includes an
amount of $35,000 which was paid by BCE in 2002 as a relocation allowance, as
well as an amount of $55,556 paid
in lieu of 2001 vacation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    




BELL CANADA CAPITAL EFFICIENCY INCENTIVE PLAN

The following table 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 24.

Awards in most recently completed year

|                   |  |                   |   |                    |  |                |  |          |   |                                  |  |   |           |  |  |   |           |  |  | 
|------------------ |  | ----------------- | - | ------------------ |  | -------------- |  | -------- | - | -------------------------------- |  | - | --------- |  |  | - | --------- |  |  | 
|                  
|                   |  |                   |   |                    |  |                |  |          |   | Estimated Future Payouts Under  
|                   |  |                   |   |                    |  |                |  |          |   | Non-Securities-Price-Based plans
|                   |  |                   |   |                    |  | Performance or |  | (1)     
|                   |  | Securities, Units |   | Other Period Until |  |               
|                   |  | or Other Rights   |   | Maturation or      |  | Threshold      |  | Target   |   | Maximum                         
|Name               |  | (#)               |   | Payout             |  | ($ or #)       |  | ($ or #) |   | ($ or #)                        
|                  
|Michael J. Sabia   |  |                   |  |                    |  | March 1, 2004  |  |          | 0 |                                  |  | $ | 1,437,500 |  |  | $ | 1,437,500 | 
|John W. Sheridan   |  |                   |  |                    |  | March 1, 2004  |  |          | 0 |                                  |  | $ | 672,750   |  |  | $ | 672,750   | 
|Stephen G. Wetmore |  |                   |  |                    |  | March 1, 2004  |  |          | 0 |                                  |  | $ | 493,600   |  |  | $ | 493,600   | 



|(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 the 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 24 under Two-Year Bell Canada Capital
Efficiency Incentive Plan.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Amounts for 2002 and 2003 are estimated using current base salary and
target bonus. Actual payments, if any, will be calculated using compensation
data as of December 31, 2003. The
amount for Mr. Wetmore for 2002 has been prorated to recognize the period
of employment with Bell Canada.                                                                                                                                                                                                                                                                                                                                                                   

Bell Canada Enterprises  30  Management Proxy Circular



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STOCK OPTIONS

The following table sets forth individual grants of stock options to each of
the Named Executive Officers under the Stock Option Program, the
BCE Emergis Share Option Plan and the Aliant Stock Option Plan during the
financial year ended December 31, 2002.

Option / SAR Grants during the most recently completed financial year

|                               |  |                        |         |                 |  |                      |     |                      |  |                 |       |                       |  |                 |       |  |  |               |  | 
|------------------------------ |  | ---------------------- | ------- | --------------- |  | -------------------- | --- | -------------------- |  | --------------- | ----- | --------------------- |  | --------------- | ----- |  |  | ------------- |  | 
|                              
|                               |  |                        |         |                 |  |                      |     |                      |  |                 |       |                       |  | Market value of |       |  |  |              
|                               |  |                        |         |                 |  | % of Total options / |     |                      |  |                 |       | securities underlying |  |                 |       | 
|                               |  | Securities under       |         | SARs granted to |  | Exercise or          |     | options / SARs       |  |                 |       |                      
|                               |  | options / SARs granted |         | employees in    |  | base price           |     | on the date of grant |  |                 |       |                      
|                               |  | (#)                    |         | financial year  |  | ($ / Security)       |     | ($ / Security)       |  |                 |       |                      
|Name                           |  | (1)(2)                 |         | (2)             |  | (3)                  |     | (2)                  |  | Expiration date
|                              
|Michael J. Sabia               |  |                        | 360,000 |                 |  |                      | 4.5 | %                    |  | $               | 33.40 |                       |  | $               | 33.40 |  |  | Feb. 26, 2012
|Jean C. Monty                  |  |                        | 650,000 |                 |  |                      | 8.1 | %                    |  | $               | 33.40 |                       |  | $               | 33.40 |  |  | Feb. 26, 2012
|Ivan Fecan                     |  |                        | 50,000  | (4)             |  |                      | 0.6 | %                    |  | $               | 33.40 |                       |  | $               | 33.40 |  |  | Feb. 26, 2012
|John W. Sheridan               |  |                        | 230,000 |                 |  |                      | 2.9 | %                    |  | $               | 33.40 |                       |  | $               | 33.40 |  |  | Feb. 26, 2012
|John W. Sheridan               |  |                        | 300,000 | (5)             |  |                      | 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 | (5)             |  |                      | 2.8 | %                    |  | $               | 25.60 |                       |  | $               | 25.60 |  |  | Aug. 6, 2012 
|Stephen G. Wetmore (Aliant)    |  |                        | 60,832  | (6)             |  |                      | 9.6 | %(9)                 |  | $               | 29.12 |                       |  | $               | 29.12 |  |  | Feb. 12, 2012
|Pierre J. Blouin               |  |                        | 130,000 |                 |  |                      | 1.6 | %                    |  | $               | 33.40 |                       |  | $               | 33.40 |  |  | Feb. 26, 2012
|Pierre J. Blouin (BCE Emergis) |  |                        | 150,000 | (7)             |  |                      | 4.3 | %(10)                |  | $               | 9.05  |                       |  | $               | 9.05  |  |  | June 10, 2008
|Pierre J. Blouin (BCE Emergis) |  |                        | 80,000  | (8)             |  |                      | 2.3 | %(10)                |  | $               | 9.05  |                       |  | $               | 9.05  |  |  | June 10, 2008
|                              



|(1)  |  | Each option granted under the Stock Option Program, the Aliant Stock
Option Plan or the BCE Emergis Share Option Plan covers one common share of
BCE, Aliant or BCE Emergis, respectively. No rights to Special Compensation
Payments were attached to options granted in 2002 to the Named Executive
Officers under the Stock Option Program, the Aliant Stock Option Plan
and the BCE Emergis Share Option Plan. These stock option plans are
described under STOCK OPTIONS on page 25.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(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, Aliant or BCE Emergis, as
the case may be, on the TSX on the day
prior to the effective date of each grant of options.                                                                                                                                                                                                                                      
|    
|(4)  |  | Number of options set at one-half the normal grant level to account for
Mr. Fecans participation in the Bell Globemedia Deferred Cash Plan.                                                                                                                                                                                                                                                                                                                                             
|    
|(5)  |  | These options vest over a five-year period i.e., 20% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(6)  |  | 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.                                                                                                                                                                                                                                                                                                       
|    
|(7)  |  | These options to purchase BCE Emergis common shares were granted by BCE
Emergis under the BCE Emergis Share Option Plan. Options vest over a four-year
period as follows: 25%, 75%
and 100% after two, three and four years, respectively.                                                                                                                                                                                                                                              
|    
|(8)  |  | These options to purchase BCE Emergiss common shares were granted by BCE
Emergis under the BCE Emergis Share Option Plan and will vest three years after
the date of grant.                                                                                                                                                                                                                                                                                                             
|    
|(9)  |  | Calculated based on total number of options granted in 2002 under the
Aliant Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(10) |  | Calculated based on total number of options granted in 2002 under the BCE
Emergis Share Option Plan.                                                                                                                                                                                                                                                                                                                                                                                     

Bell Canada Enterprises  31  Management Proxy Circular



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The following table sets forth details of all exercises of stock options by
each of the Named Executive Officers under the BCE Stock Option Program, the
BCI
Stock Option Program, the Aliant Stock Option Plan and the BCE Emergis Share
Option Plan 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.

Aggregated option / SAR exercises during the most recently completed financial
year
and financial year-end option / SAR values

|                   |  |  |             |  |  |                     |       |                |  |             |        |               |           |                            |           |               |                           |  |         |  |  |                      |           |  |  |  |           | 
|------------------ |  |  | ----------- |  |  | ------------------- | ----- | -------------- |  | ----------- | ------ | ------------- | --------- | -------------------------- | --------- | ------------- | ------------------------- |  | ------- |  |  | -------------------- | --------- |  |  |  | --------- | 
|                  
|                   |  |  |             |  |  |                     |       |                |  |             |        |               |           |                            |           |               |                           |  |         |  |  | Value of unexercised
|                   |  |  |             |  |  |                     |       |                |  |             |        |               |           | Unexercised options / SARs |           |               | "in-the-money" options / 
|                   |  |  |             |  |  |                     |       |                |  |             |        |               |           | at December 31, 2002       |           |               | SARs at December 31, 2002
|                   |  |  |             |  |  |                     |       |                |  | Aggregate   |        | (#)           |           |                            | ($)      
|                   |  |  |             |  |  | Securities acquired |       | value realized |  | (2)(6)      |        |               | (2)(3)(6)
|                   |  |  |             |  |  | on exercise         |       | ($)            |  |             |       
|Name               |  |  |             |  |  | (#)                 |       | (1)            |  | Exercisable |        | Unexercisable |           | Exercisable                |           | Unexercisable
|                  
|Michael J. Sabia   |  |  | BCE         |  |  |                     |      |                |  |             |       |               |           |                            | 268,042   |               |                           |  | 549,858 |  |  |                      | 1,962,381 |  |  |  | 638,298   | 
|Michael J. Sabia   |  |  | BCI(4)      |  |  |                     |      |                |  |             |       |               |           |                            | 750       |               |                           |  |        |  |  |                      |          |  |  |  |          | 
|Jean C. Monty      |  |  | BCE(5)      |  |  |                     |      |                |  |             |       |               |           |                            | 1,815,400 |               |                           |  |        |  |  |                      | 7,398,669 |  |  |  |          | 
|Ivan Fecan         |  |  | BCE         |  |  |                     |      |                |  |             |       |               |           |                            | 37,500    |               |                           |  | 162,500 |  |  |                      |          |  |  |  |          | 
|John W. Sheridan   |  |  | BCE         |  |  |                     | 5,100 |                |  |             | 55,576 |               |           |                            | 141,080   |               |                           |  | 826,182 |  |  |                      |          |  |  |  | 1,607,029 | 
|Stephen G. Wetmore |  |  | BCE         |  |  |                     |      |                |  |             |       |               |           |                            |          |               |                           |  | 395,000 |  |  |                      |          |  |  |  | 652,500   | 
|Stephen G. Wetmore |  |  | Aliant      |  |  |                     |      |                |  |             |       |               |           |                            | 144,133   |               |                           |  | 149,133 |  |  |                      | 989,169   |  |  |  |          | 
|Pierre J. Blouin   |  |  | BCE         |  |  |                     |      |                |  |             |       |               |           |                            | 69,866    |               |                           |  | 268,434 |  |  |                      | 100,578   |  |  |  | 269,160   | 
|Pierre J. Blouin   |  |  | Emergis BCE |  |  |                     |      |                |  |             |       |               |           |                            |          |               |                           |  | 230,000 |  |  |                      |          |  |  |  |          | 
|                  



|(1) |  | The aggregate value realized is calculated using the closing prices for a
board lot of common shares of BCE, BCI, Aliant or BCE Emergis, as the case may
be, on the TSX 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 25.                                                                                                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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, BCI, Aliant or BCE
Emergis, as the case may be, on the TSX
on December 31, 2002, less the exercise price of in-the-money options.
In-the-money options are options that can be exercised at a profit, i.e. the
market value of the shares is higher
than the price at which they may be bought from BCE, BCI, Aliant or BCE
Emergis, as the case may be.                                                                                                                
|   
|(4) |  | Reflects the July 12, 2002 BCI stock consolidation of 1 for 119.93284.
For more information concerning the BCI Stock Option Program, refer to BCIs
most recent management proxy circular
filed with Canadian securities regulatory authorities.                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) |  | Pursuant to the terms of Mr. Montys employment with BCE, all his BCE
Replacement Options and Nortel Replacement Options and related SCPs vested upon
his retirement and will remain
outstanding for their remaining normal term.                                                                                                                                                                                                                                                                                                                                                                           
|   
|(6) |  | As disclosed under footnote (4) to the Summary Compensation Table, on May
1, 2000 each outstanding BCE option was cancelled and replaced by options to
acquire an equal number of our
common shares 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 no longer holds a material
shareholding interest in Nortel Networks.




PENSION ARRANGEMENTS

Named Executive Officers participate in the non-contributory defined benefit
pension plan of BCE or of Bell Canada (the Pension Plan), with the
exception of Mr. Fecan who participates in the Bell Globemedia Defined
Contribution Pension Plan. BCEs and Bell Canadas plans are substantially
similar. In addition, eligible Named Executive Officers (with the exception of
Mr. Fecan) enter into supplementary executive retirement agreements
(SERPs). The following table shows estimated annual pension benefits
payable, under the Pension Plan and SERPs, upon retirement on
December 31, 2002 at age 65, to eligible Named Executive Officers in specified
average earnings and years of service classifications. In no case may
an eligible officer receive under the basic Pension Plan and the SERP an
annual aggregate pension benefit from BCE and our subsidiaries in excess
of 70% of average pensionable earnings.

Pension Plan Table

|             |           |    |  |                           |  |  |           |  |  |  |           | 
|------------ | --------- | -- |  | ------------------------- |  |  | --------- |  |  |  | --------- | 
|            
|             |           |    |  | Credited years of service
|Pensionable  |           |   
|Earnings ($) |           | 20 |  | 30                        |  |  | 40       
|            
|             | 500,000   |    |  | 164,500                   |  |  | 240,900   |  |  |  | 313,400   | 
|             | 700,000   |    |  | 232,500                   |  |  | 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 | 
|            

Benefits shown above 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%.

Bell Canada Enterprises  32  Management Proxy Circular



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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 or one of
our subsidiaries or associated companies. 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. Sabia had 20.0 years of credited service,
Mr. Sheridan, 27.2 years and Mr. Blouin, 20.3 years.                                                                                                                                                                                                                                

Mr. Sabia, age 49, is entitled to retire at anytime from age 60
under his SERP agreement with BCE. In 2002, an additional 9 years
of service were credited, such being offset by a reduction in the range
used to determine future grant of options for the purpose of providing (i)
a minimum replacement pension of 40% of his pensionable
earnings at age 55 and (ii) a replacement pension at age 65 of 70%
of his pensionable earnings. In the case of termination of employment on
or after age 55 but prior to age 60, Mr. Sabias pension would
be at least equal to 40% of his pensionable earnings defined as the
one-year average of his best consecutive 60-month. In the event of a
termination other than for cause or a change in control before the
age of 55, Mr. Sabias pension at age 55 and beyond will be calculated as
if he had reached age 55 prior to leaving.

Mr. Monty retired on July 1, 2002. His pension benefits were calculated in
accordance with the terms of his employment arrangements with
BCE, using 39.1 years of pensionable service
and
U.S. $1,575,600 as average pensionable earnings. The pensionable
earnings were established based on his Nortel Networks salary and
bonus history as per the terms of his employment arrangements with
BCE. Upon retirement, Mr. Montys monthly pension was calculated
as U.S. $64,094 plus CDN $3,891.

Under his SERP with BCE, Mr. Wetmore, age 50, will be eligible for
retirement at age 55. His BCE 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

An agreement with the President and Chief Executive Officer setting out the
terms and conditions of Mr. Sabias employment was entered into effective
April 24, 2002. In addition to the total compensation elements and pension
arrangements described on pages 23 to 26 and pages 32 and 33 as well as
in the Summary Compensation Table on page 28, the agreement provides
for the following principal terms:



|1. |  | Upon termination either (i) without cause, including following a change
in control or (ii) if Mr. Sabia resigns for reasons permitted under the
agreement, such as a substantial alteration in Mr. Sabias
responsibilities including the removal of Mr. Sabia as a Director of BCE (other
than
if required by law), a reduction in Mr. Sabias total compensation,
specific benefits or perquisites or for any reason within one year of a change
in control (as described below), the following amounts, at the rates in
effect at the date of termination are payable to Mr. Sabia:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Base salary and annual short-term incentive award, prorated to
the number of complete months expired immediately after such
termination                                                                                                                                                                                                                              
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A lump sum payment equal to the base salary plus annual short-term incentive award at target (currently 125% of base salary for
the Chief Executive Officer) for a maximum of thirty-six months (or
a period equal to the amount of time between the date of termination and
the date Mr. Sabia becomes eligible to receive his pension at age 65, whichever
is less)
|
| |  |  | Any other benefits such as pension, disability, insurance proceeds,
stock options or other amounts as may be payable as a result of
the termination of Mr. Sabias employment under any plan or
agreement.                                                                                                                                                           



|   |  | These payments are subject to his compliance with non-competition
and non-solicitation provisions.                                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The vesting of all of Mr. Sabias BCE stock options in the event of a
change of control (as defined below), irrespective of whether his
employment is terminated, or not. The agreement defines Change of Control
principally as the acquisition of 33 1/3% or more of our voting shares or
the acquisition of 33 1/3% or more of our assets.
|  
|3. |  | Compensation and treatment of stock options upon illness, disability,
retirement or death.                                                                                                                                                                                                                                                     

For Mr. Fecan, the terms of his employment with Bell Globemedia provide
that perquisites and other benefits will continue for a period of one year
subsequent to the termination of his employment.

For Mr. Wetmore, the terms of his employment with Bell Canada provide
that the provisions dealing with termination other than for cause in 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 2002 management proxy circular filed with Canadian
securities regulatory authorities.

Mr. Blouin continues to be covered by a BCE severance arrangement
under which he would be entitled to two years severance (base salary and
average short-term incentive) in the event he is no longer employed by the
BCE group.

Bell Canada Enterprises  33  Management Proxy Circular



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##### Table of Contents






Shareholder Return Performance Graphs

The graphs below compare the cumulative annual total return of our
common shares against the cumulative annual total return of the S&P/TSX
Composite Index and the S&P Global 1200 Telecommunication Services
Index, assuming an initial investment of $100 and that all subsequent dividends
were reinvested. Percentages shown within the graphs represent
compounded annual rates of return over the period.

(FIVE-YEAR CUMULATIVE TOTAL RETURN LINE GRAPH)

|              |      |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     | 
|------------- | ---- |  |  | --- |  |  |  | --- |  |  |  | --- |  |  |  | --- |  |  |  | --- | 
|BCE Inc.      |      |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     |  |  |  |    
|              | $100 |  |  | 124 |  |  |  | 287 |  |  |  | 410 |  |  |  | 352 |  |  |  | 292 | 
|             
|S&P/TSX       |      |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     |  |  |  |    
|              | $100 |  |  | 98  |  |  |  | 130 |  |  |  | 139 |  |  |  | 122 |  |  |  | 107 | 
|             
|S&P 1200 Tel. |      |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     |  |  |  |    
|              | $100 |  |  | 153 |  |  |  | 225 |  |  |  | 136 |  |  |  | 104 |  |  |  | 75  | 
|             

BCE Index

Our total return index is based on our share price on the TSX plus any unpaid
dividends. The five-year cumulative total return graph has been adjusted to
reflect the distribution of our approximate 35% ownership interest in Nortel
Networks to our shareholders on May 5, 2000. For the purposes of this graph,
it has been assumed that the 1.570386 common shares of Nortel Networks
received for each BCE common share held were sold on May 5, 2000 and
that the proceeds from such disposition were invested into our common
shares on the same day (without taking brokerage fees into account).

S&P/TSX Composite Index

The S&P/TSX Composite Index comprises approximately 70% of the total
market capitalization of Canadian-based companies listed on the TSX. Such
companies include amongst others: BCE, Bombardier Inc., Nortel Networks,
Royal Bank of Canada and Canadian National Railway Company.

The S&P/TSX total return data was obtained from The Globe and Mail.

S&P Global 1200 Telecommunication Services Index

The S&P Global 1200 Telecommunication Services Index consists of 50 companies
worldwide including amongst others: BCE, Telus Corporation, the U.S.
Regional Bell Operating Companies (BellSouth Corp., SBC Communications
Inc., Verizon Communications Inc., Qwest Communications International
Inc.), European Incumbent Local Exchange Carriers (BT Group PLC, Deutsche
Telekom AG, France Telecom SA, Telecom Italia SpA, Telefonica S.A.), U.S.
long-distance providers (Sprint Corp., AT&T Corp.), and wireless companies
(AT&T Wireless Services Inc., Vodafone Group PLC, Orange SA, China Mobile
(Hong Kong) Ltd., NTT Docomo Inc.).

The S&P Global 1200 Telecommunication Services total return data was
obtained from Standard & Poors.

(ONE-YEAR CUMULATIVE TOTAL RETURN LINE GRAPH)




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. BCE and our subsidiaries 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 Enterprises  34  Management Proxy Circular



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REPORT OF THE PENSION FUND COMMITTEE

The Pension Fund Committee (the PFC) is composed of four outside and
unrelated directors, namely Mr. R. J. Currie (Chairman), Mr. A. S. Fell,
Ms. J. Maxwell and Mr. R. C. Pozen. The PFC was established in November
2002 principally to assume the tasks related to our pension plan (the Plan)
and fund (the Fund) and the unitized pooled fund we sponsor for the
collective investment of the Fund and participating subsidiaries pension funds
(the Master Fund).

The PFC principally advises the Board on policy with respect to the
administration, funding and investment of the Plan, the Fund and the Master
Fund. More particularly, the PFC:



| |  |  | reviews the impact of proposed changes to benefits under the Plan on
the Plans liabilities and funding requirements                                                                                                                                                                                               
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | approves long-term funding objectives in relation to the Plan
liabilities                                                                                                                                                                                                                                          
|
| |  |  | approves the appointment or removal of the actuary of the Plan                                                                                                                                                                                                                                                     
|
| |  |  | with respect to the Plan, the Fund and the Master Fund, reviews the
systems in place for carrying out our responsibilities as employer and
administrator of the Plan, the Fund and the Master Fund, including
supervision and monitoring procedures and reports to the Board on
the appropriateness of such systems
|
| |  |  | approves changes to the investment policies and procedures to be
followed in the investment of the Fund and the Master Fund                                                                                                                                                                                        
|
| |  |  | reviews the investment performance of the Fund and the Master Fund.                                                                                                                                                                                                                                                

At its inaugural meeting on January 28, 2003, the PFC reviewed the
governance structure for the Master Fund as well as the specific terms of the
applicable pension plans and their respective funding requirements. The PFC
further reviewed the thrusts of the Statement of Investment Policies and
Procedures for the Master Fund.

Report presented February 26, 2003 by:R. J. CURRIE, CHAIRMAN
A. S. FELL
J. MAXWELL
R. C. POZEN

Bell Canada Enterprises  35  Management Proxy Circular



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DIRECTORS AND OFFICERS LIABILITY INSURANCE

Directors and Officers liability insurance in the aggregate amount of
U.S. $280 million (approximately $442 million) is purchased for the protection
of all our directors and officers and those of our subsidiaries against
liability incurred by such directors and officers. In 2002, the aggregate
amount charged against earnings by BCE for its portion of the premium paid
in respect of its directors and officers as a group was $864,590. In any case
in which we are not permitted by law to reimburse the insured, the
deductible is nil. Where we are permitted to reimburse the insured, the
deductible is U.S. $1,000,000 (approximately $1.6 million).




ADDITIONAL INFORMATION

One copy of the following documents are available to any person upon
request. Requests should be addressed to the Corporate Secretary of BCE, at
1000, rue de La Gauchetière Ouest, Suite 3700, Montréal, Québec, Canada
H3B 4Y7:



| |  | our latest Annual Information Form, together with one copy of any
document, or the pertinent pages of any document, incorporated by
reference therein                                                                                                                                                                                            
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | our comparative financial statements for our most recently completed
financial year together with the accompanying report of the auditors
thereon, both contained in our most recent Annual Report, and one copy
of any of our interim financial statements subsequent to the financial
statements for our most recently completed financial year
| 
| |  | the Circular for the most recent annual meeting of shareholders.                                                                                                                                                                                                                                                                                 




Canadian Ownership and Control Regulations

Since 1994, Canadian ownership and control regulations (the Regulations) are prescribed under the Telecommunications Act(Canada)
(the Act). To maintain the eligibility of Bell Canada and certain of its
subsidiaries to act as Canadian common carriers under the Act, the level of
non-Canadian ownership of our voting shares cannot exceed 33 1/3% and we
may not be otherwise controlled by non-Canadians. The Regulations give
BCE, as the holding corporation for Canadian common carriers such as Bell
Canada, certain powers to monitor and control the level of non-Canadian
ownership of its voting shares. Such powers include the right to refuse to
register a transfer of voting shares to a non-Canadian, to force a non-Canadian
to sell his or her voting shares and to suspend the voting rights
attached to that persons shares, if that persons holding would jeopardize
our status as a Canadian under the Regulations.

In 1996, the federal government brought the Canadian ownership rules
for broadcasting licensees, such as CTV (one of our subsidiaries), generally
in line with the foregoing rules for Canadian common carriers by raising the
maximum allowable investment in voting shares from 20% to 33 1/3% at the
holding company level. However, reflecting cultural concerns over increased
foreign control of broadcasting activities, a restriction was introduced that
prevents a holding company that exceeds the former 20% limit or its directors
from exercising control or influence over any programming decisions
of a subsidiary licensee. In addition, we hold a broadcasting license as a
limited partner in Bell ExpressVu LP and therefore are subject to the 20%
foreign ownership limit for broadcasting licensees.

To the best of our knowledge, the level of non-Canadian ownership of
our common shares was approximately 15.5% as at March 10, 2003. We
monitor and periodically report on the level of non-Canadian ownership of
our common shares.




2004 SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than December 15, 2003
to be considered for inclusion in next years Circular for the purposes of our
2004 Annual Meeting of shareholders.




INVESTOR RELATIONS

Information concerning us, in addition to the documents referred to under
Additional Informationabove, is available upon request from Investor
Relations, at 1000, rue de La Gauchetière Ouest, Suite 3700, Montréal,
Québec, Canada H3B 4Y7, or by calling 1-800-339-6353. This additional
information includes our managements discussion and analysis of our first,
second and third quarter results and our quarterly supplements to our earnings
press releases. These documents, as well as our Annual Information
Form, annual and quarterly reports and news releases, are also available
on our website (www.bce.ca).





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I, the undersigned, Chief Legal Officer and Acting Corporate Secretary of
BCE Inc., hereby certify that the contents of this Circular and the sending
thereof to each shareholder entitled to receive notice of and vote at the
Meeting, to each director and to the auditors were approved by our Board
effective March 13, 2003.


(SIGNATURE OF MARTINE TURCOTTE)

Martine TurcotteChief Legal Officer and Acting Corporate Secretary


Certified at Montréal,
this 13th day of March, 2003

Bell Canada Enterprises  36  Management Proxy Circular



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Printed in Canada

Out of concern for the environment, BCEs Notice of 2003 Annual Meeting and
Management Proxy Circular is printed with vegetable-based ink and is completely recyclable.