##### 



2002U.S. Securities and Exchange Commission
Washington, D.C. 20549FORM 40-F[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934OR[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|                                             |  |                               
|-------------------------------------------- |  | ------------------------------
|For the fiscal year ended: December 31, 2002 |  | Commission File Number: 1-8481

BCE Inc.

(Exact name of Registrant as specified in its charter)


Canada

(Jurisdiction of incorporation or organization)


4813

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


98-0134477

(I.R.S. Employer Identification Number (if applicable))


1000 rue de La Gauchetière Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7, (514) 397-7000

(Address and telephone number of Registrants principal executive offices)


CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, N.Y. 10011,
(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agents for service in the United States)


Securities registered pursuant to Section 12(b) of the Act:

|                                 |  |                                                                 
|-------------------------------- |  | ----------------------------------------------------------------
|Title of each classCommon shares |  | Name of each exchange on which registeredNew York Stock Exchange

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

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

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

|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|[X] Annual information form |  | [X] Audited annual financial statements

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

At December 31, 2002, 915,867,928 common shares and
74,215,170 First Preferred Shares were issued and outstanding.

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

|           |  |        
|---------- |  | -------
|YES: [   ] |  | NO: [X]
|           |  |        

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

|         |  |          
|-------- |  | ---------
|YES: [X] |  | NO: [   ]





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##### 



PRIOR FILINGS MODIFIED AND SUPERSEDED

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

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

A.     Consolidated Audited Annual Financial Statements

For consolidated audited annual financial statements, including the
auditors report with respect thereto, see pages 55 to 81 and part of page 54,
respectively, of the BCE Inc. 2002 Annual Report to shareholders attached
hereto as Exhibit 99.1. See note 23 of the Notes to the Consolidated Financial
Statements on pages 79 to 81 of the BCE Inc. 2002 Annual Report to
shareholders, reconciling the significant differences between Canadian and
United States generally accepted accounting principles.

The above referenced auditors report is expressed in accordance with
standards of reporting generally accepted in Canada which do not require a
reference to changes in accounting principles in the auditors report when the
changes are properly accounted for and adequately disclosed in the financial
statements. In the United States, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there are changes in accounting principles or when there is a retroactive
restatement that have a material effect on the comparability of the financial
statements, such as the changes described in Note 1 to BCE Inc.s Consolidated
Financial Statements.

B.     Managements Discussion and Analysis

For managements discussion and analysis of financial condition and
results of operations, see pages 28 to 53 of the BCE Inc. 2002 Annual Report to
shareholders attached hereto as Exhibit 99.1.

INFORMATION WITH RESPECT TO DIRECTORS

As stated in the AIF, the information with respect to Directors which
appears on pages 6 through 10 of the BCE Inc. Management Proxy Circular dated
as of March 13, 2003 (the Circular) under the headings Election of
Directors and Nominees for Election as Directors and their Beneficial
Ownership of Voting Securities has been incorporated therein by reference from
the Circular which is attached hereto as Exhibit 99.2.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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





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##### 



CHANGES IN INTERNAL CONTROLS

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

UNDERTAKING

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

WEB SITE INFORMATION

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

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

BCE Inc. has made in the documents filed as part of this annual report,
and from time to time may otherwise make, forward-looking statements and
related assumptions concerning its operations, economic performance and
financial matters. BCE Inc. is under no duty to update any of these
forward-looking statements or related assumptions. Actual results or events
could differ materially from those set forth in, or implied by, the
forward-looking statements and the related assumptions due to a variety of
factors. Reference is made to the section entitled Forward-looking statements
on page 3 of the AIF and to the section entitled Risk Factors on pages 22 to
27 of the AIF for a discussion of certain of such factors.





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##### 



BCE Inc.

Annual Information Form

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





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##### 



Table of Contents

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

|       |     |  |   |  |  |                                      |                             |  |    |    |  |  | 
|------ | --- |  | - |  |  | ------------------------------------ | --------------------------- |  | -- | -- |  |  | 
|       |     |  |   |  |  | Documents Incorporated by Reference  |                             |  | 2  |   
|       |     |  |   |  |  | Trademarks                           |                             |  | 2  |   
|       |     |  |   |  |  | Forward-Looking Statements           |                             |  | 3  |   
|Item 1 |     |  |  |  |  | Corporate
Structure                  |                             |  | 3  |   
|Item 2 |     |  |  |  |  | General Development                  |                             |  | 4  |   
|       | 2.1 |  |   |  |  |                                      | Overview                    |  |    | 4  | 
|       | 2.2 |  |   |  |  |                                      | Three-Year History          |  |    | 4  | 
|       | 2.3 |  |   |  |  |                                      | Our Objectives and Strategy |  |    | 9  | 
|Item 3 |     |  |  |  |  | Businesses                           |                             |  | 9  |   
|       | 3.1 |  |   |  |  |                                      | Bell Canada Segment         |  |    | 9  | 
|       | 3.2 |  |   |  |  |                                      | Bell Globemedia             |  |    | 17 | 
|       | 3.3 |  |   |  |  |                                      | BCE Emergis                 |  |    | 18 | 
|       | 3.4 |  |   |  |  |                                      | BCE Ventures                |  |    | 18 | 
|       | 3.5 |  |   |  |  |                                      | Capital Expenditures        |  |    | 19 | 
|       | 3.6 |  |   |  |  |                                      | Employees                   |  |    | 19 | 
|       | 3.7 |  |   |  |  |                                      | Legal Proceedings           |  |    | 20 | 
|       | 3.8 |  |   |  |  |                                      | Risk Factors                |  |    | 22 | 
|Item 4 |     |  |  |  |  | Selected Financial
Information       |                             |  | 27 |   
|       | 4.1 |  |   |  |  |                                      | Three-Year Data             |  |    | 27 | 
|       | 4.2 |  |   |  |  |                                      | Dividends                   |  |    | 27 | 
|Item 5 |     |  |  |  |  | Managements
Discussion and Analysis |                             |  | 27 |   
|Item 6 |     |  |  |  |  | Market for
Securities                |                             |  | 27 |   
|Item 7 |     |  |  |  |  | Directors and
Officers               |                             |  | 27 |   
|       | 7.1 |  |   |  |  |                                      | Directors                   |  |    | 27 | 
|       | 7.2 |  |   |  |  |                                      | Officers                    |  |    | 28 | 
|Item 8 |     |  |  |  |  | Additional
Information               |                             |  | 28 |   



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##### 



Documents Incorporated by Reference

|          |  |                                                                   
|--------- |  | ------------------------------------------------------------------
|Documents |  | Part of Annual Information Form in
which incorporated by reference

|   |  |                                                         |  |              
|-- |  | ------------------------------------------------------- |  | -------------
|1. |  | Portions of the BCE Inc. 2002 Annual Report             |  | Items 5 and 6
|2. |  | Portions of the BCE Inc. 2003 Management
Proxy Circular |  | Item 7       

Trademarks

|                                         |  |                                                                                                  
|---------------------------------------- |  | -------------------------------------------------------------------------------------------------
|Owner                                    |  | Trademark                                                                                        
|                                        
|BCE Inc.                                 |  | BCE                                                                                              
|Bell Canada                              |  | Rings & Head Design
Bell Canada corporate logo
Bell
Bell World
Espace Bell
Sympatico
Sympatico.ca
|Bell Globemedia Publishing Inc.          |  | The Globe and Mail
ROB TV                                                                        
|Bell Mobility Inc.                       |  | Mobile Browser                                                                                   
|CTV Inc.                                 |  | CTV
CTV Newsnet
CTV Travel
Talk TV
The Comedy Network                                            
|Discovery Communications, Inc.           |  | Discovery Channel
Animal Planet
Discovery Civilization                                           
|ESPN Inc.                                |  | ESPN                                                                                             
|Maple Leaf Sports and Entertainment Ltd. |  | Toronto Maple Leafs
Toronto Raptors                                                              
|Telesat Canada                           |  | Anik
Nimiq                                                                                       
|The Sports Network Inc.                  |  | TSN
RDS
WTSN                                                                                     
|Yellow Pages Group Co.                   |  | Yellow Pages                                                                                     
|                                        

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

Bell Canada Enterprises   2   2002 Annual Information Form



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##### 



In this Annual Information Form, we, us, ourselves, our and BCE mean
BCE Inc., its subsidiaries, joint ventures and investments in significantly
influenced companies. Bell Canada, Aliant Inc. (Aliant), Bell ExpressVu
Limited Partnership (Bell ExpressVu) and their subsidiaries and investments
in significantly influenced companies are collectively referred to as the Bell
Canada segment. Significantly influenced means that:



| |  | we have a 20% to 50% equity interest in a company that we do
not control or jointly control, and
|- |  | ------------------------------------------------------------------------------------------------
| 
| |  | we have a significant influence on its operating, investing
and financing activities.           

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

FORWARD-LOOKING STATEMENTS

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

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

These statements are forward-looking
because they are based on our current
expectations about the markets we operate in
and on various estimates and assumptions.

It is important to know that:



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

You will find a more detailed assessment
of the risks that could cause our actual
results to materially differ from our current
expectations in item 3.8  Risk Factors.

ITEM 1  CORPORATE STRUCTURE

BCE Inc. was incorporated in 1970,
continued under the  Canada Business
Corporations Act  in 1979 and is governed by a
Restated Certificate and Restated Articles of
Incorporation dated December 1, 2000, as
amended by Certificates and Articles of
Amendment dated February 26, 2002 and February
24, 2003 (providing for the creation of
additional series of
preferred shares) and June 21, 2002 (providing
for the possibility of holding the annual
meeting of shareholders of BCE Inc. at places
outside Canada). BCE Inc. has its principal and
registered offices at 1000, rue de La
Gauchetière Ouest, Bureau 3700, Montréal, Québec H3B 4Y7.

TABLE 1 CORPORATE STRUCTURE

|                                                                                 |  |                  |  |                              |     |                           |  | 
|-------------------------------------------------------------------------------- |  | ---------------- |  | ---------------------------- | --- | ------------------------- |  | 
|                                                                                 |  |                  |  |                              |     | Percentage of voting     
|                                                                                 |  |                  |  |                              |     | securities or partnership
|                                                                                 |  |                  |  |                              |     | interest
which BCE Inc.  
|                                                                                 |  | Jurisdiction     |  | holds
directly or indirectly
|Subsidiary                                                                       |  | of
incorporation |  | as at
December 31, 2002(1)  
|                                                                                 |  |                  |  |                             
|Bell
Canada(2)                                                                   |  | Canada           |  |                              | 100 | %                        
|Aliant                                                                           |  | Canada           |  |                              | 53  | %                        
|Bell Mobility Inc. (Bell Mobility)(3)                                          |  | Canada           |  |                              | 100 | %                        
|BCE Nexxia Inc. (carrying on business in Canada under the name Bell Nexxia)(3) |  | Canada           |  |                              | 100 | %                        
|Bell ExpressVu(3)(4)                                                             |  | Ontario          |  |                              | 100 | %                        
|Bell Globemedia Inc. (Bell Globemedia)(3)                                      |  | Ontario          |  |                              | 70  | %(5)                     
|BCE Emergis Inc. (BCE Emergis)(3)                                              |  | Canada           |  |                              | 65  | %                        



---

|(1) |  | We do not own any outstanding non-voting securities issued by these subsidiaries with the exception of the Bell Nexxia Class A Preferred Shares
which are 100% held by Bell Canada.                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | All of the voting securities of Bell Canada are owned by Bell Canada Holdings Inc., a wholly-owned subsidiary of BCE Inc.                                                                                                                                                                                                          
|   
|(3) |  | Does not individually represent more than 10% of our consolidated assets or more than 10% of our consolidated sales and operating revenues.                                                                                                                                                                                        
|   
|(4) |  | Indirectly wholly-owned by BCE Inc. with 52% being indirectly held by Bell Canada.                                                                                                                                                                                                                                                 
|   
|(5) |  | As a result of the transfer of the Sympatico.ca portal from Bell Globemedia to Bell Canada and the additional equity invested by Bell
Globemedias shareholders, BCE Inc.s ownership was reduced
to 68.5% on March 17, 2003. See item 2.2.1  Recent Developments
 Acquisitions
and Dispositions  Bell Globemedia Restructuring.

Bell Canada Enterprises   3   2002 Annual Information Form



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##### 



Table 1 presents certain of our
subsidiaries, their respective jurisdictions of
incorporation or continuance and the percentage
of voting and non-voting securities or
partnership interests we beneficially own or
over which we exercise control or direction
directly or indirectly. Certain subsidiaries
have been omitted, as each represents not more
than 10% of our consolidated assets and not
more than 10% of our consolidated sales and
operating revenues, and all of those omitted in
the aggregate represent not more than 20% of
our total consolidated assets and total
consolidated sales and operating revenues at
December 31, 2002.

ITEM 2  GENERAL DEVELOPMENT

2.1 OVERVIEW

BCE is Canadas largest
communications company. Through the Bell Canada segment, we provide local
telephone, long distance, wireless
communications, Internet access, data, satellite
television and other services to residential and
business customers through our 25 million
customer connections.

We reach millions of people daily through
Bell Globemedia, a leading Canadian media
company, which includes CTV Inc. (CTV),
Canadas leading private broadcaster, and The Globe and Mail,
the leading Canadian national newspaper. We
also provide eBusiness services through BCE
Emergis.

In 2002, we had consolidated operating
revenues of $19.8 billion and approximately
66,000 employees at year end. We had total
assets of $39.6 billion at December 31, 2002.

BCEs
primary focus is the Bell Canada segment, which represented 88% of our revenues in 2002.  Bell
Globemedia and BCE Emergis together represented about 8%
of our revenues in 2002. For management purposes, all of
BCEs other businesses are combined in the BCE Ventures segment.

2.2 THREE-YEAR HISTORY

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

2.2.1 RECENT DEVELOPMENTS

ACQUISITIONS AND DISPOSITIONS

INVESTMENT IN MAPLE LEAF SPORTS AND ENTERTAINMENT

On February 11, 2003, Bell Globemedia announced an agreement to acquire an
approximate 15% interest in Maple Leaf Sports
and Entertainment Ltd. (MLSE), the owner of
the Toronto Maple Leafs, the Toronto Raptors
and the Air Canada Center. This acquisition is
subject to regulatory and other approvals.

BELL GLOBEMEDIA RESTRUCTURING

On September 13, 2002, Bell Globemedia bought
Lycos Inc.s 29% stake in the Sympatico-Lycos joint
venture and took full control of
Sympatico.ca, Canadas largest Internet portal.

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

As part of that announcement, it was also
announced that The Woodbridge Company Limited
(Woodbridge) and BCE Inc. would each invest
$50 million in new common equity of Bell
Globemedia; with half of such new equity being
used to repay or convert existing shareholder
loans made in 2002. On March 17, 2003, The
Thomson Corporation transferred its 20%
interest in Bell Globemedia to Woodbridge for
US$279 million.

As a result of these
transactions, BCE Inc.s ownership in Bell Globemedia
was reduced to 68.5%, and
Woodbridges ownership in Bell Globemedia was increased to
31.5%.

Also, on February 7, 2003, Bell Globemedia
announced that its other online and interactive
products would no longer reside in a separate division of Bell Globemedia, but rather would be
aligned with the specific media businesses that
they support. As well, Bell Globemedia announced
that the technical support functions for all of Bell
Globemedias online and interactive media would now be located within
The Globe and Mail division, as a specialty centre
serving all of Bell Globemedia.

CGI

In December 2002, BCE Inc. began discussions
with CGI Group Inc. (CGI) about the future of
its investment in CGI. BCE Inc. informed CGI
that its prior publicly stated intention to
dispose of the control block in CGI following
the exercise of the put and call options in
2003 and 2004 is no longer its preferred course
of action.

While no final decisions have been made, BCE
Inc. started discussions to develop a plan
to:



| |  | realize the maximum value of its investment in CGI                                                                                                     
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | enhance the value of CGI by taking
steps to retain CGIs management and to ensure that CGI
continues to deliver high quality services to its
customers.

To allow enough time for these
discussions, CGIs three majority individual shareholders have
agreed to defer the exercise date of their put
options until April 15, 2003.

BCE Inc. also confirmed that the existing
commercial agreements between us and CGI will
be maintained for their current term, including
the various outsourcing and consulting services
agreements provided by CGI to us.

Aliant

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

Bell ExpressVu

At the end of December 2002, BCE Inc. transferred its 100% investment
in Bell ExpressVu, a provider of direct-to-home
(DTH) satellite television services, to a
partnership held 52% by Bell Canada and 48% by
us in exchange for units in the partnership. BCE Inc.
also executed an agreement providing for the transfer
to Bell Canada, subject to regulatory approval, of approximately 52% of the
common equity of the general partner managing the
affairs of Bell ExpressVu, effective as of December
31, 2002.

Bell Canada Enterprises   4   2002 Annual Information Form



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##### 



SALE OF DIRECTORIES BUSINESS

On November 29, 2002, Bell Canada and certain
affiliates completed the sale of their print
and electronic directories business for
approximately $3 billion in cash to an entity
ultimately controlled by Kohlberg Kravis
Roberts & Co. L.P. and the Ontario Teachers Merchant Bank,
the private equity arm of the Ontario Teachers Pension Plan
Board. As a result, we recorded a pre-tax gain
on the sale of $2.3 billion. The sale
included:



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

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

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

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

Bell Canada also invested approximately
$91 million to acquire an approximate 10%
indirect equity interest in the post-sale
directories business.

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

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

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



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

We funded the
$6.32 billion repurchase price through the
following:



| |  | $1.1 billion drawn on July 15,
2002 under a $3.3 billion two-year bridge credit facility with a
syndicate of North American banks, which expires on June 30, 2004                                                                         
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | $250 million in proceeds from the
issuance on July 15, 2002 of approximately nine million BCE Inc. common shares ($27.63 per share), by way of a private
placement to SBC                                                                 
| 
| |  | net proceeds of approximately
$2 billion from the public issuance on August 12,
2002 of 85 million BCE Inc. common shares ($24.45
per share)                                                                                              
| 
| |  | net proceeds of approximately
$2 billion from the public issuance on October 30, 2002 of BCE Inc.
$300 million 6.20% Series A Notes due 2006, $1,050
million 6.75% Series B Notes due 2007, and $650 million
7.35% Series C Notes due 2009
| 
| |  | $250 million in proceeds from
the issuance on December 2, 2002 of approximately
nine million BCE Inc. common shares ($28.36 per
share), by way of a second private placement to SBC                                                       
| 
| |  | $0.7 billion from a portion of the
net proceeds of the net proceeds from the sale of the directories business (see above under 
Sale of Directories Business).                                                                           

As part of the agreements, BCE Inc. will
also purchase, at face value, on or before
December 31, 2004, $314 million of BCH
Convertible Series B Preferred Securities held
by SBC.

CREATION OF BELL WEST INC.

In April 2002, Bell Canada and Manitoba Telecom
Services Inc. (MTS), approximately 22% owned
by Bell Canada, created Bell West Inc. (Bell
West) by combining Bell Canadas interests in the wireline
assets of Bell Nexxia in Alberta and
British Columbia with Bell Canadas and MTSs investment in Bell
Intrigna Inc. Bell West provides
telecommunications services in those two
provinces and operates under the Bell brand. As
a result of this transaction, Bell Canada owns
60% of Bell West and MTS owns 40%. The
terms of the agreement between Bell Canada and
MTS also include certain put and call options
relating to MTSs 40% ownership of Bell West.

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



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



---

|(1) |  | The term EBITDA (earnings before interest, taxes, depreciation and
amortization) does not have a standardized meaning under Canadian generally
accepted accounting principles (GAAP). We define it as operating revenues
less operating expenses, which means it represents operating income before
amortization expense, net benefit plans (credit) expense and restructuring and
other charges. The way we define EBITDA may be different from the way other
publicly traded companies define it or similar terms. EBITDA should not be
confused with net cash flows from operating activities. We use EBITDA, amongst
other measures, to assess the operating performance of our ongoing businesses.
The most comparable Canadian GAAP earnings measure is operating income. For
more details, see page 32 of the BCE Inc. 2002 Annual Report.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bell Canada Enterprises   5   2002 Annual Information Form



---



##### 



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



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

Bell Canada has not received any formal
notice from MTS that it plans to exercise the
put option in February 2004.

TELEGLOBE INC.

On April 5, 2002, Teleglobe Inc. (Teleglobe)
and certain of its subsidiaries completed the
sale of Excel Communications Groups (Excel) North American
operations to an affiliate of Vartec Telecom,
Inc. (Vartec) for US$227.5 million paid in
the form of five-year interest-bearing
promissory notes.

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

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

Our management completed its assessment of
the net realizable value of our interest in the
net assets of Teleglobe and determined it to be
zero. This resulted in a loss from discontinued
operations of $73 million in the second quarter
of 2002. This loss is in addition to the
transitional goodwill impairment charge of
$7,516 million to opening retained earnings as
of January 1, 2002, which was required by the
transitional provisions of the new CICA
Handbook section 3062.

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

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

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

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

CREATION OF THE BELL NORDIQ INCOME FUND

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

BELL CANADA INTERNATIONAL INC.

Effective January 1, 2002, we reclassified
our investment in Bell Canada International Inc.
(BCI) as a discontinued operation. In
addition, effective June 30, 2002, we ceased to consolidate
BCIs financial results and
recorded a charge of $191 million in the second
quarter of 2002 and $125 million in the fourth
quarter of 2002 representing a write-down of
our investment
in BCI to its net realizable value, which was
reported as a loss from
discontinued operations.

On February 15, 2002, BCI completed a rights offering
as part of its recapitalization plan. BCE Inc. exercised
rights for approximately $390 million of the total gross
proceeds of approximately $440 million received by BCI under
the rights offering. BCI completed a number of other
transactions in connection with its recapitalization plan on
February 15, 2002.

As a result of a liquidity
crisis experienced during the first half of 2002 by Telecom
Américas Ltd. (Telecom Américas), BCIs
principal investment vehicle in
Brazil, and BCIs inability to provide its share of funding to Telecom Américas, on May 31, 2002 BCI
entered into an agreement with América Móvil S.A. de C.V.
(América Móvil) for the purchase by
América Móvil of all of BCIs interest in Telecom
Américas. América Móvil then held an approximate 44%
interest in Telecom Américas.

On July 12, 2002, BCI shareholders and
noteholders voted to approve a Plan of
Arrangement for BCI, and on July 17, 2002, BCI
obtained court approval of the Plan of
Arrangement, including the sale by BCI of its
interest in Telecom Américas to América
Móvil. BCI completed such sale on July 24, 2002 for an
aggregate consideration of US$366 million. Of that amount:



| |  | US$146 million was paid in cash at closing                                                                       
|- |  | -----------------------------------------------------------------------------------------------------------------
| 
| |  | the balance was paid by way of a
US$220 million interest-free note due March 1, 2003 which was paid on that date.

Under court supervision and with the
assistance of a court-appointed Monitor, BCI is
proceeding to implement the remaining elements
of the Plan of Arrangement to dispose of its
remaining assets, settle all claims against it
and make a final distribution to stakeholders.
It is not presently known when the remaining
elements of the Plan of Arrangement will be
completed.

SIGNIFICANT REGULATORY DEVELOPMENTS

CRTC DECISION ON INCUMBENT AFFILIATES

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



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

Bell Canada Enterprises   6   2002 Annual Information Form



---



##### 





| |  | Bell Nexxia will be subject to the
same requirements for tariff approval for products and services
offered in Bell Canadas operating territory as currently
exist for Bell Canada.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

REVIEW OF FOREIGN OWNERSHIP RULES

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

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

JAMMING DEVICES

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

SECOND PRICE CAP DECISION

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



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

The effects of this decision will be
recognized in our financial statements in
accordance with our accounting policies as the
revenues are earned or the costs of service are
incurred. It is anticipated that, in order to
comply with the decision, various expenses and
capital expenditures will be incurred. We
estimate Bell Canadas commitment relating to this decision to be $74 million at
December 31, 2002.

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

ACCOUNTING CHARGES

STREAMLINING AT BELL CANADA AND OTHER CHARGES

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

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

Other charges consisted
primarily of various accounts receivable
write-downs relating to billing adjustments and
unreconciled balances from prior years that were
identified during the year. At December
31, 2002, $111 million of the restructuring
provision remained unpaid.

WRITE-OFF OF DEFERRED COSTS

BCE Inc. recorded a pre-tax charge of $93
million ($61 million after-tax) in the fourth
quarter of 2002. This charge represented a
write-off of deferred costs
relating to various convergence initiatives
after an analysis indicated that it was
unlikely that these costs would be recovered.

GOODWILL

In the fourth quarter of 2002, we completed our
annual assessment of goodwill of all of our
reporting units, as required by the provisions
of CICA Handbook section 3062. We
recorded a charge to pre-tax earnings of $770
million ($530 million after non-controlling
interest), relating to impaired goodwill of
reporting units in Bell Globemedia ($715
million) and Aliant ($55 million). In each
case, the goodwill was

Bell Canada Enterprises   7   2002 Annual Information Form



---



##### 



written down to its estimated fair value,
which was determined based on estimates of
discounted future cash flows and confirmed by
market-related values.

The primary factor contributing to the
impairment at Bell Globemedia was a revised
estimate of future cash flows, which reflects
managements decision to scale back its trials in convergence
products and other non-core businesses, as
well as current market conditions for the media
business. The write-down at Aliant was
determined to be appropriate in light of current
market conditions and the recent weak
performance of its information technology
business.

In addition, under the transitional
provisions of the new CICA Handbook section
3062, we charged an impairment of $8,180
million to opening retained earnings as of
January 1, 2002. This related to impaired
goodwill of reporting units in Teleglobe
($7,516 million), Bell Globemedia ($545
million) and BCE Emergis ($119 million).

PAY EQUITY SETTLEMENT

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

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

WRITE-DOWN OF BELL CANADAS ACCOUNTS RECEIVABLE

During the second quarter, coincident with the
development of a new billing platform, Bell Canada
adopted a new and more precise methodology to
analyze the amount of receivables by customer as
well as by service line and that permits a more
accurate determination of the validity of customer
balances owed to Bell Canada. This analysis
indicated that a write-down of accounts receivable
amounting to $272 million (BCEs share is $142 million on
an after-tax basis) was appropriate.

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

STREAMLINING AT BCE EMERGIS
 
See item 3.3.2  Streamlining at BCE Emergis.

OTHER

SPRINT COLLABORATION AGREEMENT

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

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

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Further to the resignation of Mr. Jean C. Monty
as Chairman and Chief Executive Officer of BCE
Inc. effective April 23, 2002, Mr. Michael J.
Sabia was appointed as President and Chief
Executive Officer of BCE Inc. and Mr. Richard J.
Currie was appointed as Chairman of BCE Inc.

LITIGATION

Several lawsuits were launched against us in
the course of 2002. See item 3.7  Legal
Proceedings for more details.

LAUNCH OF NEW WIRELESS NETWORK

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

2.2.2    2001

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



| |  | the recording by the Bell Canada
segment of pre-tax charges of $975 million in the first and fourth
quarters of 2001. BCE's share was $461 million on an after-tax
basis. These charges represented restructuring
charges of $555 million and other charges of
$420 million. The restructuring charges were from the
Bell Canada segment's streamlining initiatives and
included employee severance for approximately
4,700 employees, enhanced pension benefits and
other employee costs. The restructuring programs
were completed in 2002. Other charges consisted
of the write-down of Bell Mobility's wireless capital
assets
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the execution of agreements by
BCI, América Móvil and SBC International Inc.
 (SBC International), pursuant to which the
 parties reorganized the assets of Telecom Américas
through certain asset transfers and arranged for
certain funding commitments                                                                                                                                                                                                                                                                                                                                                                       
| 
| |  | the execution of definitive
agreements for the sale by Teleglobe and certain of its
subsidiaries of Excels North American operations to an affiliate of VarTec. The U.K.
operations, which were not part of the
transaction, were shut down during 2001                                                                                                                                                                                                                                                                                                                                                                          
| 
| |  | the settlement by BCE Inc. of
short-term forward contracts on
approximately 47.9 million Nortel Networks
Corporation (Nortel Networks) common shares as
well as the sale of an equivalent number of
Nortel Networks common shares                                                                                                                                                                                                                                                                                                                                                                                               
| 
| |  | the creation by BCE Inc., The
Thomson Corporation and Woodbridge of Bell
Globemedia                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Bell Canada Enterprises   8   2002 Annual Information Form



---



##### 





| |  | the successful bid by Bell
Mobility to obtain 20 new PCS spectrum licenses in Industry Canada's
auction for a total investment of approximately $720 million. These new licenses enabled Bell Mobility to
launch its Western network in British Columbia and
Alberta and to augment its spectrum holdings in
congested urban areas such as Toronto and Montreal.
Bell Mobility's BWA partners Aliant Telecom Inc. (Aliant Telecom), MTS Mobility and
SaskTel Mobility also acquired additional PCS
spectrum in the auction
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the creation by Bell Canada and
Amdocs Limited, a company specializing in
customer care and billing solutions, of a new
company, Certen Inc. (Certen) in which Bell Canada
holds a majority interest. Certens initial focus has been on
the deployment of an integrated
billing platform for all of our services including
local, long distance, wireless, broadband and
Internet services. We intend to roll out One-Bill
over the course of 2003 in a phased-in approach.                                            

2.2.3    2000

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



| |  | the closing of a joint venture
agreement between BCI, América Móvil and SBC International
and the formation of Telecom Américas. At
closing, BCI and América Móvil each held an approximate 44% interest in
Telecom Américas while SBC International held
an 11.4% interest. BCI sold its interest in
Telecom Américas in 2002     
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the acquisition by BCE Inc. of all
of the outstanding common shares of Teleglobe
that it did not already own, for an aggregate
purchase price of $7.4 billion which was
comprised of $240 million in cash and $7.2 billion in BCE Inc. common shares at $41.20
per BCE Inc. common share. We sold our
interest in Teleglobe in 2002
| 
| |  | the distribution by BCE Inc. of an approximate 35%
interest in Nortel Networks to BCE Inc. common
shareholders. BCE Inc. common shareholders
received, for each common share of BCE Inc. held, approximately 1.57 post-split
common shares of Nortel Networks                                                                      
| 
| |  | the acquisition by BCE Inc. of all
of the outstanding common shares of CTV
for a total purchase price of approximately
$2.5 billion.                                                                                                                                                                                               

2.3      OUR OBJECTIVES AND STRATEGY

Our governing objective is to  achieve balanced
performance that will lead to profitable
growth, positive free cash flow  and  improving
returns. The successful achievement of our
governing objective is dependent on achieving
three key strategic objectives:  Simplicity,
Efficiencyand Financial Discipline.

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

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

Efficiency has become an integral part of the
way we do business. We generated productivity
gains of more than $1 billion over the past two
years and are targeting more than $600 million in
further efficiency gains in 2003. We have substantially reduced our
capital expenditures while growing our customer
connections. But increased efficiency cannot come at the expense of service. Service is
the cornerstone of our brand, and we are committed to
improving customer service as we continue to focus
on efficiency.

Financial discipline demands decisive
action to ensure long-term financial success.
The steps we took in 2002 have made us stronger
and have put us in full control of our future.
We will continue to manage our company with a
view to providing consistent, solid returns
while strengthening our balance sheet and
generating free cash flow for our shareholders.

ITEM 3  BUSINESSES

3.1     BELL CANADA SEGMENT

3.1.1 OVERVIEW

The
Bell Canada segment is Canada's leading provider of wireless and
wireless communications
services, Internet access, data services and DTH
satellite television services to residential and
business customers through its 25 million customer connections.

At December 31, 2002,
the Bell Canada segments customer connections were
as shown in Table 3.1.1:

TABLE
3.1.1     CUSTOMER CONNECTIONS

|                                     |  |  |      | 
|------------------------------------ |  |  | ---- | 
|                                    
|At December 31, 2002 (in millions)   |  |  |      | 
|                                    
|Telephone service subscribers        |  |  | 13.2 | 
|Cellular and PCS customers           |  |  | 3.9  | 
|Paging customers                     |  |  | 0.6  | 
|High-speed Internet                  |  |  | 1.1  | 
|Dial-up access                       |  |  | 0.9  | 
|DTH satellite television subscribers |  |  | 1.3  | 
|Digital equivalent access lines(1)   |  |  | 3.7  | 
|                                     |  |  |      | 



---

|(1) |  | Derived by converting lower capacity data
lines to the equivalent number of voice grade
access lines.
|--- |  | -----------------------------------------------------------------------------------------------------

The Bell Canada segment operates primarily
as the incumbent telephone company in:



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

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

3.1.2     PRODUCTS AND SERVICES

The Bell Canada segment offers a full array of
communications products and services to our
residential and business customers. This broad
product offering enables the Bell Canada
segment to leverage its leading

Bell Canada Enterprises   9   2002 Annual Information Form



---



##### 



position in its principal markets
to cross sell value-added and new services to existing customers.

Table 3.1.2 shows the revenue distribution as a percentage of the
Bell Canada segments operating revenues by line of business for the last three years ended
December 31. The Bell Canada segments principal service area
includes most of the two largest and most populous
Canadian provinces, Ontario and Québec, and most of
the Atlantic Provinces.

TABLE 3.1.2     COMMUNICATIONS SERVICES (REVENUE DISTRIBUTION)

|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 
|-------------------------------------------------------------------------------- |  | ---- | --- | ---- |  | ---- | --- |  |  |  | --- | 
|Revenue distribution as
a % of operating revenues for the year ended December 31 |  | 2002 |     | 2001 |  | 2000
|                                                                                 |  |      |     |      |  |     
|Local and access                                                                 |  |      | 35  |      |  |      | 37  |  |  |  | 38  | 
|Long distance                                                                    |  |      | 15  |      |  |      | 15  |  |  |  | 18  | 
|Wireless                                                                         |  |      | 12  |      |  |      | 11  |  |  |  | 10  | 
|Data                                                                             |  |      | 22  |      |  |      | 20  |  |  |  | 18  | 
|DTH satellite television                                                         |  |      | 4   |      |  |      | 3   |  |  |  | 2   | 
|Other(1)                                                                         |  |      | 12  |      |  |      | 14  |  |  |  | 14  | 
|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 
|                                                                                 |  |      | 100 |      |  |      | 100 |  |  |  | 100 | 
|                                                                                 |  |      |     |      |  |      |     |  |  |  |     | 



---

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

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

3.1.2.1 Local and Access Services

The Bell Canada segment operates an extensive
local access network that provides local
telephone services to business and residential
customers. The 13.2 million local telephone
lines, or network access services (NAS), we
provide for our subscribers are key in
establishing customer relationships and are the
foundation for the other products and services
we offer.

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



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

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

A summary of local and access services
revenues, the number of NAS and estimated local
market share is shown in Table 3.1.2.1.

TABLE 3.1.2.1 LOCAL AND ACCESS SERVICES

|                                                    |                                  |      |        |       |   |      |        |       |   |  |        |       |  
|--------------------------------------------------- | -------------------------------- | ---- | ------ | ----- | - | ---- | ------ | ----- | - |  | ------ | ----- | -
|For the year ended
December 31                      |                                  | 2002 |        | 2001  |   | 2000
|                                                    |                                  |      |        |       |   |     
|Local and access revenues (in $ millions)           |                                  |      | 6,155  |       |   |      | 6,360  |       |   |  | 6,019  |      
|Number of network access services(1) (in thousands) |                                  |      |        |       |   |      |        |       |   |  |        |      
|                                                    | Residential                      |      |        | 8,573 |   |      |        | 8,634 |   |  |        | 8,642 |  
|                                                    | Business                         |      |        | 4,581 |   |      |        | 4,662 |   |  |        | 4,699 |  
|                                                    |                                  |      |        |       |   |      |        |       |   |  |        |       |  
|                                                    |                                  |      | 13,154 |       |   |      | 13,296 |       |   |  | 13,341 |      
|                                                    |                                  |      |        |       |   |      |        |       |   |  |        |      
|Estimated local market share(2)                     |                                  |      |        |       |   |      |        |       |   |  |        |      
|                                                    | Residential (Québec and Ontario) |      |        | 97.9  | % |      |        | 99.3  | % |  |        | 99.6  | %
|                                                    | Residential (Atlantic Provinces) |      |        | 96.4  | % |      |        | 97.9  | % |  |        | 99.2  | %
|                                                    | Business (Québec and Ontario)    |      |        | 91.3  | % |      |        | 91.9  | % |  |        | 93.5  | %
|                                                    | Business (Atlantic Provinces)    |      |        | 96.5  | % |      |        | 97.0  | % |  |        | 97.2  | %
|                                                    |                                  |      |        |       |   |      |        |       |   |  |        |      



---

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

3.1.2.2 Long Distance Services

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

TABLE 3.1.2.2 LONG DISTANCE SERVICES

|                                                    |                                                        |      |        |      |   |      |        |    |   |  |        |    |  
|--------------------------------------------------- | ------------------------------------------------------ | ---- | ------ | ---- | - | ---- | ------ | -- | - |  | ------ | -- | -
|For the
year ended December 31                      |                                                        | 2002 |        | 2001 |   | 2000
|                                                    |                                                        |      |        |      |   |     
|Long distance revenues (in $ millions)              |                                                        |      | 2,579  |      |   |      | 2,651  |    |   |  | 2,845  |   
|Conversation minutes (in millions)                  |                                                        |      | 19,034 |      |   |      | 18,200 |    |   |  | 17,898 |   
|Average long distance revenue per minute (in cents) |                                                        |      | 12     |      |   |      | 13     |    |   |  | 15     |   
|Estimated market share                              |                                                        |      |        |      |   |      |        |    |   |  |        |   
|                                                    | Residential (Québec and Ontario) (% based on revenues) |      |        | 71   | % |      |        | 70 | % |  |        | 68 | %
|                                                    | Residential (Atlantic Provinces) (% based on minutes)  |      |        | 88   | % |      |        | 89 | % |  |        | 88 | %
|                                                    | Business (Québec and Ontario) (% based on revenues)    |      |        | 52   | % |      |        | 53 | % |  |        | 53 | %
|                                                    | Business (Atlantic Provinces) (% based on minutes)     |      |        | 88   | % |      |        | 89 | % |  |        | 88 | %
|                                                   

Prices for
long distance services have been declining since
this market was opened to competition. The rate
of decline, however, has

Bell Canada Enterprises   10   2002 Annual Information Form



---



##### 



eased over the past several years. Price
decreases have generally led to increased
volume in conversation minutes.

A summary of long distance revenues and
other long distance statistics is shown in
Table 3.1.2.2.

3.1.2.3     Wireless Services

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

Customers can choose to pay for their
cellular and PCS services through a monthly
rate plan (post-paid) or in advance (prepaid).
More than 97% of the subscribers added in 2002
were on post-paid rate plans. At December 31,
2002, 75% of our subscribers were on post-paid
plans, up from 72% in 2001. This reflects our
continued focus on acquiring and retaining
higher value and more profitable customers.

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

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



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

A summary of our wireless services
revenues and other wireless services
statistics is shown in Table 3.1.2.3.

TABLE 3.1.2.3 WIRELESS SERVICES

|                                                        |                                             |      |       |       |   |      |       |       |   |  |       |       |  
|------------------------------------------------------- | ------------------------------------------- | ---- | ----- | ----- | - | ---- | ----- | ----- | - |  | ----- | ----- | -
|For the
year ended December 31                          |                                             | 2002 |       | 2001  |   | 2000
|                                                        |                                             |      |       |       |   |     
|Wireless services revenues (in $ millions)              |                                             |      | 2,167 |       |   |      | 1,839 |       |   |  | 1,515 |      
|Cellular and PCS net activations (in thousands)         |                                             |      |       |       |   |      |       |       |   |  |       |      
|                                                        | Prepaid                                     |      |       | 13    |   |      |       | 247   |   |  |       | 199   |  
|                                                        | Post-paid                                   |      |       | 452   |   |      |       | 443   |   |  |       | 396   |  
|                                                        |                                             |      |       |       |   |      |       |       |   |  |       |      
|                                                        |                                             |      | 465   |       |   |      | 690   |       |   |  | 595   |      
|                                                        |                                             |      |       |       |   |      |       |       |   |  |       |      
|Cellular
and PCS subscribers(1) (in thousands)          |                                             |      |       |       |   |      |       |       |   |  |       |      
|                                                        | Prepaid                                     |      |       | 979   |   |      |       | 966   |   |  |       | 719   |  
|                                                        | Post-paid                                   |      |       | 2,940 |   |      |       | 2,488 |   |  |       | 2,045 |  
|                                                        |                                             |      |       |       |   |      |       |       |   |  |       |      
|                                                        |                                             |      | 3,919 |       |   |      | 3,454 |       |   |  | 2,764 |      
|                                                        |                                             |      |       |       |   |      |       |       |   |  |       |      
|Average revenue per unit (cellular and PCS) ($/month)   |                                             |      | 46    |       |   |      | 46    |       |   |  | 47    |      
|                                                        | Prepaid                                     |      |       | 12    |   |      |       | 13    |   |  |       | 13    |  
|                                                        | Post-paid                                   |      |       | 59    |   |      |       | 58    |   |  |       | 58    |  
|Usage per subscriber (cellular and PCS) (minutes/month) |                                             |      | 203   |       |   |      | 182   |       |   |  | 161   |      
|Churn rate(2) (cellular and PCS) (average per month)    |                                             |      | 1.6   | %     |   |      | 1.5   | %     |   |  | 1.5   | %    
|Paging subscribers(1) (in thousands)                    |                                             |      | 639   |       |   |      | 715   |       |   |  | 756   |      
|Estimated market share                                  |                                             |      |       |       |   |      |       |       |   |  |       |      
|                                                        | Québec and Ontario (% based on revenues)    |      |       | 47    | % |      |       | 47    | % |  |       | 46    | %
|                                                        | Atlantic Provinces (% based on subscribers) |      |       | 75    | % |      |       | 75    | % |  |       | 75    | %
|                                                       

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

TABLE 3.1.2.4 DATA SERVICES

|                                                      |                                       |      |       |       |   |      |       |       |   |  |       |      |  
|----------------------------------------------------- | ------------------------------------- | ---- | ----- | ----- | - | ---- | ----- | ----- | - |  | ----- | ---- | -
|For the
year ended December 31                        |                                       | 2002 |       | 2001  |   | 2000
|                                                      |                                       |      |       |       |   |     
|Data revenues (in $ millions)                         |                                       |      | 3,806 |       |   |      | 3,526 |       |   |  | 2,890 |     
|Internet subscribers (in thousands)                   |                                       |      |       |       |   |      |       |       |   |  |       |     
|                                                      | Digital subscriber line high-speed(1) |      |       | 1,110 |   |      |       | 757   |   |  |       | 336  |  
|                                                      | Dial-up(2)                            |      |       | 957   |   |      |       | 1,019 |   |  |       | 847  |  
|                                                      |                                       |      |       |       |   |      |       |       |   |  |       |     
|                                                      |                                       |      | 2,067 |       |   |      | 1,776 |       |   |  | 1,183 |     
|                                                      |                                       |      |       |       |   |      |       |       |   |  |       |     
|Digital equivalent access lines(3) (Bell Canada only) |                                       |      | 3,683 |       |   |      | 3,713 |       |   |  | n/a   |     
|Estimated market share                                |                                       |      |       |       |   |      |       |       |   |  |       |     
|                                                      | Québec and Ontario(4)                 |      |       | 42.2  | % |      |       | 41.7  | % |  |       | 33.5 | %
|                                                      | Atlantic Provinces(5)                 |      |       | 67.0  | % |      |       | 67.0  | % |  |       | 67.0 | %
|                                                      |                                       |      |       |       |   |      |       |       |   |  |       |     



---

|(1) |  | High-speed Internet subscribers include consumer, business and
wholesale subscribers, at December 31.                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Dial-up subscribers include
consumer and business subscribers, at December 31.                                                                                            
|   
|(3) |  | Digital equivalent access lines are derived by converting lower capacity
data lines (DS-3 and lower) to the equivalent number of voice grade access
lines, at December 31.
|   
|(4) |  | High-speed consumer Internet
market share.                                                                                                                                
|   
|(5) |  | High-speed and
dial-up Internet market share.                                                                                                                             

Bell Canada Enterprises   11   2002 Annual Information Form



---



##### 



3.1.2.4     Data Services

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

In 2002, the
number of high-speed Internet subscribers
increased by 47% to reach 1.1 million,
reflecting customer preference for higher speed
alternatives to dial-up Internet access. For
the first time, the number of high-speed
Internet access subscribers surpassed the
number of dial-up subscribers. The number of
dial-up subscribers declined to 957,000 from
2001 levels of over one million. Residential
represents the largest segment of high-speed
Internet subscribers and comprises 924,000
customers.

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

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

A summary of data revenues, Internet
subscribers and other data services statistics
is shown in Table 3.1.2.4.

3.1.2.5     DTH Satellite Television Services

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

Bell ExpressVu acquired 70% of all new
Canadian DTH subscribers this year, increasing
its DTH market share to 62%. Bell ExpressVu has
steadily increased the number of subscribers in
urban areas, where cable has traditionally
dominated the market. At December 31, 2002, 59%
of Bell ExpressVus customers were from urban areas, up from 56%
in 2001.

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

Signal piracy is a major issue facing all
segments of the Canadian broadcasting industry.
Bell ExpressVu has undertaken a number of
actions to combat signal piracy, including
taking legal action, implementing electronic
countermeasures targeted at illegal devices,
and leading public awareness campaigns. A
summary of our DTH satellite television
services revenues, subscribers and estimated
market shares is shown in Table 3.1.2.5.

TABLE 3.1.2.5 DTH SATELLITE TELEVISION SERVICES

|                                                   |  |      |       |      |  |      |       |   |  |  |     |  
|-------------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | --- | -
|For the year ended
December 31                     |  | 2002 |       | 2001 |  | 2000
|                                                   |  |      |       |      |  |     
|DTH services revenues (in $ millions)              |  |      | 638   |      |  |      | 474   |   |  |  | 305 |  
|DTH subscribers(1) (in thousands)                  |  |      | 1,304 |      |  |      | 1,069 |   |  |  | 722 |  
|DTH estimated market share (subscribers)           |  |      | 62    | %    |  |      | 60    | % |  |  | 58  | %
|DTH and cable estimated market share (subscribers) |  |      | 13    | %    |  |      | 11    | % |  |  | 8   | %
|                                                  

|(1) |  | At December 31.
|--- |  | ---------------

3.1.2.6     Other Products and Services

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



| |  | renting, selling and maintaining business terminal equipment                     
|- |  | ---------------------------------------------------------------------------------
| 
| |  | print and electronic directories advertising until November 2002                
| 
| |  | Alliants remote communications, information technology, and emerging businesses.

In November 2002, we sold the directories
business for approximately $3 billion in cash.
We will no longer generate this type of
revenue.

A summary of our other products and
services revenues is shown in Table 3.1.2.6.

TABLE 3.1.2.6 OTHER PRODUCTS AND SERVICES

|                               |  |      |       |      |  |      |       |  |  |  |       | 
|------------------------------ |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ----- | 
|For the year ended
December 31 |  | 2002 |       | 2001 |  | 2000
|                               |  |      |       |      |  |     
|Other revenues (in $ millions) |  |      | 2,144 | (1)  |  |      | 2,352 |  |  |  | 2,226 | 



---

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

3.1.3 MARKETING AND DISTRIBUTION CHANNELS

The Bell Canada segment distribution channels
are focused on residential, SME and large
enterprise customers. These channels include
call centers staffed by approximately 7,620 representatives, approximately 255 Bell
World/Espace Bell stores (approximately 95 owned by us and approximately 160 owned by
dealers/franchisees), approximately 1,200 direct
sales representatives, and the bell.ca and
alianttelecom.ca websites. Dedicated to the
large enterprise market and as Canadas largest
IP/broadband company, Bell Nexxia bundles
products and services into fully managed,
end-to-end, eBusiness solutions.

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

Bell Canada Enterprises   12   2002 Annual Information Form



---



##### 



This cross distribution capability
differentiates the Bell Canada segment from its
competitors who do not have the Bell Canada
segments large wireline customer base.

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





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

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

3.1.4     NETWORKS

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

The Bell Canada segment infrastructure includes:



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

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

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

In total, our wireless infrastructure
provided coverage to 80% of the Canadian
population as at December 31, 2002. The Bell
Canada segment recently deployed state of the
art 1xRTT technology through its wireless
network to deliver among the fastest wireless
data speeds on the market and enabling leading
edge wireless data applications.

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

The Bell Canada segment has an extensive
copper infrastructure, and a voice switching
infrastructure to provide local and
inter-exchange voice services to all business
and residential customers in Ontario, Québec
and the Atlantic Provinces.

3.1.5     COMPETITION

With the advent of competition in the local service market
in 1998, virtually all markets in which
the Bell Canada segment carries on business are competitive. For
more information on market shares in the Bell Canada segments
respective markets, see item 3.1.2  Products and Services.

3.1.5.1 Local and Access

Our main competitors in local and access services include:



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

Our prices for basic access
services are subject to price cap
regulation. See item 3.1.6  Regulation.

3.1.5.2 Long Distance

Our major long distance competitors
include:



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

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

3.1.5.3 Wireless

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



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

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

3.1.5.4 Data

In the very competitive high-speed Internet
access services market, the Bell Canada segment
competes with large cable television companies
such as:



| |  | Le Groupe Vidéotron Ltée (Vidéotron)
|- |  | --------------------------------------
| 
| |  | Rogers Cable Inc. (Rogers)          
| 
| |  | Cogeco Cable Inc. (Cogeco)          
| 
| |  | Eastlink (Atlantic Provinces).        

Bell Canada Enterprises   13   2002 Annual Information Form



---



##### 



On the dial-up side, the Bell Canada
segment competes with America Online, Inc.,
Primus and over 800 independent Internet
service providers.

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



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

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

3.1.5.5     DTH Satellite Television

In the DTH satellite television services
market, Bell ExpressVu competes with Star
Choice Television Networks Inc. in Canada. DTH
satellite television providers also compete
with cable TV providers across Canada,
including:



| |  | Rogers                        
|- |  | ------------------------------
| 
| |  | Vidéotron                     
| 
| |  | Shaw Communications Inc.      
| 
| |  | Cogeco                        
| 
| |  | Eastlink (Atlantic Provinces).

Competition for subscribers is based on
channels offered, quality of signal, set-top
box features, availability of service in
region, price and service.

3.1.6     REGULATION

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

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

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

3.1.6.1     Bell Canada Act



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

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

3.1.6.2     Telecommunications Act

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

The Telecommunications Actalso stipulates
that for a company such as Bell Canada, Aliant
Telecom or Bell Mobility to operate as a
telecommunications common carrier, it must be
eligible to operate as a Canadian carrier and
must be a Canadian owned and controlled
corporation, and must not otherwise be
controlled by non-Canadians. Specifically, a
Canadian carrier, such as Bell Canada, is
required to meet a minimum level of direct
Canadian ownership of 80% and a minimum level
of indirect Canadian ownership, such as at the
BCE Inc. level, of 662/3%. In addition, the Telecommunications
Actprovides that not less than 80% of the
members of the board of directors of a Canadian
carrier must be Canadian.

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

3.1.6.3 Broadcasting Act

In 1991, the Government of Canada amended the
Broadcasting Actin recognition of the need to
modernize and consolidate existing legislation.
Key policy objectives of the Broadcasting Act
include the safeguarding and strengthening of
the cultural, political, social and economic
fabric of Canada as well as encouraging the
development of Canadian expression. The
Broadcasting Actassigns the regulation and
supervision of the broadcasting system to the
CRTC. Most broadcasting activities require a
broadcasting license from the CRTC. For a
corporation to
obtain a broadcasting or broadcasting
distribution

Bell Canada Enterprises   14   2002 Annual Information Form



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license, it must also be a Canadian owned and
controlled corporation. Four of the Bell
Canada segments partnerships, subsidiaries or associated companies  Bell ExpressVu,
Aliant Telecom, Northwestel Inc. and Télébec
LP  have broadcasting distribution licenses
that permit them to offer broadcast
distribution services in defined areas within
Nova Scotia, New Brunswick, Québec, Ontario,
the Northwest Territories and Nunavut and
nationally in the case of Bell ExpressVu.

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

3.1.6.4 Radiocommunication Act

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

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

Bell
Mobilitys cellular license and initial 1.9 GHz band PCS license
(1995 PCS License) to
provide service in Ontario and Québec expire on
March 31, 2006 and Aliant Telecoms/MTT Mobilitys cellular
license and 1995 PCS License to provide
service in the Atlantic Provinces expire
on March 31, 2006. The 20 additional PCS licenses (2001 PCS
Licenses) acquired for $720 million by Bell
Mobility (including 20 MHz in Southern
Ontario), Aliant, MTS and SaskTel in February
2001 expire on November 29, 2011. At this
time, we know of no reason why these licenses
would not be renewed as they expire.

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



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

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



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

INDUSTRY CANADA LICENSING AND FEES CONSULTATION

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

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

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

INDUSTRY CANADA NATIONAL TOWERS CONSULTATION

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

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

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

3.1.6.5 Lawful Access Consultation

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

3.1.6.6 Significant Regulatory Decisions

2002

CRTC DECISION ON INCUMBENT AFFILIATES

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

Bell Canada Enterprises   15   2002 Annual Information Form



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LOCAL CALLING AREA RULES

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

SECOND PRICE CAP REGIME

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

Other

CONTRIBUTION REGIME

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

In September 2001, Telus filed an
application asking the CRTC to revisit several
of the assumptions underlying the calculations
of the subsidy payment and to adjust the
payments for 2002 to take the changes into
account. On October 25, 2002, the CRTC denied
Telus application in Decision 2002-67. On January 22, 2003 Telus
petitioned the Governor in Council to overturn
certain findings in Decision 2002-67.
Specifically, Telus requested that the CRTC be
directed to recognize service costs which are
higher than those currently used to determine
subsidies and rates for lines provided to
competitors. Telus also asked that the CRTC be
directed to undertake a proceeding to
determine how the telephone companies should
be compensated for the difference between the
costs Telus wishes to be recognized and the
costs currently used by the CRTC. If Telus is
successful, the impact on us will depend on
the outcome of the follow-up proceeding
requested by Telus. Any follow-up proceeding
would not conclude until some time in 2004.
The Governor in Council has until the end of
October 2003 to decide whether or not to act
on the Telus petition.

ACCESS TO MUNICIPAL PROPERTY

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

FORBEARANCE

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

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

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

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

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

3.1.7 ENVIRONMENT

Bell Canada monitors its operations to ensure
its compliance with applicable environmental
requirements and standards and implements
preventative and remedial action as required.
Bell Canada has put in place an environmental
management and review system which identifies
potential environmental problems or
opportunities, establishes a course of action
and ensures ongoing improvement through a
feedback process.

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

For the year ended December 31, 2002, a
total amount of $13 million (79% which were
expenses and 21% which were capital
expenditures) has been spent by Bell Canada on
environmental activities. For 2003,

Bell Canada Enterprises   16   2002 Annual Information Form



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Bell Canada has budgeted a total amount of
$14.3 million (79% which are expenses and 21%
which are capital expenditures) to ensure the
proper application of its environmental policy
and the minimization of its various
environmental risks.

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

Aliant has also established environmental
processes similar to those of Bell Canada.

3.2  BELL GLOBEMEDIA

3.2.1 GENERAL

Bell Globemedia provides information and
entertainment services to Canadian customers and
access to distinctive Canadian content. It includes
CTV, Canadas leading private broadcaster, and The Globe and Mail, Canadas
leading national newspaper.

In 2002,
Bell Globemedias revenues primarily came from selling advertising through its
TV, print and Internet businesses. Revenue is also
generated from subscriptions to The Globe and Mail and
subscription fees that cable and DTH satellite television
companies pay for carrying Bell Globemedias specialty TV
channels such as TSN, RDS and Discovery.

See item 2.2.1  Recent Developments 
Acquisitions and Dispositions  Bell
Globemedia Restructuring for information on
recent developments.

Bell
Globemedias 2002 revenues were $1.3 billion, representing
6% of our total operating revenues.

3.2.2 CTV

CTV,
Canadas leader in conventional and specialty television,
operates the CTV Television Network, a
private English-language national television
network reaching over 99% of English-speaking
Canadians, through wholly-owned television
stations across Canada and through affiliation
agreements with non-owned television stations.

CTV has ownership interests in and/or
manages several analog specialty channels in
Canada, including CTV Newsnet, The Comedy
Network, Outdoor Life Network, Talk TV and ROB
TV. In addition, through its approximate 68.6%
economic interest in CTV Specialty Television
Inc., CTV has ownership interests in and/or
manages the following specialty channels: TSN,
RDS and Discovery Channel, as well as a number
of digital specialty channels launched in
September 2001, including WTSN, ESPN Classic
Canada, Animal Planet, Discovery Civilization,
CTV Travel and the NHL Network. CTV is also
involved in the production and distribution of
television programs.

3.2.3 THE GLOBE AND MAIL

The Globe and Mail, founded in 1844, is
Canadas largest circulation English-language print and electronic daily
national newspaper. It publishes one Toronto
and one national edition each day, six days a
week, from six locations. For the twelve months
ended September 30, 2002, total circulation
amounted to approximately 328,000 copies per
day Monday to Friday and 403,000 copies on
Saturday. Total readership can reach over one
million persons per day.

For the twelve months ended September 30,
2002, the circulation of The Globe and Mail
exceeded that of the National Post, its
principal competitor, by approximately 32% on
weekdays and 40% on Saturdays.

3.2.4 COMPETITION

CTVs
broadcast operations enjoy a significant market position within their broadcast areas. However,
CTV encounters substantial competition for
viewers and corresponding advertising revenues in
markets it serves from CanWest Global
Communications Corp. (CanWest), CHUM Limited,
Alliance Atlantis Communications Inc., Corus
Entertainment Inc., Canadian Broadcasting
Corporation and other companies including owners
of specialty channels.

The Globe and Mail competes with a broad
range of print media for circulation and
advertising revenues. Since the launch of the
National Post
in 1998 and the launch of several commuter
papers in the key Toronto market, competition
has intensified. The Globe and Mail also
vies for readers and advertisers with The Toronto Star owned by
Torstar Inc., Quebecor Incs Sun Media newspaper chain and
CanWests numerous community newspapers
across Canada.

3.2.5 REGULATION

Pursuant to the Broadcasting Act, the
federal cabinet, through the Direction to the
CRTC (Ineligibility of Non-Canadians), requires
that for a corporation, such as CTV, to obtain a
broadcasting license, it must be a Canadian owned
and controlled corporation, and must not
otherwise be controlled by non-Canadians. A
broadcasting licensee is required to meet a
minimum level of direct Canadian beneficial
ownership of 80% of all outstanding and issued
voting shares and 80% of the votes. Not less than
80% of the board of directors as well as the chief executive officer of a broadcasting
licensee must be Canadian.

In addition, not less than
662/3% of all outstanding and issued voting
shares and not less than 662/3% of the votes of
the parent corporation of a broadcasting licensee
must be beneficially owned and controlled,
directly or indirectly by Canadian interests.

Parent corporations of broadcasting licensees which have:



| |  | less than 80% Canadian directors on the board of directors 
|- |  | -----------------------------------------------------------
| 
| |  | have a non-Canadian chief executive officer                
| 
| |  | have a minimum level of Canadian ownership of less than 80%

are required to demonstrate to the CRTC that
neither such parent corporation nor its
directors exercise control or influence over
any programming decisions of the broadcasting
licensee.

In addition, transfers involving a
broadcasting license require the approval of
the CRTC, and may require the imposition of
certain net benefits.

Bell Canada Enterprises   17   2002 Annual Information Form



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3.3 BCE EMERGIS

3.3.1 GENERAL

BCE Emergis provides eBusiness services
focusing on business-to-business transactions
in the financial services and health
industries. BCE Emergis executes hundreds of
millions of billing, claims processing, payment
and related document exchange transactions
annually. BCE Emergis customers include 14 leading North
American health insurers, three of the
top five U.S. banks, the top six Canadian
banks, and a number of North Americas largest enterprises. In
2002, 41% of BCE Emergis operating revenues were derived from
the United States, principally from the operation of a preferred
provider organization which processes medical
claims for the benefit of health care payors.

BCE
Emergis revenues come from recurring and non-recurring sources. Recurring revenues include
transaction or usage-based charges for access to BCE
Emergis technology and for services including claims processing and cost containment,
drug-claim adjudication and payment, invoice presentment
and payment processing and electronic messaging, as well
as fixed and/or user-based monthly charges, primarily for
hosting and secure network services, and access to its
provider network. Non-recurring revenues include fees for
professional services related to the development,
integration, installation and maintenance of BCE Emergis
solutions for clients and
initial software license fees and activation fees.

It is important to note that recurring
revenues refer to the underlying nature of the
revenues, as described above, and that
revenues from contracts that are not likely to
be renewed will be included in this category
if they result from the activities described
above.

BCE
Emergis 2002 operating revenues were $540 million, of
which 91% were of a recurring nature.
Approximately $141 million of revenues were
generated from BCE in 2002, representing
approximately 26% of BCE Emergis total revenues. BCE
Emergis 2002 operating revenues represented 2% of our total operating revenues. BCE
Inc. owns approximately 65% of BCE Emergis, with
the remaining shares being held by the public.

On May 14, 2002, BCE Emergis announced
the appointment of Mr. Pierre Blouin as Chief
Executive Officer and as a director. Prior to
joining BCE Emergis, Mr. Blouin was Chairman
and Chief Executive Officer of Bell Mobility
and Executive Vice-President of BCE Inc. On
May 3, 2002, BCE Emergis announced the
appointment of Mr. Michael J. Sabia, President
and Chief Executive Officer of BCE Inc., as
Chairman of BCE Emergis.

3.3.2 STREAMLINING AT BCE EMERGIS

In 2002, BCE Emergis completed a major
streamlining of its services and reduced its
workforce by 20%. BCE Emergis recorded a
pre-tax charge of $119 million in the second
quarter of 2002. BCEs share was $63 million on an after-tax
basis. This pre-tax charge represented
restructuring charges of $95 million and other
charges of $24 million that were related to the
write-off of certain assets, severance and
other employee costs, contract settlements and
costs of leased properties no longer in use,
and was reduced by the proceeds of disposition
of certain exited activities. All of these
charges were primarily from streamlining BCE
Emergis services and reducing its operating cost structure. At December 31, 2002, $23 million of the
restructuring provision remained unpaid.

In addition, BCE Emergis is also pursuing its
strategic review of its various lines of products
and businesses to ensure that they continue to meet
BCE Emergis strategic objectives.

3.3.3 COMPETITION

BCE Emergis faces
significant competition in Canada and the United
States in all of its services offerings. Although BCE Emergis
believes there is no single competitor offering
an integrated suite incorporating all of its services, competitors in its health
business segment include Beech Street Corporation,
MultiPlan, Inc. and First Health Group Corp. in
the United States, and NDCHealth Corporation and
ESI Canada in drug and dental claims
processing in Canada. In its finance business
segment, major competitors include Bottomline
Technologies, Inc., CheckFree Corporation and EPO
Inc. in electronic bill presentment and
payment; Ellie Mae, Inc. and Fidelity National Information
Solutions Inc. in e-Lending; and major
information technology service companies and
financial transaction processors such as IBM and
Federal Data Corporation in its other eBusiness
service areas.

BCE Emergis expects that other competitors
will develop over time. Some of these will be
companies that are not currently in its
markets, others will be new competitors, and
others could be ventures between current clients and BCE Emergis
competitors.

3.4 BCE VENTURES

The BCE Ventures segment combines, for
management purposes, various assets including
Telesat and CGI. As at December 31, 2002, BCE Inc. owned 100% of Telesat and
approximately 32% of CGI. The BCE Ventures segments 2002
operating revenues were $1.1 billion, representing 4% of our total
operating revenues.

3.4.1 TELESAT

Telesat is a leader in satellite communications and
systems management and a leading consultant in
establishing, operating and upgrading satellite systems
worldwide. Telesat provides broadcast distribution and
telecommunication services to over 275 customers located
in North and South America. Telesat owns and operates a
total of five satellites. Two of these satellites (Nimiq 1 and Nimiq 2) provide capacity for Bell ExpressVus DTH
satellite television services as well as allow for back-up capability. Nimiq 2 was successfully launched on
December 29, 2002, although it has since experienced a
malfunction affecting its available power. This
malfunction is still being investigated. Telesat also
has two satellites under construction which are expected
to be launched in 2003 and 2005. Telesats 2002 operating
revenues were $327 million, representing
approximately 1% of our total operating revenues.

3.4.2 CGI

CGI is
one of Canadas largest information technology (IT)
services companies. From offices
located around the world, CGI provides a full range of
IT services and business solutions, including
outsourcing, systems development and integration, and
consulting to clients in North America and Europe.
CGIs primary focus is large-scale systems integration and outsourcing contracts. CGI
generates a high proportion

Bell Canada Enterprises   18   2002 Annual Information Form



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of its revenues from higher value-added
services such as IT strategic planning,
business process engineering, systems
architecture, systems development and
maintenance. BCE Inc.s proportionate interest in CGIs
2002 operating revenues was $709 million, representing
approximately 3% of our total operating revenues. CGI is publicly
traded. As at December 31, 2002, BCE
Inc. owned approximately 32% of the total outstanding shares of CGI,
with the remaining shares
being held by the public, including 9% by certain
current or former senior officers of CGI. BCE Inc.s ownership
in CGI was reduced to approximately 30% after
giving effect to CGIs acquisition of Cognicase Inc. which
occurred on February 25, 2003.

BCE Inc. entered into an agreement
on
July 1, 1998 with CGIs three majority individual
shareholders. The agreement includes put and
call options, and rights of first refusal, on
the CGI shares that these shareholders hold.

The put options give these CGI
shareholders the right to gradually sell a
portion of their shares to BCE Inc. until
January 4, 2004. The call option gives BCE
Inc. the one-time right to buy all of their
CGI shares that BCE Inc. has not already
bought, during the period from January 5, 2004
to January 4, 2006.

The exercise price of any put or
call
option is 115% of the 20-day average market
price of CGI shares before the exercise date,
payable in BCE Inc. common shares. If the
options were fully exercised, our equity
ownership interest in CGI would increase to
approximately 40%.

See item 2.2.1  Recent
Developments  Acquisitions and Dispositions  CGI for more
details on discussions regarding BCE Inc.s interest in CGI.

3.4.3 OTHER INVESTMENTS

BCE Ventures also manages certain other
investments of BCE Inc., including Bimcor Inc.
and BCE Capital Inc.

3.5 CAPITAL EXPENDITURES

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

     acquiring
and completing a national broadband IP network

     building a next-generation wireless network and expanding PCS coverage

     acquiring regional spectrum licenses

     expanding high-speed Internet coverage in our service territories

     developing a notional DTH satellite television business

     expanding into Western Canada

     enhancing our billing system capabilities.

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

We continue to make investments
to expand our networks to meet customer demand and for
replacement purposes. Having much of the significant
capital expenditures relating to the build-out of our
growth infrastructures behind us, we were able to reduce
our capital expenditures by 25% in 2002 compared to 2001.
This reduction in capital spending lowered our capital
intensity ratio to 19% in 2002 from 26% in 2001. The Bell Canada
segments capital intensity ratio fell to 20% in 2002 from 27%
in 2001. The Bell Canada segment accounted for 91% of our total capital expenditures
in 2002.

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

TABLE 3.5 CAPITAL EXPENDITURES

|                                     |  |      |       |      |  |      |       |   |  |  |       |  
|------------------------------------ |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|For the year ended December 31       |  | 2002 |       | 2001 |  | 2000
|                                     |  |      |       |      |  |     
|Capital expenditures (in $ millions) |  |      | 3,771 |      |  |      | 4,999 |   |  |  | 3,652 |  
|Capital intensity (% of revenues)    |  |      | 19    | %    |  |      | 26    | % |  |  | 22    | %
|                                     |  |      |       |      |  |      |       |   |  |  |       |  

3.6 EMPLOYEES

The
number of employees in our group is shown in Table 3.6.

TABLE 3.6 EMPLOYEES

|                    |  |      |        |      |  |      |        |  |  |  |        | 
|------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  |  | ------ | 
|As of December 31   |  | 2002 |        | 2001 |  | 2000
|                    |  |      |        |      |  |     
|Bell Canada segment |  |      | 54,258 |      |  |      | 55,712 |  |  |  | 55,195 | 
|Bell Globemedia     |  |      | 4,187  |      |  |      | 4,223  |  |  |  | 3,014  | 
|BCE Emergis         |  |      | 2,168  |      |  |      | 2,603  |  |  |  | 2,096  | 
|Other               |  |      | 5,653  |      |  |      | 12,637 |  |  |  | 14,605 | 
|                    |  |      |        |      |  |      |        |  |  |  |        | 
|                    |  |      | 66,266 |      |  |      | 75,175 |  |  |  | 74,910 | 
|                    |  |      |        |      |  |      |        |  |  |  |        | 

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



| |  | the collective agreements between
Bell Canada and the CEP representing
approximately 400 operator services employees
and approximately 7,000 craft and services
employees expire at the end of November 2003                                 
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the collective agreement between Bell Canada and the CTEA representing approximately 1,100
communications sales employees expires on
December 31, 2003                                                                                       
| 
| |  | several collective agreement between certain other companies of the Bell Canada
segment (including Aliant, Expertech Network
Installation Inc. and Connexim, L.P.) and their
respective employees, representing approximately
6,400 employees
| 
| |  | several collective agreements between certain companies of the Bell Globemedia
segment, including CTV, and their respective
employees, representing approximately 750
employees.                                                             
| 
|  |  | Also noteworthy is:                                                                                                                                                                                                                          
| 
| |  | the collective agreement between
Bell Canada and approximately 12,500 clerical and associated employees represented by
the CTEA that expired
on May 31, 2002 was renewed on June 17, 2002
until May 31, 2005.                                

Bell Canada Enterprises   19   2002 Annual Information Form



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3.7 LEGAL PROCEEDINGS

3.7.1 TELEGLOBE RELATED LAWSUITS

3.7.1.1 Teleglobe Lending Syndicate Lawsuit

A Statement of Claim was issued on July 12, 2002 in
the Ontario Superior Court of Justice by ABN AMRO Bank
N.V., Bank of Montreal, Bank of Tokyo-Mitsubishi
(Canada), Bayerische Landesbank Girozentrale, BNP
Paribas (Canada), La Caisse Centrale Desjardins du
Québec, Canadian Imperial Bank of Commerce, Canadian
Imperial Bank of Commerce, N.Y. Agency, Citibank,
N.A., Credit Suisse First Boston Canada, Credit Suisse
First Boston, Export Development Canada, HSBC Bank
Canada, JPMorgan Chase Bank, Laurentian Bank of
Canada, Merrill Lynch Capital (Canada) Inc., Merrill
Lynch Capital Corporation, National Bank of Canada,
Royal Bank of Canada, Société Générale, The Bank of
Nova Scotia, and The Toronto-Dominion Bank
(collectively referred to in this section as the
Plaintiffs) against BCE Inc. The Plaintiffs seek
damages from BCE Inc. in the aggregate amount of
US$1.19 billion (together with interest and costs),
which they allege is equal to the amount they advanced
as members of the Teleglobe and Teleglobe Holdings
(U.S.) Corporation (collectively referred to in this
section as Teleglobe) lending syndicate. The
Plaintiffs represent approximately 95.2% of the
US$1.25 billion advanced by the members of such
lending syndicate.

The
Plaintiffs claim is based on several allegations, including
that the actions and
representations of BCE Inc. and its management in
effect constituted a legal commitment of BCE Inc. that
the advances would be repaid and that the Court should
disregard Teleglobe as a corporate entity and hold BCE
Inc. responsible to repay the advances as Teleglobes alter ego.

On November 28 and 29, 2002, the Ontario Superior
Court of Justice heard the motions previously filed by
BCE Inc. (i) to stay or dismiss the action on the
basis that it does not have jurisdiction and that
Québec is the convenient forum for the adjudication of
the Plaintiffs claims, and (ii) for a declaration that the
Plaintiffs legal counsel is in a position of conflict of
interest acting as counsel to the Plaintiffs and for
an order removing the Plaintiffs legal counsel as the
solicitors of record for the Plaintiffs in
this lawsuit. On March 21, 2003, the Court granted BCE
Inc.s motion to remove the Plaintiffs legal counsel as
the solicitors of record for the Plaintiffs in the lawsuit.

While the final outcome of any legal
proceeding cannot be predicted with certainty,
based upon information currently available,
BCE Inc. is of the view that it has strong
defences, and it intends to vigorously defend
its position.

3.7.1.2 VarTec Lawsuit

On December 2, 2002, VarTec and VarTec Holding
Company (collectively referred to in this
section as VarTec) filed a lawsuit against
BCE Inc., BCE Ventures Inc. and the President
of BCE Ventures Inc. in the United States
District Court for the Northern District of
Texas (Dallas division).

The claim alleges
fraud and violation of the anti-fraud
provisions of the United States Securities
Exchange Actof 1934 in relation to VarTecs
purchase from Teleglobe and its subsidiaries (collectively referred to in this section as Teleglobe) of
Excelcom, Inc., Excel Telecommunications (Canada) Inc. and Telco Communications
Group, Inc. The complaint alleges, among other things,
that the defendants misrepresented Teleglobes financial status
and ability to assume certain liabilities
associated with the transaction. The complaint claims that
Teleglobes liabilities to VarTec arising out of the transaction
could be in excess of US$250 million and also seeks
punitive damages, but asserts no specific amount of
damages.

In February 2003, VarTec amended its complaint to
remove a series of causes of action included in the
December 2, 2002 complaint, including breach of contract
and that the Court should disregard Teleglobe as a
corporate entity and hold BCE Inc. responsible for such
liabilities as Teleglobes alter ego.

On March 2, 2003, BCE Inc., BCE
Ventures Inc. and the President of BCE Ventures Inc. filed
a motion to (i) dismiss the action for improper venue and
on the merits for failure to state a claim for which
relief may be granted and/or failure to plead fraud claims
with sufficient particularity, and (ii) strike VarTecs
jury demand.

While the
final outcome of any legal proceeding cannot be predicted
with certainty, based upon information currently
available, BCE Inc., BCE Ventures Inc. and the President
of BCE Ventures Inc. are of the view that they have strong
defences in respect of the foregoing lawsuit and they
intend to vigorously defend their position.

3.7.1.3 Kroll Restructuring Lawsuit

BCE Inc. was informed on February 26, 2003
that a lawsuit has been filed in the Ontario
Superior Court of Justice by Kroll Restructuring
Ltd., in its capacity as interim receiver of
Teleglobe, against five former directors of
Teleglobe. This lawsuit was filed in connection
with Teleglobes redemption of its third series preferred shares
in April 2001 and the retraction of
its fifth series preferred shares in March 2001.
The plaintiff is seeking a declaration that such
redemption and retraction were prohibited
under the Canada Business Corporations Act
and that the five former directors should be held
jointly and severally liable to restore to Teleglobe all amounts paid or distributed
on such redemption and retraction, being an aggregate of
approximately $661 million, plus interest. While
BCE Inc. is not a defendant in this lawsuit,
Teleglobe was at the relevant time a subsidiary
of BCE Inc. Pursuant to standard policies and
subject to applicable law, the five former
Teleglobe directors are entitled to seek
indemnification from BCE Inc. in connection with
this lawsuit.

While the final outcome of any legal
proceeding cannot be predicted with certainty,
based upon information currently available, BCE
Inc. is of the view that the former directors
of Teleglobe have strong defences in respect of
the foregoing lawsuit and they intend to
vigorously defend their position.

3.7.2 WAGE PRACTICES INVESTIGATION

After the Canadian Human Rights Tribunal
allowed the withdrawal, in October 2002, of the
complaints filed by the CTEA on behalf of its
members, further to the settlement reached
between Bell Canada and the CTEA, hearings into
the complaints filed by the CEP on behalf of
its members in 1994 continued. On November 2,
2000, the Federal Court of Canada had allowed
Bell Canadas application for judicial review of the Canadian
Human Rights Tribunals determination that it could

Bell Canada Enterprises   20   2002 Annual Information Form



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##### 



proceed with an inquiry into the complaints
filed by the CEP. The Court had found that the
Tribunal lacked institutional independence and
prohibited further proceedings in the matter.
Hearings before the Tribunal into the merits
of the case were suspended. The Canadian Human
Rights Commission appealed this decision,
which was overturned by the Federal Court of
Appeal. On May 24, 2001, Bell Canada filed for
leave to appeal the Federal Court of Appeal
decision to the Supreme Court of Canada.
Hearings before the Tribunal resumed in
September 2001. The Supreme Court heard Bell
Canadas appeal in January 2003 and a decision is expected before the end of
the year.

3.7.3 BCI RELATED LAWSUITS

3.7.3.1 Common Shareholders Lawsuit

On September 27, 2002, BCE Inc. announced that
a lawsuit had been filed in the Ontario
Superior Court of Justice by a common
shareholder of BCI. The plaintiff is seeking
the Courts approval to proceed by way of class action on behalf of all persons who
owned BCI common shares on December 3, 2001.
The lawsuit seeks $1 billion in damages from
BCI and BCE Inc. in connection with the
issuance of BCI common shares on February 15,
2002 pursuant to BCIs recapitalization plan announced on December 3, 2001
(Recapitalization Plan) and the
implementation
of BCIs plan of arrangement approved by the Ontario Superior Court of Justice on July 17,
2002. BCE Inc. and BCI intend to contest the
certification of this action as a class action.

While the final outcome of any legal proceeding
cannot be predicted with certainty, based upon
information currently available, BCE Inc. and
BCI are of the view that they have strong
defences and intend to vigorously defend their
position.

3.7.3.2 6.75% Debentureholders Lawsuit

On April 29, 2002, BCI announced that a lawsuit
had been filed in the Ontario Superior Court of
Justice by certain former holders of BCIs $250
million 6.75% convertible unsecured
subordinated debentures (the Debentures) and
that the plaintiffs were seeking the Courts approval
to proceed by way of class action on behalf of
all holders of the Debentures on December 3,
2001. The plaintiffs seek damages from BCI and
its directors and BCE Inc. up to an amount of
$250 million plus other amounts totaling $5 million in connection with the settlement, on
February 15, 2002, of the Debentures through
the issuance of BCI common shares, in
accordance with BCIs Recapitalization Plan.

On December 2, 2002, in
accordance with an agreement reached among the
parties to this lawsuit, the plaintiffs agreed
to abandon their previous $30 million claim for
punitive damages and the Ontario Superior Court
of Justice ordered that the lawsuit be
certified as a class action but without
prejudice to the rights of the defendants to
assert any defences they may have with respect
to the merits of the class action.

While the
final outcome of any legal proceeding cannot be
predicted with certainty, based upon
information currently available, BCE Inc. and
BCI are of the view that they have strong
defences and intend to vigorously defend their
position.

3.7.4 BELL GLOBEMEDIA LAWSUIT

On February 5, 2001, Bell Globemedia
Publishing Inc., a subsidiary of Bell
Globemedia, was added as a defendant to a
class action lawsuit in
respect of copyright infringement. The claim is that
The Globe and Mail newspaper and magazines (as well as
Bell Globemedia Interactive) do not have the right to
archive and publish certain freelanced and employee
material from the newspaper or magazines in any format,
other than print, because allegedly only print rights were
originally obtained with respect to that material. The
relief claimed includes damages of $100 million as well as
injunctive relief. The Ontario Superior Court of Justice
rendered a decision on October 3, 2001, rejecting the
plaintiffs motion for partial summary judgment (including the rejection
of a requested injunction at this stage) on certain
proposed common issues. The Ontario Superior Court of
Justice declared that The Globe and Mail was legally
entitled to publish the newspaper on microfilm, microfiche
and in the Internet edition, but reserved for trial the
question of whether The Globe and Mail had, over the
years, acquired implied rights from freelancers to archive
and make available the freelancers written comments of the
newspaper on electronic databases and CD-ROMS. The plaintiffs
have filed a notice of appeal of this decision, and the
defendants have filed a notice of cross-appeal, all of
which will be heard together at some undetermined time in
the future.

While the
final outcome of any legal proceeding cannot be predicted
with certainty, based upon information currently
available, Bell Globemedia Publishing Inc. is of the view that it
has strong defences in respect of the foregoing lawsuit
and it intends to vigorously defend its position.

3.7.5 IRIDIUM LAWSUIT

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

In January 2002, the Plaintiffs moved
for summary judgment of liability against all
defendants on their claim relating to failure to make
capital contributions which includes the US$10 million
claim against Iridium Canada. On the same day, all
defendants cross-moved for summary judgment against the
Plaintiffs to have dismissed all of their claims. A
trial date has not yet been scheduled. On April 23,
2002 the magistrate judge granted the defendants motion
for summary judgment to dismiss the US$800 million
fraud and negligent misrepresentation claims. The
Plaintiffs have filed an appeal of this decision.

Bell Canada Enterprises   21   2002 Annual Information Form



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Also on April 23, 2002, the magistrate judge
denied the defendants motion for summary
judgment to dismiss the US$10 million capital
call claim. The defendants have filed an
appeal of this decision.

While the final outcome of any legal
proceeding cannot be predicted with certainty,
based upon information currently available,
Iridium Canada is of the view that it has
strong defences in respect of the foregoing
lawsuit and it intends to vigorously defend
its position.

3.7.6 GENERAL

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

3.8 RISK FACTORS

The following section describes general risks
that could affect the BCE group of companies
and specific risks that could affect BCE Inc.
and each of our segments.

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

3.8.1 BCE GROUP OF COMPANIES

Our Dependence on the Bell Canada Segment

The Bell Canada segment is our largest
segment, which means our financial performance
depends in large part on how well the Bell
Canada segment performs financially.

For the year ended December 31, 2002, the
Bell Canada segment accounted for 88% of our
operating revenues, 96% of our EBITDA and 100%
of net earnings applicable to common shares on
a consolidated basis.

Economic and Market Conditions

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

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



| |  | lower than expected growth in data revenue for the
Bell Canada segment, because of
softer demand from enterprises and wholesale
customers
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | some reduction in the number of network access line due to business failures or contractions                                             
| 
| |  | lower advertising spending from Bell Globemedias customers in the first half of 2002                                                    
| 
| |  | lower spending in IT services, resulting in lower non-recurring
revenue from BCE Emergis.                                                

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

Improving Productivity and Reducing Capital Intensity

We implemented several cost reduction
initiatives in 2002. We intend to continue
implementing more productivity initiatives in
2003, including the streamlining of
approximately 1,700 positions in our workforce
and further reducing our capital intensity.

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

Increasing Competition

We face intense competition from traditional
competitors, as well as from new entrants to
the markets we operate in. We compete not only
with other telecommunications, media, satellite
television and e-commerce companies but also
with other businesses and industries, such as
cable, software and Internet companies, systems
integrators and a variety of
companies that offer network services.

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

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

Anticipating Technological Change

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

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

We may face additional financial risks as
we develop new products, services and
technologies and update our networks to stay
competitive. Newer technologies, for example,
may quickly become obsolete or may need more
capital than expected. Development could be
delayed for reasons beyond our control.
Substantial investments usually need to be
made before new technologies prove to be
commercially viable.

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

Strategies and Plans for Revenue Growth

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

Bell Canada Enterprises   22   2002 Annual Information Form



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

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

Financing our Operations

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

We finance our capital needs in three ways:



| |  | from cash generated by our operations                    
|- |  | ---------------------------------------------------------
| 
| |  | by borrowing from commercial banks                       
| 
| |  | through debt and equity offerings in the capital markets.

Equity financings would dilute the
holdings of existing equity investors.
Increased debt financings could increase our
borrowing costs, lower our credit ratings and
give us less flexibility to take advantage of
business opportunities.

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



| |  | the September 11, 2001 terrorist attacks on the United States                                                        
|- |  | ---------------------------------------------------------------------------------------------------------------------
| 
| |  | accounting scandals relating to major North American companies                                                       
| 
| |  | bandwidth overcapacity                                                                                               
| 
| |  | a loss of investor confidence in the capital markets in general
and in the telecommunications industry in particular.

If we cannot raise the capital we need, we may have to:



| |  | limit our ongoing capital expenditures                                               
|- |  | -------------------------------------------------------------------------------------
| 
| |  | limit our investment in new
businesses                                               
| 
| |  | try to raise additional capital by
selling assets or through monetizing transactions.

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

Litigation, Regulatory Proceedings and
Changes in Laws

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

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

See
item 3.7  Legal Proceedings for a detailed description of
the principal legal proceedings against us.

See item 3.1.6  Regulation for a description of
certain regulatory initiatives and proceedings affecting the
Bell Canada segment.

Pension Fund Contributions

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

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

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

Funding Subsidiaries

BCE Inc. is currently funding and may
continue to fund the operating losses of
certain of its subsidiaries in the future, but
is not obligated to do so. If BCE Inc. decides
to stop funding any of its subsidiaries and
that subsidiary does not have other sources of
funding, this would have a material and
negative effect on the subsidiarys results of operations and financial condition. The
subsidiary
might not be able to meet its financial
obligations, which would require it to assess
its alternatives, including refinancing,
renegotiating or restructuring its debt,
selling assets, changing its
business plan or seeking other options
available under applicable laws,
including bankruptcy laws. The ability of a
subsidiary to access capital on
its own depends on a number of things,
including its ability to meet the targets in
its business plan.

If BCE Inc. stopped funding a subsidiary,
stakeholders of the subsidiary might decide to
take legal action against BCE Inc. While BCE Inc.
believes that this type of
claim would have no legal foundation, it
could negatively affect the market price of BCE
Inc.s common
shares. BCE Inc. would have to devote considerable management time and resources in
responding to any claim.

Attracting and Retaining Skilled People

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

Protecting our Networks

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

Bell Canada Enterprises   23   2002 Annual Information Form



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Renegotiating Labour Agreements

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

Several of our collective bargaining agreements described in item 3.6
 Employees expire in 2003 or have already
expired. These agreements cover approximately
15,650 employees.

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

3.8.2 BCE INC.

Holding Company Structure

BCE Inc. is a holding company. That means it
does not carry on any significant operations
and has no major sources of income or assets
of its own, other than the interests it has in
its subsidiaries, joint ventures and
significantly influenced companies. BCE Inc.s cash flow and its
ability to service its debts and to pay dividends on
its shares all depend on dividends or other
distributions it receives from its
subsidiaries, joint ventures and significantly
influenced companies.

BCE
Inc.s subsidiaries, joint ventures and significantly influenced companies are separate legal
entities. They do not have to pay dividends or
make any other distributions to BCE Inc. If any
of these subsidiaries, joint ventures or
significantly influenced companies are
liquidated or reorganized, the rights of their
creditors will rank ahead of any rights BCE
Inc. has to receive assets.

Stock Market Volatility

In the past, the common shares of BCE Inc. have
generally experienced price volatility when
certain announcements concerning BCE have been
made. Differences between BCE Inc.s actual or anticipated financial
results and the published expectations of
financial analysts may also contribute to this
volatility. All of these factors, as well as
general economic and political conditions,
could have a material and negative effect on
the market price of BCE Inc.s common shares.

3.8.3 BELL CANADA SEGMENT

Changing Wireline Regulations

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

CRTC Price Cap Decision

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

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

CRTC Decision on Incumbent Affiliates

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

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



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

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

Licenses and Changing Wireless Regulations

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

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

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

Bankruptcy Proceedings at Teleglobe

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

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

Bell Canada Enterprises   24   2002 Annual Information Form



---



##### 



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

Increased Accidents from Using Cell Phones

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

Health Concerns about Radio Frequency Emissions

Media reports have suggested that some radio
frequency emissions from cell phones may be
linked to medical conditions, such as cancer.
In addition, some interest groups have
requested investigations into claims that
digital transmissions from handsets used with
digital wireless technologies pose health
concerns and cause interference with hearing
aids and other medical devices.

The findings of these kinds of studies could
lead to government regulation, which could have a
material and negative effect on the Bell Canada
segments business. Actual or perceived health risks of wireless communications devices could result in
fewer new network subscribers, lower network usage
per subscriber, higher churn rates, product
liability lawsuits or less outside financing
available to the wireless communications industry.
Any of these would have a negative effect on the
Bell Canada segment and other wireless service
providers.

Bell ExpressVu

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

Bell ExpressVu currently uses two
satellites for its DTH services, Nimiq 1 and
Nimiq 2, which are operated by Telesat. See
item 3.8.6 BCE Ventures  Telesat for a
description of certain risks affecting
satellites and, in particular, Nimiq 2.

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

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

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

3.8.4 BELL GLOBEMEDIA

Dependence on Advertising

Bell Globemedias revenue from
its television and print businesses depends in large part on
advertising revenues. Bell Globemedias advertising revenues are
affected by competitive pressures. In addition, the
amount companies spend on advertising is directly
related to economic growth. An economic downturn
therefore tends to make it more difficult for Bell
Globemedia to maintain or increase revenues.

Increasing Fragmentation in Television Markets

Television advertising revenue depends on the
number of viewers and the attractiveness of
programming in a given market. The viewing
market has become increasingly fragmented over
the past decade because of the introduction of
additional television services, the extended
reach of existing signals and the launch of new
digital broadcasting services in the fall of
2001.

We expect fragmentation to continue as new
web-based and other services increase the
choices available to consumers. As a result,
there is no assurance that Bell Globemedia will
be able to maintain or increase its advertising
revenues or its ability to reach viewers with attractive programming.

Revenues from Distributing Television Services

A
significant portion of revenues generated by CTVs specialty
television operations comes from contractual
arrangements with distributors, primarily cable
and DTH operators. Many of these contracts have
expired. There is no assurance that the
contracts will be renewed on equally favorable
terms.

New Print Competitors

The launch of a competing national newspaper
and several commuter papers in the Toronto area
in the past few years has increased competition
in the print sector. While some of the commuter
papers have recently stopped operating, the
increased competition has resulted in higher
circulation and other costs, more competition
in advertising rates and lower profit margins
at The Globe and Mail.

Broadcast Licenses

Each of
CTVs conventional and specialty services operates under licenses issued by the CRTC for a
fixed term of up to seven years. These licenses
are subject to the requirements of the
Broadcasting Act, the policies and
decisions of the CRTC and the conditions of each
licensing or renewal decision, all of which may
change.

There is
no assurance that any of CTVs licenses will be renewed. Any renewals, changes
or amendments may have a material and negative effect on Bell Globemedia.

3.8.5 BCE EMERGIS

Adoption of eBusiness

The success of BCE Emergis depends on
widespread use of the Internet as well as other
electronic networks as a way to do business.
Because eBusiness and its related online
transactions are relatively new and evolving,
it is difficult to predict the size of this
market and its

Bell Canada Enterprises   25   2002 Annual Information Form



---



##### 



sustainable rate of growth. Businesses and
customers have not adopted eBusiness as
quickly as originally expected.

BCE
Emergis must increase the number of transactions it processes to build recurring revenue. This depends on how quickly its
customers and its distributors customers adopt its services. It
will also depend on BCE Emergis ability to build an effective
sales force as well as stimulate its distributors sales and
influence their marketing plans for its solutions.

Security and Privacy Breaches

If BCE Emergis is unable to protect the
physical and electronic security and privacy
of its applications, databases and
transactions, its business, including customer
relationships, could be materially and
negatively affected.

Operating Results

BCE Emergis has announced plans to focus on
key growth areas, drive recurring revenue
growth, streamline its service offering and
operating costs and add new services.

If these plans are
unsuccessful, BCE Emergis results of operations could be
materially and negatively
affected.

BCE Emergis has had losses in the past. Its revenue
depends largely on the amount of services that its
customers purchase. In addition, a large portion of BCE
Emergis revenue come from a small number of clients. If BCE Emergis loses a contract with a
major client and cannot replace it, it could have a
material and negative effect on its results.

The operating results of BCE Emergis have
fluctuated in the past, mainly because of
variability in non-recurring revenue and the
effect of acquisitions and exited activities.
BCE Emergis expects fluctuations to continue
in the future. It would also be affected by
changes in currency exchange rates between the
Canadian and U.S. dollars.

Success of U.S. Operations

To be successful in the United States involves
significant management and financial
resources. If it is unsuccessful in the United
States, its business and operating results
could be materially and negatively affected.

Control by BCE Inc.

BCE Inc., which owns approximately 65% of the
outstanding common shares of BCE Emergis can,
subject to applicable law, exercise
significant control and influence over the
affairs of BCE Emergis, including virtually
all matters submitted to a shareholder vote.

BCE Inc. has no obligation to remain the
majority shareholder of, or to maintain its
current level of ownership in, BCE Emergis. The
announcement of a decision by BCE Inc. to
change the treatment of its investment in BCE
Emergis, to sell all or a portion of its common
shares of BCE Emergis, or any other decision to
the same effect could materially and negatively
affect BCE Emergis, its prospects and the
market price of its common shares.

Defects in Software and Failures in the Processing
of Transactions

Defects
in BCE Emergis owned or licensed software products and delays in delivery, as well as
failures or mistakes in its processing of electronic
transactions, could materially harm its business,
including its customer relationships and operating
results.

Making Acquisitions

BCE
Emergis growth strategy includes making strategic internally funded acquisitions. There
could be difficulties with integrating the
operations of recently acquired companies with
its existing operations. There is no
assurance that it will find suitable companies
to acquire or that it will have enough resources to
complete any acquisition.

Reliance on Strategic Relationships

BCE Emergis relies on strategic relationships
to increase its client base, including its
relationships with Bell Canada, VISA and
Freddie Mac. If these relationships fail, its
business and operating results could be
materially and negatively affected.

Dependence on Contracting Medical
Service Providers

The
growth of BCE Emergis eHealth business unit depends on its ability to:



| |  | retain contracts with existing providers.          
|- |  | ---------------------------------------------------
| 
| |  | attract new providers                              
| 
| |  | retain or improve the discounts given by providers.
| 

In addition, the results of BCE Emergis could
be adversely affected if:



| |  | it loses a significant number of contracts with providers that have a large
number of customers and is unable to replace them
with contracts with other providers
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | contracts with its providers are
renegotiated with reduced discounts.                                                                                            

Exposure to Professional Liability



BCE Emergis uses medical treatment guidelines in
its utilization review and case management
services. That means it could be subject to
claims relating to:



| |  | adverse medical consequences because services were denied
|- |  | ---------------------------------------------------------
| 
| |  | the cost of services that were denied                    
| 
| |  | errors or omissions of healthcare professionals.         

These claims could have a material and
negative effect on the business and operating
results of BCE Emergis.

Protection of Intellectual Property

BCE Emergis depends on its ability to develop
and maintain the proprietary aspects of its
technology. It may not be able to enforce its
rights or prevent other parties from developing
similar technology, duplicating its
intellectual property or designing around its
intellectual property.

Integrity of Cryptography Technology

BCE
Emergis security solutions depend on key public cryptography technology. Any major advance in
ways to attack cryptographic systems could make
some or all of its Internet security solutions
obsolete or unmarketable. This could reduce
revenues from its security solutions and could
materially hurt its business and operating
results.

3.8.6 BCE VENTURES

Telesat



On
February 20, 2003, Telesats Nimiqu 2 satellite experienced
a malfunction affecting
the available power on the satellite. Telesat
is working with the Nimiq 2 satellite
manufacturer, Lockheed Martin, to understand
the cause of the anomaly and determine the
next steps to be taken.

Bell Canada
Enterprises   26   2002 Annual Information Form



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##### 



In August 2001, Boeing Satellite Systems,
the manufacturer of the Anik F1 satellite,
advised Telesat of a gradual decline in
available power on the satellite. It recently
indicated that power levels on the Anik F1
satellite will continue to degrade at the
rates observed to date. Telesat believes that
this will result in some core services on the
satellite being affected in mid-2005.

Telesat has a satellite under
construction, Anik F1R, which will replace
Anik F1 in a timeframe that will ensure
continuity of service for its customers.
Telesat has insurance in place to cover the
power loss on Anik F1, and in December 2002 it
filed a claim with its insurers. Although
Telesat believes that the claim will be
approved, there is no assurance that it will
be. If the claim is approved, there is no
assurance of how much Telesat will receive in
the settlement or when it will receive it.

Telesat also has another satellite under
construction, Anik F2. There is a risk that
this or other satellites built in the future
may not be launched successfully. Telesat
already has part of the insurance coverage for
Anik F2, but there is no assurance that it
will be able to get launch coverage for the
full value of the satellite at a favorable
rate.

Once
Telesats satellites are in orbit, there is a risk that a
failure could prevent them from completing
their commercial mission. Telesat has put a
number of measures in place to protect itself
against this risk. These include engineering
satellites with on-board redundancies by
including spare equipment on the satellite and
buying in-orbit insurance. There is no assurance
that Telesat will be able to renew its in-orbit
insurance coverage in sufficient amount at
favorable terms.

ITEM 4  SELECTED FINANCIAL INFORMATION

4.1 THREE-YEAR DATA

See Table 4.1.

4.2 DIVIDENDS

BCE Inc.s current policy is to
declare and pay quarterly dividends on its common shares at a rate of $1.20 per
year. Dividends on preferred shares are
declared and paid quarterly, with the exception
of the Series S and Series Y preferred shares,
which are declared and paid monthly. We
currently have no intention of modifying our
dividend policy.

ITEM
5  MANAGEMENTS DISCUSSION AND ANALYSIS

The information which appears under the heading
Management's Discussion and Analysis on pages 28 to 53 of the
BCE Inc. 2002 Annual Report is incorporated
herein by reference.

ITEM 6  MARKET FOR SECURITIES

The information which appears under the heading
Listings on the inside back cover of the BCE
Inc. 2002 Annual Report is incorporated herein
by reference.

ITEM 7  DIRECTORS AND OFFICERS

As of March 26, 2003, directors and
officers of BCE Inc. as a group beneficially
owned, directly or indirectly, or exercised
control or direction over approximately
1,303,591 common shares of BCE Inc. (or 0.1438
% of the common shares), 4,200 common shares of
BCE Emergis (or 0.0041% of the common shares),
5,500 common shares of Aliant (or 0.0040% of
the common shares), 468 common shares of BCI
(or 0.0012% of the common
shares) and 7,500 units of the Bell Nordiq
Income Fund (or 0.023% of the units).

7.1 DIRECTORS

The information with respect to directors which
appears on pages 6 to 10 of the BCE Inc.
2003 Management Proxy Circular, under the
headings Election of directors and Nominees
for election as directors and their beneficial
ownership of voting securities, is
incorporated herein by reference. Mssrs. 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 in 2003.



| |  | Mr. Currie was, from July 1976 to January 2001,
President of Loblaw Companies Limited (grocery chain)
and, from September 1973 to May 2001, a
Director thereof, from July 1996 to May
2002, President of George Weston Limited
(food distribution, retail and production)
and, from May 1975 until May 2002,
a Director thereof, and from October 1987
until April 2002, a Director of Imperial
Oil Limited (petroleum company)
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Mr. Kierans was, from 1989 to 1999, President and Chief Executive Officer of the C.D. Howe Institute
(independent, non profit, economic and
social policy research institution), from
October 1997                                                                                                                                                                                                                             

TABLE 4.1 THREE-YEAR DATA

|                                                                      |                                            |                              |  |        |      |      |  |        |      |  |  |        |      | 
|--------------------------------------------------------------------- | ------------------------------------------ | ---------------------------- |  | ------ | ---- | ---- |  | ------ | ---- |  |  | ------ | ---- | 
|For the
year ended December 31 (in $ millions, except per share data) |                                            | 2002                         |  | 2001   |      | 2000
|                                                                      |                                            |                              |  |        |      |     
|Selected consolidated financial data                                  |                                            |                              |  |        |      |      |  |        |      |  |  |       
|                                                                      | Total operating revenues                   |                              |  | 19,768 |      |      |  | 19,340 |      |  |  | 16,668 |     
|                                                                      | Earnings from continuing operations        |                              |  | 1,898  |      |      |  | 3,571  |      |  |  | 973    |     
|                                                                      |                                            |  per common share  basic   |  | $      | 2.15 |      |  | $      | 4.34 |  |  | $      | 1.33 | 
|                                                                      |                                            |  per common share  diluted |  | $      | 2.13 |      |  | $      | 4.29 |  |  | $      | 1.29 | 
|                                                                      | Net earnings applicable to common shares   |                              |  | 2,416  |      |      |  | 450    |      |  |  | 4,706  |     
|                                                                      |                                            |  per common share  basic   |  | $      | 2.74 |      |  | $      | 0.56 |  |  | $      | 7.32 | 
|                                                                      |                                            |  per common share  diluted |  | $      | 2.71 |      |  | $      | 0.55 |  |  | $      | 6.93 | 
|                                                                      | Total assets                               |                              |  | 39,563 |      |      |  | 54,074 |      |  |  | 51,147 |     
|                                                                      | Long-term debt (including current portion) |                              |  | 15,091 |      |      |  | 16,537 |      |  |  | 14,615 |     
|                                                                      | Dividends paid on preferred shares         |                              |  | 43     |      |      |  | 64     |      |  |  | 79     |     
|                                                                      | Dividends paid on common shares            |                              |  | 999    |      |      |  | 969    |      |  |  | 849    |     
|                                                                      |                                            |  per common share           |  | $      | 1.20 |      |  | $      | 1.20 |  |  | $      | 1.24 | 
|                                                                      |                                            |                              |  |        |      |      |  |        |      |  |  |        |     

Bell Canada Enterprises   27   2002 Annual Information Form



---



##### 





|  |  | to March 2001, Chairman of Moore Corporation
Limited (management and distribution of print
and digital information), from April 1996 to
January 2000, Chairman of Petro-Canada
(petroleum company) and from September 1997
to January 1999, Chairman of First Marathon
Securities Limited (investment bank)                                                                              
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Mr. Levitt was, from 1995 to
2000, President and Chief Executive Officer of Imasco Limited (consumer
products and services company)                                                                                                                                                                                                                                                      
| 
| |  | Mr. ONeill was, from
1998 to 2001, Chief Executive Officer of PricewaterhouseCoopers LLP
(accounting firm) in Canada, from 2000 to
January 2002, Chief Operating Officer of
PricewaterhouseCoopers LLP global
organization, from January 2002 to May
2002, Chief Executive Officer of
PricewaterhouseCoopers Consulting and from
May 2002 to October 2002, Chairman of the
Board thereof
| 
| |  | Mr. Pozen was, from 2000 to 2001, Vice-Chairman of Fidelity Investments (provider of financial
services and investment resources) and,
from 1997 to 2001, President and a
director of Fidelity Management and
Research Company                                                                                                                                                           
| 
| |  | Mr. Sabia was, prior to October 1999, Executive Vice-President and
Chief Financial Officer of Canadian
National Railway Company (transportation
company)                                                                                                                                                                                                                                 
| 
| |  | Mr. Saint-Pierre was, from April 1996 to May 2002, Chairman of
SNC-Lavalin Group Inc. (engineering
firm)                                                                                                                                                                                                                                                                                 
| 
| |  | Mr. Tellier was, from October 1992 to December 2002, President and Chief Executive Officer and a
Director of Canadian National Railway
Company (transportation company)                                                                                                                                                                                                                  
| 
| |  | Mr. Young was, from November 1984 to May 2001, Chairman and Chief Executive Officer of Fishery
Products International Limited (frozen
seafood products company).                                                                                                                                                                                                                         

As required, our Board of Directors has
an Audit Committee. The members of the Audit
Committee are J.E. Newall (Chairman), A.S.
Fell, T.E. Kierans, R.C. Pozen and V.L. Young.
We also have a Management Resources and
Compensation Committee (MRCC). The members
of the MRCC are P.M. Tellier (Chairman), B.M.
Levitt, J.H. McArthur and V.L. Young. In
addition, we have a Corporate Governance
Committee (CGC). The members of the CGC are
G. Saint-Pierre (Chairman), D. Soble Kaufman,
B.M. Levitt, J. Maxwell and J.E. Newall. We
also have a Pension Fund Committee (PFC).
The members of the PFC are R.J. Currie
(Chairman), A.S. Fell, J. Maxwell and R.C.
Pozen.

7.2 OFFICERS

On March 26, 2003, the officers
of BCE Inc. were as shown in Table 7.2.

TABLE 7.2 BCE INC. OFFICERS

|                    |  |                           |  |                                                |  |  |  | 
|------------------- |  | ------------------------- |  | ---------------------------------------------- |  |  |  | 
|Name                |  | Municipality of residence |  | Office of BCE Inc. presently held             
|                    |  |                           |  |                                               
|Michael J. Sabia    |  | Montreal, Québec          |  | President and Chief Executive Officer         
|William D. Anderson |  | Montréal, Québec          |  | President  BCE Ventures                      
|Alain Bilodeau      |  | Montréal, Québec          |  | Senior Vice-President                         
|Michael T. Boychuk  |  | Montréal, Québec          |  | Senior Vice-President and Corporate Treasurer 
|Linda Caty(1)       |  | Montréal, Québec          |  | Corporate Secretary                           
|Francis P. Crispino |  | Montréal, Québec          |  | Chief Strategy Officer                        
|Leo W. Houle        |  | Montréal, Québec          |  | Chief Talent Officer                          
|Lawson A.W. Hunter  |  | Toronto, Ontario          |  | Executive
Vice-President  Competitive Affairs
|Barry W. Pickford   |  | Toronto, Ontario          |  | Senior
Vice-President  Taxation              
|Stephen P. Skinner  |  | Montréal, Québec          |  | Senior Vice-President and Corporate Controller
|Martine Turcotte    |  | Montréal, Québec          |  | Chief Legal Officer                           
|Siim A. Vanaselja   |  | Montréal, Québec          |  | Chief Financial Officer                       
|Stephen G. Wetmore  |  | Burlington, Ontario       |  | Executive Vice-President                      



---

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

All of the officers of BCE Inc. have held
their present positions or other executive
positions with BCE Inc. or one or more of our
companies during the past five years or more,
with the following exceptions:



| |  | Mr. Bilodeau was, prior to
April 2002, Senior Vice-President, Compensation Practice of AON
Consulting (consulting company)                              
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Ms. Linda Caty was, prior to March 2003, Vice-President and Corporate Secretary of
National Bank of Canada (schedule I bank)                            
| 
| |  | Mr. Crispino was, prior to October 2002, Senior Executive Director of Goldman Sachs International
London (investment bank)                              
| 
| |  | Mr. Houle was, prior to June 2001, Senior Vice-President, Corporate Human Resources of Alcan Inc.
(packaging and aluminum company)                      
| 
| |  | Mr. Hunter was, prior to
March 2003, a partner with Stikeman Elliott (law firm)                                                                         
| 
| |  | Mr. Sabia was, prior to October 1999, Executive Vice-President and Chief Financial Officer of Canadian
National Railway Company (transportation company)
| 
| |  | Mr. Skinner was, prior to March 1999, a Senior Audit Manager of
PriceWaterhouseCoopers (accounting firm)                                                
| 
| |  | Mr. Wetmore was, prior to April 1999, President and Chief Excutive Officer of NewTel Enterprises
Limited (telecommunications and holding company).      

ITEM 8  ADDITIONAL INFORMATION

BCE Inc. shall provide to any person or
company, upon request to the Corporate Secretary of
BCE Inc., at 1000, rue de La Gauchetière Ouest,
Bureau 3700, Montréal, Québec H3B 4Y7:



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



| |  |  | one copy of this Annual Information Form together with one copy of
any document, or the pertinent pages of any document,
incorporated by reference therein;                              
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | one copy of the comparative financial statements of BCE Inc. for its most
recently completed financial year together with the
accompanying report of the auditors thereon and one
copy of

Bell Canada Enterprises   28   2002 Annual Information Form



---



##### 





| |  |  | any interim financial statements of BCE
Inc. that have been filed subsequent to
the financial statements for its most
recently completed financial year;
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

     one
copy of the BCE Inc. Notice of 2003 Annual Meeting and Management Proxy Circular; and

     one
copy of any other documents that are incorporated by reference into the preliminary short
form prospectus or the short form prospectus and are not required to
be provided above; or



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

Additional
information including directors and officers' remuneration and indebtedness,
principal holders of BCE Inc.s securities options to purchase securities and interests
of insiders in material transactions, where applicable, is contained in the
BCE Inc. Notice of 2003 Annual Meeting and Management Proxy Circular.
Additional financial information is provided in BCE Inc.s
comparative financial statements for its most
recently completed financial year.

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

BCE Inc. also has toll free numbers for registered
shareholder enquiries (1-800-561-0934) and for investor relations
(1-800-339-6353).

Bell Canada Enterprises   29   2002 Annual Information Form



---



##### 



SIGNATURES

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

| |  |  |  |                                                                                                
| |  |  |  | -----------------------------------------------------------------------------------------------
| |  |  |  | BCE Inc.                                                                                       
|
| |  |  |  | (signed) Michael T. BoychukSenior Vice-President and Corporate Treasurer
 
Date: April 10, 2003





---



##### 



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

I, Michael J. Sabia, President and Chief Executive Officer of BCE Inc., certify
that:



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



| |    |                                                                                                                                                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;



| |    |                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and



| |    |                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



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



| |    |                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |    |                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and



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

| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | April 10,
2003  (signed) Michael J. SabiaMichael J. Sabia
President and Chief Executive Officer
BCE Inc.





---



##### 



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

I, Siim A. Vanaselja, Chief Financial Officer of BCE Inc., certify that:



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



| |    |                                                                                                                                                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;



| |    |                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and



| |    |                                                                                                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



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



| |    |                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |    |                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and



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

| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | April 10,
2003  (signed) Siim A. VanaseljaSiim A. Vanaselja
Chief Financial Officer
BCE Inc.





---



##### 



LIST OF EXHIBITS
TO FORM 40-F

|                                                                           |  |              |  | 
|-------------------------------------------------------------------------- |  | ------------ |  | 
|BCE Inc. 2002 Annual Report                                                |  | Exhibit 99.1
|BCE Inc. 2003 Management Proxy Circular                                    |  | Exhibit 99.2
|Independent Auditors Consent                                              |  | Exhibit 99.3
|Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Differences |  | Exhibit 99.4