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Reference Materials Regarding Control-In-Fact Issues for the CRTC Hearing on the Acquisition of BCE Inc.

25 February 2008

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BCE Inc. Proposed Share Structure

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Summary of Main Agreements

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Board of BCE Holdco

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Committees of the Board of BCE Holdco [1]

[1] Additions or changes to committee composition or creation of new committees may only be made with Requisite Investor Approval (Principal Investors Agreement, s.2.2.7)

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Boards of BCE Inc. and the Regulated Entities

[1] Principal Investors Agreement, s.2.7 requires that not less than 80% of members be Canadian
[2] CRTC Direction requires that not less than 80% of members be Canadian
[3] Proposed Programming Committee by-law provides that all members must be Canadian

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Matters Requiring Requisite Investor Approval

Transactions with a value over $100 million which involve

• Incurring indebtedness
• Voluntary pre-payment of debt
• Acquisition of assets [1]
• Sale of assets [1]
• Entering into a loan
• Entering into a joint venture

Various Fundamental Corporate Changes

Various Matters Relating to the Relationships between the Parties

[1] Exception to requirement for Requisite Investor approval for "ordinary course of business". "Ordinary course of business" is not defined in the Agreements.

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Advisory Services Agreement

Parties	BCE Holdco and its subsidiaries ("Serviced Corporations"), Providence, MDP, Merrill Lynch
Services that may be Provided by Request of the Board	Advice in connection with the negotiation of agreements, contracts, documents and instruments relating to the Financing and future Serviced Corporations' financings; Financial advice in connection with the Serviced Corporations' businesses, including, without limitation, advice with respect to the development and implementation of strategies for improving the financial performance of the Serviced Corporations; and Such other services (which may include financial and business planning and analysis, human resources and executive recruitment services and other services) as such Advisor and the Serviced Corporations may from time to time agree in writing.
Termination Rights	Advisors entitled to terminate the agreement at any time with no prior notice [1] BCE Holdco has no termination rights during initial 10 year term of agreement

[1] Principal Investors indicated (in response letter dated 9 November 2007) that Providence, MDP and Merrill Lynch would be prepared to provide 3 months' written notice to BCE Holdco prior to voluntarily terminating agreement except in connection with events related to change of control or an initial public offering

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Threshold Amount Relative to BCE Inc. Financial Matters

Measure	Dollar Value	Threshold as % of Total
Total Enterprise Value [1]	$38.3 billion	0.26%
Total Transaction Value [2]	$51.7 billion	0.19%
Total Assets [3]	$37.720 billion	0.27%
Total Revenue [4]	$17.713 billion	0.56%
Total EBITDA [5]	$7.328 billion	1.36%

[1] per Investor submissions - excluding "control premium" paid by the Investors
[2] per BCE June 30 press release, including $16.9 billion of debt, preferred equity and minority interests
[3] as at 30 September 2007 per BCE interim financial statements
[4] for year ended 31 December 2006 per BCE audited financial statements
[5] per Investor submissions, excluding pension expense

Date Modified: 2008-03-06