Letter to David Elder

Mr. David Elder
Vice President, Regulatory Law
Bell Canada
110 O'Connor Street, 7th Floor
Ottawa, Ontario
K1P 1H1

Dear Mr. Elder:

This refers to BCE Inc.'s application dated August 1, 2007, and to supplemental documentation submitted in support of your request for approval of a change in ownership and control of BCE Inc.

The Department has reviewed and assessed all the documentation submitted in relation to the proposed change of control of BCE Inc. Based on the information provided thus far and subject to the paragraphs below, Industry Canada finds that BCE Inc. would be, under the proposed structure, "Canadian" within the meaning of the Radiocommunication Regulations of the Radiocommunication Act and in relation to the radiocommunication authorizations held by subsidiaries and affiliates of BCE Inc.

Therefore, I am pleased to indicate that your request is approved subject to Industry Canada's receipt and approval of the final and executed copies of the ownership and control documentation previously requested by Industry Canada in this matter. These documents must confirm to our satisfaction:

1. the information and representations submitted to Industry Canada in relation to BCE Inc.'s application,
2. that the draft agreements, including proposed amendments thereto, were executed in the form submitted for review by Industry Canada, and
3. the identity and other information in relation to board members and officials.

We will confirm our approval once we are satisfied of the above.

Please note that the conditions of licence currently applicable to all radio and spectrum authorizations issued by Industry Canada to BCE Inc.'s subsidiaries and affiliates will continue to apply.

I wish to acknowledge Teachers' and other proposed shareholders willingness to make the significant changes we requested to ensure that BCE Inc. is not controlled by non-Canadians. In particular but not exclusively, I note that the following requests have been agreed to:

1. the quorum of the Board of directors, the Executive Committee and the Compensation Committee will be formed by a majority of Canadians who will be independent from the non-Canadians shareholders;
2. the definition of "Independent" will be reinforced and will apply to Teachers' designees, the CEO and the independent directors;
3. the quorum at shareholders' meetings will require that a majority of the voting shares represented at the meeting will be held by Canadian shareholders; and
4. the threshold for veto over major decisions will be raised to $150 M.

Should you have any questions regarding the above, please contact Pierre Legault at 613-952-2391.

Sincerely,

The Honourable Jim Prentice
Minister of Industry

c.c. Michael Koch