BELL CANADA (Form: F-9, Received: 08/05/2011 13:39:44)

Le secrétaire de la société,

Le président,

____________________________

____________________________

As filed with the Securities and Exchange Commission on August 5, 2011

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-9

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


Bell Canada		BCE Inc.

(Exact Name of Co-Registrants as Specified in their Charter)


Canada		Canada

(Provinces or Other Jurisdictions of Incorporation or Organization)


1040		4813

(Primary Standard Industrial Classification Code Numbers)


98-0181584		26-2663280

(I.R.S. Employee Identification Nos.)


1, carrefour Alexander-Graham-Bell Building A, 8th Floor Verdun, Québec Canada H3E 3B3 (514) 870-8777		1, carrefour Alexander-Graham-Bell Building A, 8th Floor Verdun, Québec Canada H3E 3B3 (514) 870-8777

(Address, including postal code, and telephone number, including area code, of Co-Registrants’ principal executive office)


Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680		Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

Copies to:


Alain F. Dussault Corporate Secretary BCE Inc. and Bell Canada 1, carrefour Alexander-Graham-Bell Building A, 7th Floor Verdun, Québec Canada H3E 3B3 (514) 786-3891		Donald R. Crawshaw Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000

Approximate date of commencement of proposed sale of the securities to the public: From
time to time after this registration statement becomes effective.

Province of Québec, Canada
(Principal Jurisdiction Regulating this Offering)

It is proposed that this filing shall become effective (check appropriate box):


A. ¨	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. þ	at some future date (check appropriate box below):
	1. ¨	Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing).
	2. ¨	Pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
	3. þ	Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4. ¨	After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form F-9 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. þ

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of

Title of Each Class of

Offering Price Per

Aggregate Offering

Registration Fee

Securities to be Registered

Amount to be Registered

Unit (1)

Price (1)

(1)

Debt Securities of Bell Canada

US$2,616,700,000 ⁽³⁾

100

US$2,616,700,000

US$303,798.87

Guarantee of BCE Inc. of Bell Canada Debt Securities

⁽²⁾

None


(1)		Estimated solely for purposes of calculating the registration fee.

(2)		No separate consideration will be received for the guarantee of BCE Inc. of the debt securities of Bell Canada, and so no separate fee is payable with respect to the guarantee.

(3)		This amount represents the U.S. dollar value of CDN$3,000,000,000 based on an exchange rate of US$1.00 = CDN$0.9626, the Bank of Canada closing exchange rate on August 3, 2011, (equal to US$3,116,700,000 less US$500,000,000, representing the unissued Debt Securities of Bell Canada previously registered pursuant to Registration Statement No. 333-11228).

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this registration statement relates to Registration Statement No. 333-11228.

The Co-Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 (the “Securities Act”) or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

I-1

The information in this short form base shelf prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the U.S. Securities and Exchange Commission is effective. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Bell Canada at 1 Carrefour Alexander-Graham-Bell, Building A, 7 ^th Floor, Verdun (Québec) H3E 3B3, 514-786-8424 and are also available electronically at www.sedar.com .

Preliminary Short Form Base Shelf Prospectus


New Issue		August 5, 2011

Bell Canada
$3,000,000,000
Debt Securities
(Unsecured)

Unconditionally guaranteed as to payment of principal,
interest and other payment obligations by BCE Inc.

Debt securities consisting of debentures, notes and/or other unsecured evidences of indebtedness or other instruments (collectively, the “ Debt Securities ” and each, individually, a “ Debt Security ”) of Bell Canada (the “ Corporation ” or “ Bell Canada ”) may be offered hereunder from time to time in one or more series or issues in an aggregate amount of up to $3,000,000,000 (or the equivalent thereof in other currencies based on the applicable exchange rate at the time of the offering) calculated on the basis of the principal amount of the Debt Securities issued by Bell Canada, in the case of interest bearing Debt Securities, or on the basis of the gross proceeds received by Bell Canada, in the case of non-interest bearing Debt Securities, during the 25-month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid. The Debt Securities will either be Debt Securities that will rank pari passu , except as to sinking funds, if any, with all other unsecured and unsubordinated indebtedness of Bell Canada or Debt Securities that will be subordinated in right of payment to the prior payment in full of all Senior Debt (as defined herein) of Bell Canada. Payment of principal, interest and other payment obligations under the Debt Securities will be fully and unconditionally guaranteed by BCE Inc. (“ BCE ” or the “ Guarantor ”). The obligations of the Guarantor under such guarantee will constitute direct unsecured obligations of the Guarantor and will either rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor or be subordinated in right of payment to the prior payment in full of all Senior Guaranteed Obligations (as defined herein) of the Guarantor.

denominations and any other terms in connection with the offering and sale of the Debt Securities) will be set forth in one or more prospectus supplements or pricing supplements (collectively or individually, as the case may be, a “ Prospectus Supplement ”) which will accompany this Prospectus. A Prospectus Supplement may include specific variable terms pertaining to the Debt Securities that are not within the alternatives and parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Debt Securities to which the Prospectus Supplement pertains.

Bell Canada may sell the Debt Securities to or through underwriters or dealers purchasing as principals and may also sell the Debt Securities to one or more purchasers directly or through agents. The Prospectus Supplement relating to a particular series or issue of Debt Securities will identify each underwriter, dealer or agent engaged by Bell Canada, as the case may be, in connection with the offering and sale of that series or issue, and will set forth the terms of the offering of such series or issue, the method of distribution of such series or issue, including, to the extent applicable, the proceeds to Bell Canada and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. See “Plan of Distribution”.

Unless otherwise specified in an applicable Prospectus Supplement, the Debt Securities will not be listed on any securities exchange. There is currently no market through which the Debt Securities may be sold and purchasers may not be able to resell the Debt Securities purchased under this Prospectus. This may affect the pricing of these Debt Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Debt Securities, and the extent of issuer regulation. See the “Risk Factors” section of the applicable Prospectus Supplement.

Bell Canada’s head and registered office is located at 1050, côte du Beaver Hall, Suite 1900, Montréal (Québec) H2Z 1S4 and its principal executive offices are located at 1 Carrefour Alexander-Graham-Bell, Building A, 8 ^th Floor, Verdun (Québec) H3E 3B3.

Unless otherwise specifically stated, all dollar amounts in this short form prospectus are expressed in Canadian dollars.

We are permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our financial statements in accordance with Canadian generally accepted accounting practices, and they may be subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.

Owning the Debt Securities may subject you to tax consequences both in the United States and Canada. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable Prospectus Supplement.

Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in Canada, some of our officers and directors and some of the experts named in this Prospectus are Canadian residents, and a substantial portion of our assets is located in Canada.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulator has approved or disapproved the Debt Securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


Where you Can Find More Information			2
Documents Incorporated by Reference			2
Cautionary Note Regarding Forward-Looking Statements			5
Intercorporate Relationships			6
Business of the Corporation			7
Consolidated Capitalization			7
Use of Proceeds			7
Description of the Debt Securities			8
Earnings Coverage Ratios			13
Plan of Distribution			14
Risk Factors			15
Legal Matters			16
Interest of Experts			16
Purchasers’ Statutory Rights			16
Experts			16
Enforceability of Civil Liabilities Under the U.S. Federal Securities Laws			16
Documents Filed as Part of the Registration Statement			17

WHERE YOU CAN FIND MORE INFORMATION

In addition to its continuous disclosure obligations under the securities laws of the provinces of Canada, BCE is subject to the information requirements of the United States Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. Such reports and other information, when filed by BCE in accordance with such requirements, can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Bell Canada and BCE have filed with the SEC a Registration Statement on Form F-9 (the “ Registration Statement ”) under the United States Securities Act of 1933, as amended, with respect to the Debt Securities and of which this Prospectus is a part. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Reference is made to the Registration Statement and the exhibits thereto for further information with respect to Bell Canada and BCE and the Debt Securities.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada and filed with or furnished to the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at the address set forth on the cover page of this Prospectus, and are also available electronically at www.sedar.com.

The following documents, filed by Bell Canada or BCE, as the case may be, with securities commissions or similar authorities in each of the provinces of Canada, as amended from time to time and filed with or furnished to the SEC, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

	(a)		Bell Canada’s unaudited Selected Summary Financial Information for the periods ended December 31, 2010 and 2009 dated March 15, 2011;

	(b)		BCE’s audited Consolidated Financial Statements for the year ended December 31, 2010, and the Report of Independent Registered Chartered Accountants thereon (the “BCE 2010 Financial Statements” ) and the Report of Independent Registered Chartered Accountants on BCE’s internal control over financial reporting, provided on pages 89 to 130 of the BCE Inc. 2010 Annual Report (the “ BCE 2010 Annual Report ”);

	(c)		BCE’s Management’s Discussion and Analysis for the year ended December 31, 2010 (the “ BCE 2010 MD&A ”) provided on pages 22 to 87 and on page 131 of the BCE 2010 Annual Report;

	(d)		BCE’s Annual Information Form dated March 10, 2011 for the year ended December 31, 2010;

	(e)		BCE’s Management Proxy Circular dated March 10, 2011 in connection with the annual general meeting of the shareholders of BCE held on May 12, 2011;

	(f)		Bell Canada’s unaudited Selected Summary Financial Information for the three-month periods ended March 31, 2011 and 2010 dated May 12, 2011;

	(g)		BCE’s unaudited interim consolidated financial statements for the three-month periods ended March 31, 2011 and 2010 provided on pages 27 to 55 of the BCE 2011 First Quarter Shareholder Report (the “ BCE 2011 First Quarter Shareholder Report ”);

	(h)		BCE’s Management’s Discussion and Analysis for the three-month period ended March 31, 2011 (the “ BCE 2011 First Quarter MD&A ”) provided on pages 2 to 26 of the BCE 2011 First Quarter Shareholder Report;

	(i)		Bell Canada’s unaudited Selected Summary Financial Information for the three-month and six-month periods ended June 30, 2011 and 2010 dated August 4, 2011;

	(j)		BCE’s unaudited interim consolidated financial statements for the three-month and six-month periods ended June 30, 2011 and 2010 provided on pages 28 to 43 of the BCE 2011 Second Quarter Shareholder Report (the “ BCE 2011 Second Quarter Shareholder Report ”);

	(k)		BCE’s Management’s Discussion and Analysis for the three-month and six-month periods ended June 30, 2011 (the “ BCE 2011 Second Quarter MD&A ”) provided on pages 2 to 27 of the BCE 2011 Second Quarter Shareholder Report;

	(l)		BCE’s material change report dated April 1, 2011 with respect to its acquisition of the remaining 85% interest in Bell Media Inc. (formerly CTVglobemedia Inc.) (“ Bell Media ”) that it did not already own;

	(m)		any and all Prospectus Supplements in respect of this Prospectus as of the date of each such Prospectus Supplement; and

	(n)		to the extent permitted by applicable securities law, any other documents which Bell Canada elects to incorporate by reference into this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the auditor’s report thereon, management’s discussion and analysis, exhibits to interim and annual consolidated financial statements containing updated earnings coverage information and information circulars of BCE filed by BCE with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering hereunder shall be deemed to be incorporated by reference into this Prospectus.

Any material change report (excluding any confidential material change report), Prospectus Supplement in respect of this Prospectus and selected summary financial information filed by Bell Canada with the various securities commissions or similar securities regulatory authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering hereunder shall be deemed to be incorporated by reference into this Prospectus.

In addition, any such documents which are filed with or furnished to the SEC by us in our periodic reports on Form 6-K or annual report on Form 40-F after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and the Registration Statement of which this Prospectus forms a part if and to the extent expressly provided in such report.

Pursuant to the exemption provided under Section 13.4 of National Instrument 51-102 - Continuous Disclosure Obligations , Bell Canada does not file with the securities commissions and similar securities regulatory authorities in Canada separate continuous disclosure information regarding Bell Canada except for: (a) the selected summary financial information referred to above, and (b) a material change report for a material change in respect of the affairs of Bell Canada that is not also a material change in the affairs of BCE.

Upon a new annual information form and the related annual audited consolidated financial statements together with the auditors’ report thereon and management’s discussion and analysis related thereto being filed by BCE, and upon new selected summary financial information being filed by Bell Canada, with the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual audited consolidated financial statements and all interim financial statements, annual and quarterly management’s discussions and analyses, material change reports and selected summary financial information filed by BCE or Bell Canada, as the case may be, prior to the commencement of BCE’s financial year in which the new annual information form was filed, no longer shall be deemed to be incorporated by reference in this Prospectus for the purpose of future offers and sales of Debt Securities hereunder.

A Prospectus Supplement containing the specific terms of an offering of Debt Securities, updated disclosure of earnings coverage ratio, if applicable, and other information in relation to the Debt Securities will be delivered to purchasers of such Debt Securities together with this Prospectus and shall be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the offering of the Debt Securities covered by that Prospectus Supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated herein by reference contain forward-looking statements about Bell Canada’s and BCE’s objectives, plans, strategic priorities, financial condition, results of operations, cash flows, business strategies, outlook and other statements that are not historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements may include words such as aim, anticipate, assumption, believe, could, expect, goal, guidance, intend, may, objective, outlook, plan, seek, should, strategy, strive, target and will. All such forward-looking statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995.

Unless otherwise indicated, forward-looking statements contained in this Prospectus describe Bell Canada’s and BCE’s expectations, as applicable, as at the date of this Prospectus and forward-looking statements contained in the documents incorporated herein by reference describe Bell Canada’s and BCE’s expectations, as applicable, as of the date of such documents, unless otherwise indicated in such documents. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from expectations expressed in or implied by such forward-looking statements and that Bell Canada’s and BCE’s objectives, strategies, plans, strategic priorities and other statements that are not historical facts may not be achieved. As a result, we cannot guarantee that any forward-looking statement will materialize and, accordingly, prospective investors are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are provided in this Prospectus and in the documents incorporated by reference for the purpose of giving information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. However, readers are cautioned that it may not be appropriate to use such forward-looking statements for any other purpose.

Forward-looking statements made in this Prospectus and in the documents incorporated herein by reference are based on a number of assumptions that BCE or Bell Canada, as applicable, believed were reasonable on the day they made the forward-looking statements. Refer, in particular, to the BCE 2010 MD&A under the heading “Business Outlook and Assumptions” on pages 33 to 35 of the BCE 2010 Annual Report, as updated in the BCE 2011 First Quarter MD&A under the heading “Assumptions and Risks that Could Affect Our Business and Results” on pages 21 to 24 of the BCE 2011 First Quarter Shareholder Report, as further updated in the BCE 2011 Second Quarter MD&A under the heading “Assumptions and Risks that Could Affect Our Business and Results” on pages 22 to 24 of the BCE 2011 Second Quarter Shareholder Report, for a discussion of certain assumptions that BCE or Bell Canada have made in making forward-looking statements.

Factors that could cause actual results or events to differ materially from those expressed in or implied by the forward-looking statements contained in this Prospectus or the documents incorporated by reference are disclosed in the BCE 2010 MD&A included in the BCE 2010 Annual Report on pages 70 to 76 under the heading “Risks that Could Affect Our Business and Results”, on pages 60 to 63 under the heading “Our Competitive Environment” and on pages 63 to 69 under the heading “Our Regulatory Environment”, as updated in the BCE 2011 First Quarter MD&A under the headings “Updates to Our Regulatory Environment” and “Assumptions and Risks that Could Affect Our Business and Results” on pages 17 to 20, and 21 to 24, respectively, of the BCE 2011 First Quarter Shareholder Report, as further updated in the BCE 2011 Second Quarter MD&A under the headings “Updates to Our Regulatory Environment” and “Assumptions and Risks that Could Affect Our Business and Results” on pages 20 to 22, and 22 to 24, respectively, of the BCE 2011 Second Quarter Shareholder Report.

Readers are cautioned that the risks referred to above are not the only ones that could impact BCE and Bell Canada. Additional risks and uncertainties not currently known to BCE or Bell Canada or that BCE or Bell Canada currently deem to be immaterial may also have a material adverse effect on BCE or Bell Canada’s business, financial condition or results of operations.

Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non-recurring or other unusual items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date of such statements. The financial impact of these transactions and non-recurring and other unusual items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business.

INTERCORPORATE RELATIONSHIPS

Bell Canada was incorporated by special act of the Parliament of Canada in 1880 and continued under the Canada Business Corporations Act (the “ CBCA ”) effective April 21, 1982. Bell Canada is also legally designated “The Bell Telephone Company of Canada” or “La Compagnie de Téléphone Bell du Canada” and its head and registered office is located at 1050, côte du Beaver Hall, Suite 1900, Montréal (Québec) H2Z 1S4 and its principal executive offices at 1 Carrefour Alexander-Graham-Bell, Building A, 8 ^th Floor, Verdun (Québec) H3E 3B3.

BCE was incorporated in 1970 and was continued under the CBCA in 1979. It is governed by a certificate and articles of amalgamation dated August 1, 2004, by a certificate and articles of arrangement dated July 10, 2006, by a certificate and articles of amendment dated January 25, 2007 and by a certificate and articles of amendment dated June 29, 2011. BCE’s head and registered office and principal executive offices are at 1 Carrefour Alexander-Graham-Bell, Building A, 8 ^th Floor, Verdun (Québec) H3E 3B3.

The table below shows BCE’s main subsidiaries, where they are incorporated or registered, and the percentage of voting and non-voting securities that BCE beneficially owns or directly or indirectly exercises control or direction over. BCE has other subsidiaries, but they have not been included in the table because each represents 10% or less of its total consolidated assets and 10% or less of its total consolidated operating revenues. These other subsidiaries together represented 20% or less of its total consolidated assets and 20% or less of its total consolidated operating revenues at June 30, 2011.


SUBSIDIARY	WHERE IT IS INCORPORATED	PERCENTAGE OF VOTING SECURITIES
	OR REGISTERED	THAT
		BCE INC. HELD AT JUNE 30, 2011 ⁽¹⁾

Bell Canada	Canada		100	%
Bell Mobility Inc. (“ Bell Mobility ”)	Canada		100	%
Bell ExpressVu Limited Partnership	Ontario		100	%
Bell Media	Canada		100	%


(1)		BCE does not own any outstanding non-voting securities issued by these subsidiaries.

As at June 30, 2011, BCE also directly and indirectly owned 100,376,270 common shares of Bell Aliant Inc., representing 44.1% of the outstanding common shares of Bell Aliant Inc., with the remaining interest publicly held. Furthermore, Bell Canada owns one voting common share of Bell Aliant Regional Communications Inc., with the remaining shares being held by Bell Aliant Inc.

Pursuant to an Amended and Restated Securityholder’s Agreement dated January 1, 2011, entered into among Bell Aliant Inc., Bell Aliant Regional Communications, Limited Partnership, Bell Aliant Regional Communications Inc., 6583458 Canada Inc., BCE and Bell Canada, BCE has, among others, the following rights with respect to Bell Aliant Inc.:

•

For so long as BCE owns a 30% or greater interest in Bell Aliant Inc., and provided that certain major commercial agreements are in place, BCE has the right to appoint a majority of the directors of Bell Aliant Regional Communications Inc. and to direct Bell Aliant Inc. with respect to the nomination of up to a majority of the directors of Bell Aliant Inc.

•

For so long as BCE owns a 20% or greater interest in Bell Aliant Inc., BCE also has the ability to veto certain actions of Bell Aliant Inc. and its subsidiaries (such as certain material business plans and corporate transactions, material changes in business, leverage in excess of 2.5 times debt to earnings before interest, taxes, depreciation and amortization, the appointment and change of the chief executive officer and entering into material commercial agreements with our competitors).

BUSINESS OF THE CORPORATION

Bell Canada is Canada’s largest communications company, providing consumers and business with solutions to all their communications needs, including Bell Mobility wireless, high-speed Bell Internet, Bell Satellite TV and Bell Fibe TV, Bell Home Phone local and long distance, and Bell Business Markets IP-broadband and information and communications technology (ICT) services. Bell Media is Canada’s premier multimedia company with leading assets in television, radio and digital media, including CTV, Canada’s #1 television network.

Additional information about Bell Canada’s business is included in the documents incorporated by reference into this Prospectus.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of BCE on an actual basis based on its unaudited consolidated financial statements as at June 30, 2011 and on a pro forma basis as adjusted to reflect the issuance on July 5, 2011 of $345 million of Cumulative Redeemable First Preferred Shares, Series AK of the Corporation (the “ Series AK Preferred Shares ”):


	As at
	June 30, 2011
	($ millions)
	(unaudited)
	Actual			As Adjusted
Debt due within one year	$	2,239		$	2,239

Long-term debt	$	12,699		$	12,699

Total debt	$	14,938		$	14,938

Equity — Preferred shares	$	2,770		$	3,115
— Common shares	$	13,568		$	13,568
— Contributed surplus	$	2,531		$	2,531
— Accumulated other comprehensive loss	$	(43	)	$	(43	)
— Deficit	$	(4,988	)	$	(5,100	)
— Non-controlling interest	$	907		$	897

As at June 30, 2011, the consolidated long-term debt of Bell Canada was $15,702 million. Included in this amount is debt of $815 million due to a related party, BCE, at June 30, 2011. There has been no material change in the share and loan capital of Bell Canada since June 30, 2011.

USE OF PROCEEDS

The use of proceeds from the sale of any Debt Securities will be described in a Prospectus Supplement relating to the specific issuance of Debt Securities. Bell Canada may use proceeds from the sale of Debt Securities hereunder for repayment of indebtedness, to fund capital expenditures and for other general corporate purposes.

DESCRIPTION OF THE DEBT SECURITIES

General

The terms and conditions set forth in this “Description of the Debt Securities” section will apply to each Debt Security unless otherwise specified in a Prospectus Supplement.

The Debt Securities are issuable, in one or more series or issues, from time to time at the discretion of Bell Canada, at prices and on terms determined at the time of issue in an aggregate amount not to exceed $3,000,000,000 (or the equivalent thereof in other currencies based on the applicable exchange rate at the time of the offering) calculated on the basis of the principal amount of the Debt Securities issued by Bell Canada, in the case of interest bearing Debt Securities, or on the basis of the gross proceeds received by Bell Canada, in the case of non-interest bearing Debt Securities, during the 25-month period that this Prospectus, including any amendments hereto, remains valid. The Debt Securities will have maturities of not less than one year from the date of issue and can be issued at par, at a discount or at a premium.

The Debt Securities may be offered in an amount and on such terms as may be determined from time to time depending on market conditions and other factors. The specific variable terms of any offering of Debt Securities (including, where applicable and without limitation, the specific designation, the aggregate principal amount being offered, the currency, the issue and delivery date, the maturity date, the issue price (or the manner of determination thereof if offered on a non-fixed price basis), the interest rate (either fixed or floating and, if floating, the manner of calculation thereof), the interest payment date(s), the redemption, repayment, exchange or conversion provisions (if any), the repayment terms, the name and compensation of the agents, underwriters or dealers acting as principals, the method of distribution, the form (either global or definitive), the authorized denominations and any other terms in connection with the offering and sale of the Debt Securities), as well as any modifications of or additions to the general terms of the Debt Securities described herein which may be applicable to a particular offering of Debt Securities, will be set forth in a Prospectus Supplement. Bell Canada also reserves the right to include in a Prospectus Supplement specific variable terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. Reference is made to the applicable Prospectus Supplement for a description of the specific variable terms of any offering of Debt Securities. Bell Canada may also, from time to time, issue debt securities and incur additional indebtedness otherwise than through the issue of Debt Securities offered pursuant to this Prospectus.

The Debt Securities which may be offered hereunder will consist of:

	(i)		unsubordinated Debt Securities that will rank pari passu with all other unsecured and unsubordinated indebtedness of Bell Canada. Such unsubordinated Debt Securities may be issued under an indenture dated as of November 28, 1997 and indentures supplemental thereto executed by Bell Canada in favour of CIBC Mellon Trust Company, as trustee (the “ MTN Indenture ”). Debt Securities issued under the MTN Indenture are hereinafter referred to as the “ MTN Debentures ”; or

	(ii)		subordinated Debt Securities which are subordinated in right of payment to the prior payment in full of all Senior Debt (as defined hereinafter). Such subordinated Debt Securities will be issued under an indenture dated as of April 17, 1996 and indentures supplemental thereto executed by Bell Canada in favour of Montreal Trust Company (the predecessor company of Computershare Trust Company of Canada), as trustee (the “ Subordinated Indenture ”). Debt Securities issued under the Subordinated Indenture are hereinafter referred to as the “ Subordinated Debentures ”.

Unsubordinated Debt Securities may also be issued under a distinct trust indenture or without the benefit of a trust indenture. The terms and conditions applicable to unsubordinated Debt Securities issued under a distinct trust indenture or without the benefit of a trust indenture will be set forth in such trust indenture or in the specific Debt Security, as the case may be, and summarized in the applicable Prospectus Supplement. Such terms and conditions may vary from those which apply to MTN Debentures.

Notwithstanding the foregoing, only MTN Debentures and Subordinated Debentures may be offered or sold in the United States.

The MTN Indenture and the Subordinated Indenture are sometimes referred to herein individually as an “ Indenture ” and collectively as the “ Indentures ”. CIBC Mellon Trust Company and Computershare Trust Company of Canada are each sometimes referred to herein as the “Trustee”.

The following summaries of certain provisions of the Indentures and the MTN Debentures and Subordinated Debentures do not purport to be complete in every detail, and are subject to and qualified in their entirety by the detailed provisions of the Indentures. Reference should be made to the Indentures for a full description of such provisions, including the definition of certain terms used herein, and for other information regarding the MTN Debentures and Subordinated Debentures.

The Indentures

The following paragraphs summarize certain provisions of the MTN Indenture and the Subordinated Indenture which are substantially similar.

Form and Denominations

The MTN Debentures or Subordinated Debentures of any series or issue may be issued in the form of fully-registered definitive securities (the “ Definitive Securities ”) in denominations of $1,000 and integral multiples thereof or in such other forms and denominations as may be provided for by the terms of the MTN Debentures or Subordinated Debentures of any particular series or issue and set forth in the applicable Prospectus Supplement. The Indentures also provide that MTN Debentures or Subordinated Debentures of any series or issue may be issued in the form of one or more fully-registered global securities (the “ Global Securities ”), or in any combination of Definitive Securities and Global Securities.

Open Market Purchases

Bell Canada will have the right at any time and from time to time to purchase MTN Debentures or Subordinated Debentures in the market, by tender or by private contract at any price.

Modification

The rights of the holders of MTN Debentures or Subordinated Debentures under the Indentures may in certain circumstances be modified. For that purpose, among others, the Indentures contain provisions making extraordinary resolutions binding upon all holders of MTN Debentures or Subordinated Debentures issued thereunder. “ Extraordinary resolution ” is defined, in effect, as a resolution passed at a meeting of such holders by the affirmative votes of the holders of at least 66 2/3% of the principal amount of MTN Debentures or Subordinated Debentures, as the case may be, voted on the resolution at a meeting of holders at which a quorum, as specified in the Indentures, is present or as one or more instruments in writing signed by the holders of at least 66 2/3% in principal amount of all outstanding MTN Debentures or Subordinated Debentures, as the case may be. In certain cases, modifications may require separate extraordinary resolutions of the holders of a specific series of MTN Debentures or Subordinated Debentures outstanding under the Indentures.

Certain changes can be made only with the consent of each holder of an outstanding series of MTN Debentures or Subordinated Debentures. In particular, each holder must consent to changes in the right of a holder of MTN Debentures or of Subordinated Debentures to receive payment of the principal of and interest on such MTN Debentures or Subordinated Debentures, on or after the respective due dates expressed in such MTN Debentures or Subordinated Debentures, or to institute suit for the enforcement of any such payment on or after such respective dates.

Payment of Principal and Interest

Bell Canada will pay the principal of and premium, if any, and interest, if any, on the MTN Debentures or Subordinated Debentures at the dates and places, in the currencies and in the manner described in the MTN Debentures or Subordinated Debentures and in the Indentures. Unless otherwise provided in the terms of the MTN Debentures or Subordinated Debentures of any series or issue and set forth in the applicable Prospectus Supplement, payment of interest, if any, on each MTN Debenture or Subordinated Debenture will be made by electronic funds transfer or by cheque mailed to the address of the holder of each MTN Debenture or Subordinated Debenture appearing on the registers maintained by the Trustee.

Payments made in respect of MTN Debentures or Subordinated Debentures represented by Global Securities registered in the name of a depository or its nominee will be made to such depository or its nominee, as the case may be, as the registered holder of such Global Securities.

Payments of principal of and premium, if any, on MTN Debentures or Subordinated Debentures will be made against presentation and surrender thereof for cancellation at such places as are designated in the MTN Debentures or Subordinated Debentures.

Right of Trustee to Enforce Payment

If Bell Canada fails to pay to the Trustee on demand, following a declaration made by the Trustee as described below under “Events of Default”, the principal of and premium, if any, and interest, if any, on MTN Debentures or Subordinated Debentures, as the case may be, then issued and outstanding under the applicable Indenture, the Trustee may, in its discretion, and shall upon the request in writing of the holders of not less than 25% of the principal amount of MTN Debentures or Subordinated Debentures, as the case may be, issued and outstanding under the applicable Indenture, and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee to obtain or enforce payment of the said principal and premium, if any, and interest, if any, on all outstanding MTN Debentures or Subordinated Debentures, as the case may be, under the applicable Indenture, together with other amounts due under such Indenture, by any remedy or proceeding authorized by the Indenture.

Holders of MTN Debentures or Subordinated Debentures issued under the Indentures may not institute any action or proceeding or exercise any other remedy authorized by the Indentures, including an action to enforce the Indentures or the MTN Debentures or Subordinated Debentures, except as provided in the Indentures. Notwithstanding the foregoing, any holder of MTN Debentures or of Subordinated Debentures may institute suit for the enforcement of any payment of principal or interest on or after the respective due dates expressed in such MTN Debentures or Subordinated Debentures.

Guarantee

The Guarantor has irrevocably and unconditionally guaranteed the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise, of all of the payment obligations of Bell Canada under the Indentures existing at the time the Guarantor entered into such guarantee and, unless otherwise provided in a supplemental trust indenture, incurred thereafter (the “ Guarantee ”). Such Guarantee therefore includes all of the payment obligations of Bell Canada under the Debt Securities in accordance with the terms of such Debt Securities and of the Indentures. The Guarantor has agreed that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of: (i) the legality, genuineness, validity, regularity or enforceability of the Guarantee or the liabilities of Bell Canada guaranteed thereby; (ii) any provision of applicable law or regulation prohibiting the payment by Bell Canada of the Debt Securities; or (iii) any other fact or circumstance which might otherwise constitute a defense to a guarantee. The Guarantor has no right of subrogation, reimbursement or indemnity whatsoever against Bell Canada, nor any right of recourse to security for its obligations under the Guarantee, unless and until all Debt Securities have been finally and irrevocably paid in full. The obligations of the Guarantor under the Indentures and the Guarantee shall be continuing obligations. The liability of the Guarantor shall be discharged or satisfied only upon full payment and performance by either Bell Canada or the Guarantor of all the payment obligations of Bell Canada under the Debt Securities.

Governing Law

The Indentures are governed by the laws of the Province of Québec and the laws of Canada applicable therein.

MTN Indenture

The following paragraphs summarize certain additional provisions of the MTN Indenture.

Covenants

The MTN Indenture contains covenants to the following effect:

(1)

Limitation on Liens . Subject to the exception set forth in paragraph (2) below, Bell Canada will not issue, assume or guarantee any Debt secured by, and will not after the date of the MTN Indenture secure any Debt by, a Mortgage upon any property of Bell Canada (whether now owned or hereafter acquired), without in any such case effectively providing concurrently therewith that the MTN Debentures (together with any other Debt of Bell Canada which may then be outstanding and entitled to the benefit of a covenant similar in effect to this covenant) shall be secured equally and rateably with such Debt; provided, however, that the foregoing restrictions shall not apply to Debt secured by:

	(i)		Purchase Money Mortgages;

	(ii)		Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with Bell Canada or at the time of a sale, lease or other disposition to Bell Canada of the properties of a corporation as an entirety or substantially as an entirety;

	(iii)		Mortgages on current assets of Bell Canada securing Current Debt of Bell Canada; or

	(iv)		any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) or (ii) or any Mortgage existing at the date of the MTN Indenture, provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property).

(2)

Additional Permitted Liens . In addition to Mortgages permitted by paragraph (1) above, Bell Canada may issue, assume or guarantee any Debt secured by, or secure after the date of the MTN Indenture any Debt by, a Mortgage upon any property of Bell Canada (whether now owned or hereafter acquired) if, after giving effect thereto, the aggregate principal amount of Debt secured by Mortgages of Bell Canada permitted only by this paragraph (2) does not at such time exceed 5% of the Net Worth of Bell Canada.

The terms “ Current Debt ”, “ Debt ”, “ Mortgage ”, “ Net Worth of Bell Canada ” and “ Purchase Money Mortgage ” are defined in the MTN Indenture.

Events of Default

The MTN Indenture provides that any of the following constitutes an event of default: (i) default in the payment of the principal of or premium, if any, on any MTN Debenture when the same becomes due and payable and continuation of such default for a period of five days; (ii) default in the payment of any installment of interest on any MTN Debenture when the same becomes due and payable and continuation of such default for a period of 90 days; (iii) default in the payment of any purchase or sinking fund installment on any MTN Debenture when the same shall become due and payable and continuation of such default for a period of 30 days; (iv) default in the performance or observance of any covenant, agreement or condition of the MTN Indenture and continuation of such

default for a period of 90 days after written notice has been given by the Trustee to Bell Canada specifying such default and requiring Bell Canada to remedy the same or after written notice by the holders of not less than 25% in principal amount of the MTN Debentures at the time outstanding; (v) certain events of insolvency or bankruptcy and, in certain cases, continuation of such events for a period of 60 days; and (vi) default, as defined in one or more instruments evidencing indebtedness for borrowed money of Bell Canada, shall happen and be continuing in relation to indebtedness in excess of 5% of the aggregate principal amount of all outstanding indebtedness for borrowed money of Bell Canada, and (a) shall consist of a failure to make any payment of principal at maturity or (b) shall have resulted in the acceleration of such indebtedness so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable.

If an event of default has occurred under the MTN Indenture and is continuing, the Trustee may in its discretion and shall upon the request in writing of the holders of at least 25% of the principal amount of the MTN Debentures issued and outstanding under the MTN Indenture, subject to any waiver of default under the MTN Indenture, by notice in writing to Bell Canada declare the principal and interest on all MTN Debentures then outstanding under the MTN Indenture and other money payable thereunder to be due and payable.

Transfer Agent and Registrar

The register for the MTN Debentures will be kept at the principal office of BNY Trust Company of Canada acting as administrative agent for CIBC Mellon Trust Company, in Montréal, and facilities for registration, exchange and transfer of the MTN Debentures will be maintained at its offices in Montréal, Québec, Toronto, Ontario, Vancouver, British Columbia and Calgary, Alberta.

Subordinated Indenture

The following paragraphs summarize certain additional provisions of the Subordinated Indenture.

Subordination

The Subordinated Indenture provides that the indebtedness evidenced by the Subordinated Debentures is subordinate in right of payment to the prior payment in full of all Senior Debt of Bell Canada, whether outstanding on or created, incurred, assumed or guaranteed after the date of the Subordinated Indenture. “ Senior Debt ” is defined, in effect, as the principal of, premium, if any, interest on and all other amounts in respect of: (i) indebtedness, other than indebtedness represented by the Subordinated Debentures, issued, assumed or guaranteed by Bell Canada for borrowed money or for the deferred purchase price of property; (ii) all other liabilities of Bell Canada; and (iii) renewals, extensions or refundings of any indebtedness referred to in the foregoing clauses (i) and (ii), except, in each case, those which by their terms rank in right of payment equally with or subordinate to the Subordinated Debentures.

In the event of the insolvency or winding-up of Bell Canada the holders of all Senior Debt are entitled to receive payment in full before the holders of the Subordinated Debentures are entitled to receive any payment. Notwithstanding the subordination provisions, Bell Canada may, except during any such insolvency or winding-up proceedings, make payments of principal of, premium, if any, and interest on the Subordinated Debentures.

Similarly, in the event of the insolvency or winding-up of Bell Canada, the indebtedness of the Guarantor evidenced by the Guarantee of the Subordinated Debentures (the “ Guaranteed Obligations ”) will be subordinated in right of payment to the prior payment in full of all Senior Guaranteed Obligations (as defined below) of the Guarantor, whether such Senior Guaranteed Obligations were outstanding on the date on which the Guarantor entered into the Guarantee or were thereafter granted, incurred, or assumed by the Guarantor. “ Senior Guaranteed Obligations ” means any and all payment obligations of the Guarantor arising from a guarantee of Bell Canada’s payment obligations (but excluding the Guaranteed Obligations or any other guarantee of Bell Canada’s payment obligations by the Guarantor which by its terms ranks in right of payment equally with or subordinated to the Guaranteed Obligations) whether such guarantee is outstanding on the date hereof or hereafter granted, incurred, or assumed by the Guarantor, and, for greater certainty includes the Guarantor’s payment obligations under: (i) the indenture dated as of July 1, 1976 and indentures supplemental thereto executed by Bell Canada in favour of The

Royal Trust Company (the predecessor company of CIBC Mellon Trust Company), as trustee, and indentures supplemental thereto executed by Bell Canada in favour of CIBC Mellon Trust Company, as trustee, and (ii) the MTN Indenture.

As a result of these subordination provisions, in the event of Bell Canada’s insolvency, holders of Subordinated Debentures may recover less than general creditors of Bell Canada.

Events of Default

The Subordinated Indenture provides that any of the following constitutes an event of default: (i) default in the payment of the principal of or premium, if any, on any Subordinated Debenture when the same becomes due and payable; (ii) default in the payment of any installment of interest on any Subordinated Debenture when the same becomes due and payable and continuation of such default for a period of 90 days; (iii) default in the payment of any purchase or sinking fund installment on any Subordinated Debenture when the same shall become due and payable and continuation of such default for a period of 30 days; (iv) default in the performance or observance of any covenant, agreement or condition of the Subordinated Indenture and continuation of such default for a period of 90 days after written notice has been given by the Trustee to Bell Canada specifying such default and requiring Bell Canada to remedy the same or after written notice by the holders of not less than 25% in principal amount of the Subordinated Debentures at the time outstanding; and (v) certain events of insolvency or bankruptcy and, in certain cases, continuation of such events for a period of 60 days.

If an event of default has occurred under the Subordinated Indenture and is continuing, the Trustee may in its discretion and shall upon the request in writing of the holders of at least 25% of the principal amount of the Subordinated Debentures issued and outstanding under the Subordinated Indenture, subject to any waiver of default under the Subordinated Indenture, by notice in writing to Bell Canada declare the principal and interest on all Subordinated Debentures then outstanding under the Subordinated Indenture and other money payable thereunder to be due and payable.

Transfer Agent and Registrar

The register for the Subordinated Debentures will be kept at the principal office of BNY Trust Company of Canada acting as administrative agent for CIBC Mellon Trust Company, in Montréal, and facilities for registration, exchange and transfer of the Subordinated Debentures will be maintained at its offices in Montréal, Québec, Toronto, Ontario, Vancouver, British Columbia and Calgary, Alberta.

EARNINGS COVERAGE RATIOS

BCE adopted International Financial Reporting Standards (“ IFRS ”) effective for interim and annual periods commencing January 1, 2011. Financial results under IFRS for 2010 and 2011 are unaudited. Prior to the adoption of IFRS, BCE prepared its consolidated financial statements using previous Canadian generally accepted accounting principles (“ Previous Canadian GAAP ”).

The following earnings coverage ratios are calculated for the 12 months ended December 31, 2010 under both Previous Canadian GAAP and IFRS and for the 12 months ended June 30, 2011 under IFRS and give effect to the issuance and redemption of all long-term debt since January 1, 2010, as if these transactions occurred on January 1, 2010 and July 1, 2010, respectively. These earnings coverage ratios do not give effect to the proposed issue of any Debt Securities pursuant to this Prospectus and any Prospectus Supplement, since the aggregate principal amounts and the terms of such securities are not presently known.

Previous Canadian GAAP

The following information was computed under Previous Canadian GAAP. After giving effect to the above transactions, BCE’s interest on debt requirements amounted to $829 million for the 12 months ended December 31, 2010. BCE’s net earnings applicable to common shares before interest expense and income tax for the 12 months then ended was $3,385 million, which is 4.1 times BCE’s interest on debt requirements for this period.

The earnings coverage ratio set out above does not purport to be indicative of an earnings coverage ratio for any future period.

IFRS

The following information was computed under IFRS. After giving effect to the above transactions, BCE’s interest on debt requirements amounted to $846 million for the 12 months ended December 31, 2010 and to $871 million for the 12 months ended June 30, 2011. BCE’s net earnings attributable to common shareholders before interest expense and income tax was $3,770 million for the 12 months ended December 31, 2010, which is 4.5 times BCE’s interest on debt requirements for that period and $3,460 million for the 12 months ended June 30, 2011, which is 4.0 times BCE’s interest on debt requirements for that period.

The earnings coverage ratios set out above do not purport to be indicative of an earnings coverage ratio for any future period.

If Bell Canada offers any Debt Securities having a term to maturity in excess of one year under this Prospectus or a Prospectus Supplement, the Prospectus Supplement will include earnings coverage ratios giving effect to the issuance of such Debt Securities.

PLAN OF DISTRIBUTION

Bell Canada may offer and sell the Debt Securities to or through underwriters or dealers purchasing as principals, and it may also sell the Debt Securities to one or more purchasers directly or through agents. Debt Securities may be sold from time to time in one or more transactions at a fixed price or prices, or at non-fixed prices.

If offered on a non-fixed price basis, the Debt Securities may be offered at prevailing market prices at the time of sale or at prices to be negotiated with purchasers. The prices at which the Debt Securities may be offered may vary as between purchasers and during the period of distribution. Consequently, any dealer’s overall compensation will increase or decrease by the amount by which the aggregate price paid for the Debt Securities by the purchasers exceeds or is less than the gross proceeds paid by the dealers, acting as principals, to Bell Canada.

If, in connection with the offering of Debt Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Debt Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Debt Securities is less than the gross proceeds paid by the underwriters to Bell Canada.

A Prospectus Supplement will identify each underwriter, dealer or agent engaged by Bell Canada, as the case may be, in connection with the offering and sale of a particular series or issue of Debt Securities, and will also set forth the terms of the offering, including the public offering price (or the manner of determination thereof, if offered on a non-fixed price basis), the proceeds to Bell Canada and any compensation payable to the underwriters, dealers or agents.

Under agreements which may be entered into by Bell Canada, underwriters, dealers and agents who participate in the distribution of the Debt Securities may be entitled to indemnification by Bell Canada against certain liabilities, including liabilities arising out of any misrepresentation in this Prospectus and the documents incorporated by reference herein, other than liabilities arising out of any misrepresentation made by underwriters, dealers or agents who participate in the offering of the Debt Securities.

Each series or issue of Debt Securities will be a new issue of securities with no established trading market. In accordance with rules and policy statements of certain Canadian securities regulators, the underwriters, dealers or agents, as the case may be, may not, throughout the period of distribution of a series of Debt Securities, bid for or purchase such series of Debt Securities. The foregoing restriction is subject to exceptions, on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in, or raising prices of, such series of Debt Securities. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada relating to market stabilization and

passive market-making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Subject to the foregoing and applicable laws, in connection with the offering, and subject to the first exception mentioned above, the underwriters, dealers or agents, as the case may be, may engage in over-allotment and stabilizing transactions and purchases to cover short positions created by the underwriters, dealers or agents, as the case may be, in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of a particular series of Debt Securities and short positions created by the underwriters, dealers or agents, as the case may be, involving the sale by the underwriters, dealers or agents, as the case may be, of a greater number of Debt Securities of such series than may be offered by Bell Canada in the offering. These activities may stabilize, maintain or otherwise affect the market price of the Debt Securities, which may be higher than the price that might otherwise prevail in the open market; these activities, if commenced, may be discontinued at any time. These transactions may be effected in the over-the-counter market or otherwise.

Any underwriters, dealers or agents to or through whom Debt Securities are sold by Bell Canada for public offering and sale may make a market in the Debt Securities, but such underwriters, dealers or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that a trading market in the Debt Securities of any series or issue will develop or as to the liquidity of any trading market for the Debt Securities.

RISK FACTORS

An investment in the Debt Securities involves risks. Prospective investors in the Debt Securities should carefully consider the information contained in, or incorporated by reference in, this Prospectus, including, without limitation, the risk factors disclosed in the BCE 2010 MD&A included in the BCE 2010 Annual Report on pages 70 to 76 under the heading “Risks that Could Affect Our Business and Results”, on pages 60 to 63 under the heading “Our Competitive Environment” and on pages 63 to 69 under the heading “Our Regulatory Environment”, as updated in the BCE 2011 First Quarter MD&A under the headings “Updates to Our Regulatory Environment” and “Assumptions and Risks that Could Affect Our Business and Results” on pages 17 to 20, and 21 to 24, respectively, of the BCE 2011 First Quarter Shareholder Report, as further updated in the BCE 2011 Second Quarter MD&A, under the headings “Updates to Our Regulatory Environment” and “Assumptions and Risks that Could Affect Our Business and Results” provided on pages 20 to 22, and 22 to 24, respectively, of the BCE 2011 Second Quarter Shareholder Report, which BCE 2010 MD&A, BCE 2011 First Quarter MD&A and BCE 2011 Second Quarter MD&A are incorporated by reference into this Prospectus.

In addition, Debt Securities denominated or payable in foreign currencies may entail significant risks, and the extent and nature of such risks change continuously. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency market, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. Prospective purchasers should consult their own financial and legal advisors as to the risks entailed in an investment in Debt Securities denominated in currencies other than Canadian dollars. Such Debt Securities are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions.

There is currently no market through which the Debt Securities may be sold and purchasers may not be able to resell the Debt Securities issued hereunder. This may affect the pricing of the Debt Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Also, it cannot be assured that a secondary market for trading in the Debt Securities will develop or that any secondary market which does develop will continue. See the “Risk Factors” section of the applicable Prospectus Supplement.

Although the Debt Securities and the Guarantee may not necessarily be subordinated to any other indebtedness, they are not secured. Furthermore, although Bell Canada’s and BCE’s various debt instruments restrict the incurrence of secured indebtedness, such indebtedness may, subject to certain conditions, be incurred. In addition, Bell Canada’s and BCE’s subsidiaries may incur indebtedness. Although BCE is the Guarantor of the Debt Securities that may be issued from time to time hereunder, it is not subject to the limitation on liens and other covenants under the Indentures. Consequently, BCE may, subject to the limitations and covenants under its own debt instruments, incur substantial additional indebtedness, which could make it more difficult for BCE to fulfill its

Guarantee obligations with respect to the Debt Securities. The Debt Securities will be effectively subordinated to the creditors of Bell Canada’s subsidiaries and the Guarantee will be effectively subordinated to the creditors of BCE’s subsidiaries, in that the right of Bell Canada or BCE, as the case may be, to participate as a shareholder in the distribution of the assets of any subsidiary upon any such distribution would be subject to the prior claims of the creditors of such subsidiary.

Finally, there is no assurance that any credit rating, if any, assigned to Debt Securities issued hereunder will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of such rating may have an adverse effect on the market value of the Debt Securities.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating a particular offering of Debt Securities, certain legal matters relating to the issuance of the Debt Securities will be passed upon by Ms. Martine Turcotte, Vice Chair, Québec, of Bell Canada, Mr. Michel Lalande, Senior Vice-President — General Counsel of Bell Canada, Stikeman Elliott LLP and Sullivan & Cromwell LLP on behalf of the Corporation.

INTEREST OF EXPERTS

Deloitte & Touche LLP, the external auditors of the Corporation, reported on the BCE 2010 Financial Statements and on BCE’s internal control over financial reporting, which reports are incorporated by reference herein. Deloitte & Touche LLP is independent within the meaning of the Code of Ethics of the Ordre des Comptables Agréés du Québec.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed if offered on a non-fixed price basis. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

EXPERTS

The audited consolidated financial statements of BCE for each of the three years in the period ended December 31, 2010 and the effectiveness of BCE’s internal control over financial reporting have been audited by Deloitte & Touche LLP, independent registered chartered accountants, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE U.S. FEDERAL SECURITIES LAWS

BCE and Bell Canada are Canadian companies and are governed by the laws of Canada. A substantial portion of their assets is located outside the United States and some or all of the directors and officers and some or all of the experts named in this Prospectus are residents of Canada. As a result, it may be difficult for investors to effect service within the United States upon BCE or Bell Canada and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of BCE or Bell Canada and such directors, officers or experts under the United States federal securities laws. BCE and Bell Canada have been advised by external counsel that there is doubt as to the enforceability in a Canadian court in

original actions, or in actions to enforce judgments of United States courts, of civil liabilities predicated upon United States federal securities laws.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the SEC as part of the Registration Statement of which this Prospectus is a part: (i) the documents listed in the second paragraph under “Documents Incorporated by Reference”; (ii) the consent of Deloitte & Touche LLP, independent registered chartered accountants; (iii) powers of attorney from directors and officers of BCE and Bell Canada; (iv) the MTN Indenture; and (v) the Subordinated Indenture.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification

The directors of BCE Inc. (“BCE”), adopted on May 27, 2003 and the directors of Bell Canada (together with BCE, the “Co-Registrants”) also adopted on May 27, 2003, a resolution providing as follows:

“Section 8 — INDEMNIFICATION OF DIRECTORS AND OFFICERS —

Subject to the limitations contained in the CBCA but without limit to the right of the Corporation to indemnify any person under the CBCA or otherwise, the Corporation shall indemnify a Director or Officer, a former Director or Officer or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity if (a) such individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that such individual’s conduct was lawful. The Corporation shall advance moneys to the Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to herein providing that the individual shall repay the moneys if the individual does not fulfill the conditions of subsection 124(3) of the CBCA.”

This resolution represents, in general terms, the extent to which officers and directors may be indemnified by a Co-Registrant under the Canada Business Corporations Act (“CBCA”), the governing Act to which each Co-Registrant is subject. Except in the case of an action taken by a Co-Registrant or of a derivative action taken by a shareholder on behalf of such Co-Registrant, as provided below, the Act provides that a director or officer may be indemnified by such Co-Registrant against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment if (i) he acted honestly and in good faith with a view to the best interests of such Co-Registrant; and (ii) in the case of a criminal or administrative action he had reasonable grounds for believing that his conduct was lawful. The right of indemnification is more limited where directors or officers are sued by the applicable Co-Registrant or on its behalf by a shareholder. In those cases, each Co-Registrant may with the approval of a court indemnify directors and officers against all costs, charges and expenses but not the amount of the judgment or settlement of an action, provided he fulfills the conditions of (i) and (ii) above. A director or officer must be indemnified for costs, charges and expenses if he was substantially successful on the merits of his defence and fulfils the conditions of (i) and (ii) above.

The directors and officers of the Co-Registrants are covered by an insurance policy indemnifying against civil liabilities which might be incurred by them in such capacities.

In addition, each director and officer of the Co-Registrants has entered into an indemnification agreement with the Co-Registrants generally providing for indemnification of such person for liabilities incurred in connection with his or her service as a director or officer and obliging the Co-Registrants to maintain liability insurance to support their indemnification obligations under such agreement.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Co-Registrants pursuant to the foregoing provisions, the Co-Registrants have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

EXHIBITS

The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein.

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS


Item 1.		*Undertaking.*

The Co-Registrants undertake 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 registered pursuant to this Form F-9 or to transactions in said securities.


Item 2.		*Consent to Service of Process.*

Concurrently with the filing of this registration statement, the Co-Registrants are filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

Concurrently with the filing of this registration statement, any non-U.S. person acting as trustee with respect to the registered securities shall file with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of the Co-Registrants shall be communicated promptly to the Commission by amendment to the applicable Form F-X referencing the file number of the relevant registration statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Co-Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-9 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montréal, Province of Québec, Canada, on this 5 ^th day of August, 2011.


BELL CANADA
by	/s/ George A. Cope
	Name:	George A. Cope
	Title:	President and Chief Executive Officer



BCE INC.
by	/s/ George A. Cope
	Name:	George A. Cope
	Title:	President and Chief Executive Officer

III-2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints each of Siim A. Vanaselja, Martine Turcotte, Paul Stinis and Alain F. Dussault as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration under the Securities Act of debt securities of Bell Canada and the guarantee of BCE of such debt securities, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name, in his or her capacity as a member of the Board of Directors or officer of the Co-Registrants, on the registration statement relating to such debt securities and such guarantee of debt securities and/or such other form or forms as may be appropriate to be filed with the Commission as any of them deem appropriate in respect of the debt securities of Bell Canada and the guarantee of BCE of such debt securities, on any and all amendments, including post-effective amendments, to the registration statement and on any and all instruments and documents filed as part of or in connection with the registration statement and any and all amendments thereto, including post-effective amendments.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title with Co-Registrant	Date
/s/ George A. Cope George A. Cope	President and Chief Executive Officer, and Director, BCE Inc. and Bell Canada (Principal Executive Officer)	August 5, 2011
/s/ Siim A. Vanaselja Siim A. Vanaselja	Executive Vice-President and Chief Financial Officer, BCE Inc. and Bell Canada (Principal Financial Officer)	August 5, 2011
/s/ Karyn A. Brooks Karyn A. Brooks	Senior Vice-President and Controller, BCE Inc. and Bell Canada (Principal Accounting Officer)	August 5, 2011
/s/ Thomas C. O’Neill Thomas C. O’Neill	Chairman and Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Barry K. Allen Barry K. Allen	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ André Bérard André Bérard	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Ronald A. Brenneman Ronald A. Brenneman	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Sophie Brochu Sophie Brochu	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Robert E. Brown Robert E. Brown	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Anthony S. Fell Anthony S. Fell	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Edward C. Lumley Edward C. Lumley	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Jim Prentice Jim Prentice	Director, BCE Inc. and Bell Canada	August 5, 2011

III-3



/s/ Robert C. Simmonds Robert C. Simmonds	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Carole Taylor Carole Taylor	Director, BCE Inc. and Bell Canada	August 5, 2011
/s/ Paul R. Weiss Paul R. Weiss	Director, BCE Inc. and Bell Canada	August 5, 2011

III-4

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Bell Canada and BCE Inc. in the United States, in the City of Newark, State of Delaware on this 5 ^th day of August, 2011.


Puglisi & Associates (Authorized U.S. Representative)
by	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

III-5

INDEX TO EXHIBITS


Exhibit No.
	4.1	The unaudited selected summary financial information of Bell Canada for the periods ended December 31, 2010 and 2009.
	4.2	The annual audited consolidated financial statements of BCE for the year ended December 31, 2010, including consolidated balance sheets as at December 31, 2009 and December 31, 2008 and the consolidated statements of income, cash flows, equity and comprehensive income for each of the years in the three-year period ended December 31, 2010 and related notes, together with the auditors’ report thereon and the auditors’ report on BCE’s internal control over financial reporting (incorporated by reference to Exhibit 99.2 to BCE’s Form 40-F filed with the Securities and Exchange Commission on March 15, 2011 (the “Form 40-F”)).
	4.3	The management’s discussion and analysis of BCE for the year ended December 31, 2010 (incorporated by reference to Exhibit 99.2 of the Form 40-F).
	4.4	Annual Information Form of BCE for the year ended December 31, 2010 (incorporated by reference to Exhibit 99.1. of the Form 40-F).
	4.5	The management information circular of BCE dated March 10, 2011, in connection with the annual meeting of BCE’s shareholders held on May 12, 2011 (incorporated by reference to Exhibit 1 to BCE’s Form 6-K, furnished to the Commission on March 29, 2011).
	4.6	The interim unaudited selected summary financial information of Bell Canada for the three months ended March 31, 2011 and 2010 (incorporated by reference to Exhibit 99.5 to BCE’s Form 6-K, furnished to the Commission on May 12, 2011).
	4.7	The interim unaudited consolidated financial statements of BCE for the three months ended March 31, 2011, including consolidated statements of financial position as at March 31, 2011, December 31, 2010 and January 1, 2010, consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the three months ended March 31, 2011 and March 31, 2010 and related notes (incorporated by reference to Exhibit 99.1 to BCE’s Form 6-K, furnished to the Commission on May 12, 2011).
	4.8	The management’s discussion and analysis of BCE for the three months ended March 31, 2011 (incorporated by reference to Exhibit 99.1 to BCE’s Form 6-K, furnished to the Commission on May 12, 2011).
	4.9	The interim unaudited selected summary financial information of Bell Canada for the three months ended June 30, 2011 and 2010 (incorporated by reference to Exhibit 99.5 to BCE’s Form 6-K, furnished to the Commission on August 4, 2011).
	4.10	The interim unaudited consolidated financial statements of BCE for the six months ended June 30, 2011, including consolidated statements of financial position as at June 30, 2011, December 31, 2010 and January 1, 2010, consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the six months ended June 30, 2011 and June 30, 2010 and related notes (incorporated by reference to Exhibit 99.1 to BCE’s Form 6-K, furnished to the Commission on August 4, 2011).
	4.11	The management’s discussion and analysis of BCE for the six months ended June 30, 2011 (incorporated by reference to Exhibit 99.1 to BCE’s Form 6-K, furnished to the Commission on August 4, 2011).
	4.12	BCE’s Form 6-K, furnished to the Commission on April 1, 2011.
	5.1	Consent of Deloitte & Touche LLP.

Ex.-1


	6.1			Powers of Attorney (included on the signature pages of this registration statement).
	7.1			Indenture dated as of November 28, 1997 between Bell Canada, as issuer and CIBC Mellon Trust Company, as trustee.
	7.2			First Supplemental Indenture dated as of July 12, 1999 between Bell Canada, as issuer and CIBC Mellon Trust Company, as trustee.
	7.3			Second Supplemental Indenture dated as of February 1, 2007 among Bell Canada, as issuer, BCE as guarantor and CIBC Mellon Trust Company, as trustee.
	7.4			Indenture dated as of April 17, 1996 between Bell Canada, as issuer and Montreal Trust Company (the predecessor company of Computershare Trust Company of Canada), as trustee.
	7.5			First Supplemental Indenture dated as of April 17, 1996 between Bell Canada, as issuer and Montreal Trust Company (the predecessor company of Computershare Trust Company of Canada), as trustee.
	7.6			Second Supplemental Indenture dated as of December 30, 1996 between Bell Canada, as issuer and Montreal Trust Company (the predecessor company of Computershare Trust Company of Canada), as trustee.
	7.7			Third Supplemental Indenture dated as of April 1, 2003 between Bell Canada, as issuer, Montreal Trust Company of Canada and Computershare Trust Company of Canada, as replacement trustee.
	7.8			Fourth Supplemental Indenture dated as of February 1, 2005 between Bell Canada, as issuer and Computershare Trust Company of Canada, as trustee.
	7.9			Fifth Supplemental Indenture dated as of January 1, 2007 between Bell Canada, as issuer and Computershare Trust Company of Canada, as trustee.
	7.10			Sixth Supplemental Indenture dated as of February 1, 2007 between Bell Canada, as issuer, BCE, as guarantor and Computershare Trust Company of Canada, as trustee.

Ex.-2

Exhibit 4.1

NOTICE OF RELIANCE
SECTION 13.4 OF NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS

To:

Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
Securities Commission, New Brunswick
Securities Commission of Newfoundland and Labrador
Nova Scotia Securities Commission
Ontario Securities Commission
Registrar of Securities, Prince Edward Island
Autorité des marchés financiers
Saskatchewan Financial Services Commission — Securities Division
Toronto Stock Exchange

Notice is hereby given that Bell Canada relies on the continuous disclosure documents filed by BCE Inc. pursuant to the exemption from the requirements of National Instrument 51-102 —Continuous Disclosure Obligations (“NI 51-102”) provided in Section 13.4 of NI 51-102.

The continuous disclosure documents of BCE Inc. can be found for viewing in electronic format at www.sedar.com.

Attached to this notice and forming part thereof is the consolidating summary financial information for BCE Inc. as required by Section 13.4 of NI 51-102.


Dated: March 15, 2011	BELL CANADA
	By:	/s/ Karyn A. Brooks
		Name:	Karyn A. Brooks
		Title:	Senior Vice-President and Controller

BELL CANADA
UNAUDITED SELECTED SUMMARY FINANCIAL INFORMATION ⁽¹⁾
For the periods ended December 31, 2010 and 2009
(in millions of Canadian dollars)

BCE Inc. fully and unconditionally guarantees the payment obligations of its 100% owned subsidiary Bell Canada under the public debt issued by Bell Canada. Accordingly, the following summary financial information is provided by Bell Canada in compliance with the requirements of section 13.4 of National Instrument 51-102 (Continuous Disclosure Obligations) providing for an exemption for certain credit support issuers. The tables below contain selected summary financial information for (i) BCE Inc. (as credit supporter), (ii) Bell Canada (as credit support issuer) on a consolidated basis, (iii) BCE Inc.’s subsidiaries, other than Bell Canada, on a combined basis, (iv) consolidating adjustments, and (v) BCE Inc. and all of its subsidiaries on a consolidated basis, in each case for the periods indicated. Such summary financial information for BCE Inc. and Bell Canada and all other subsidiaries is intended to provide investors with meaningful and comparable financial information about BCE Inc. and its subsidiaries. This summary financial information should be read in conjunction with BCE Inc.’s audited consolidated financial statements for the year ended December 31, 2010.

For the periods ended December 31:


	BCE INC.				BELL CANADA CONSOLIDATED				SUBSIDIARIES OF BCE INC.				CONSOLIDATING						BCE
	(“CREDIT SUPPORTER”) ⁽²⁾				(“CREDIT SUPPORT ISSUER”)				OTHER THAN BELL CANADA ⁽³⁾				ADJUSTMENTS ⁽⁴⁾						CONSOLIDATED
	2010		2009		2010		2009		2010		2009		2010			2009			2010		2009
Operating revenues		—		—		18,069		17,735		—		—		—			—			18,069		17,735
Earnings from Continuing Operations		2,277		1,749		1,942		1,418		—		—		(1,942	)		(1,418	)		2,277		1,749
Net Earnings		2,277		1,738		1,942		1,407		—		—		(1,942	)		(1,407	)		2,277		1,738


	BCE INC.				BELL CANADA CONSOLIDATED				SUBSIDIARIES OF BCE INC.				CONSOLIDATING						BCE
	(“CREDIT SUPPORTER”) ⁽²⁾				(“CREDIT SUPPORT ISSUER”)				OTHER THAN BELL CANADA ⁽³⁾				ADJUSTMENTS ⁽⁴⁾						CONSOLIDATED
	Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,			Dec. 31,			Dec. 31,		Dec. 31,
	2010		2009		2010		2009		2010		2009		2010			2009			2010		2009
Current Assets		1,298		1,697		4,040		2,931		53		53		(1,860	)		(1,397	)		3,531		3,284
Long-Term Assets		16,989		16,410		29,986		29,400		21		20		(11,251	)		(11,064	)		35,745		34,766
Total Current Liabilities		1,003		455		6,770		5,724		—		—		(1,857	)		(1,393	)		5,916		4,786
Long-Term Liabilities		77		678		14,775		14,743		—		—		315			(180	)		15,167		15,241


⁽¹⁾		The summary financial information is presented in accordance with Canadian generally accepted accounting principles.

⁽²⁾		This column accounts for investments in all subsidiaries of BCE Inc. under the equity method.

⁽³⁾		This column accounts for investments in all subsidiaries of BCE Inc. (other than Bell Canada) on a consolidated basis.

⁽⁴⁾		This column includes the necessary amounts to eliminate the intercompany balances between BCE Inc., Bell Canada and other subsidiaries and other adjustments to arrive at the information for BCE Inc. on a consolidated basis.

Exhibit 5.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form F-9 of our reports dated March 10, 2011 relating to the consolidated financial statements of BCE Inc. and subsidiaries (“BCE”) and the effectiveness of BCE’s internal control over financial reporting appearing in the annual report of BCE for the year ended December 31, 2010 and to the reference to us under “Interest of Experts” and “Experts” in the prospectus included in such Registration Statement.

/s/ DELOITTE & TOUCHE LLP ¹

Independent Registered Chartered Accountants
Montréal, Canada
August 5, 2011

¹ Chartered accountant auditor permit no 9335

Exhibit 7.1

TRUST INDENTURE

between

BELL CANADA

and

CIBC MELLON TRUST COMPANY -
COMPAGNIE TRUST CIBC MELLON

In respect of
Debentures

Bearing formal date of November 28, 1997.

TABLE OF CONTENTS


Article	Title	Page

ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1

Section 1.01.	Definitions		1
Section 1.02.	Form of Documents to be Delivered		7
Section 1.03.	Securityholders’ Resolutions		7
Section 1.04.	Notices, Etc., to Trustee and Corporation		8
Section 1.05.	Notices to Securityholders; Waiver		9
Section 1.06.	Effect of Headings and Table of Contents		9
Section 1.07.	Successors and Assigns		9
Section 1.08.	Separability Clause		9
Section 1.09.	Benefits of Indenture		9
Section 1.10.	Governing Law		10
Section 1.11.	Legal Holidays		10
Section 1.12.	Language of Notices, Etc.		10
Section 1.13.	Trusts created within the meaning of the Civil Code of Québec		10
Section 1.14.	Conversion Into Canadian Funds		10

TWO SECURITY FORMS			11

Section 2.01.	Forms Generally		11

THREE THE SECURITIES			11

Section 3.01.	Title and Terms		11
Section 3.02.	Issuance, Authentication and Delivery of Securities		12
Section 3.03.	Form of Securities		12
Section 3.04.	Execution, Authentication, Delivery and Dating		13
Section 3.05.	Temporary Securities		13
Section 3.06.	Registration, Registration of Transfer and Exchange		14
Section 3.07.	Mutilated, Destroyed, Lost and Stolen Securities		15
Section 3.08.	Payment of Principal and Interest; Interest Rights Preserved		16
Section 3.09.	Persons Deemed Owners		18
Section 3.10.	Cancellation and Disposal of Securities		18
Section 3.11.	Depository System		18
Section 3.12.	Transfer under Depository System		18
Section 3.13.	Termination of Depository System		19
Section 3.14.	Termination of Depository		20
Section 3.15.	Dealings with the Depository		20
Section 3.16.	Payments of Principal and Interest During Depository System		21

FOUR SATISFACTION AND DISCHARGE			22

Section 4.01.	Satisfaction and Discharge of Indenture		22
Section 4.02.	Application of Trust Funds		23




FIVE REMEDIES		23

Section 5.01.	Events of Default	23
Section 5.02.	Acceleration of Maturity; Rescission and Annulment	25
Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	26
Section 5.04.	Trustee May File Proofs of Claim	27
Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	27
Section 5.06.	Application of Money Collected	28
Section 5.07.	Limitation on Suits	28
Section 5.08.	Restoration of Rights and Remedies	29
Section 5.09.	Rights and Remedies Cumulative	29
Section 5.10.	Delay or Omission Not Waiver	29
Section 5.11.	Control by Securityholders	29
Section 5.12.	Waiver of Past Defaults	30
Section 5.13.	Undertaking for Costs	30

SIX THE TRUSTEE		30

Section 6.01.	Certain Duties and Responsibilities	30
Section 6.02.	Certain Rights of Trustee	31
Section 6.03.	Not Responsible for Recitals or Issuance of Securities	32
Section 6.04.	May Hold Securities	32
Section 6.05.	Money Held in Trust	32
Section 6.06.	Compensation and Reimbursement	33
Section 6.07.	Disqualification; Conflicting Interests	33
Section 6.08.	Corporate Trustee Required; Eligibility	33
Section 6.09.	Resignation and Removal; Appointment of Successor	34
Section 6.10.	Acceptance of Appointment by Successor	35
Section 6.11.	Merger or Consolidation	35
Section 6.12.	Fondé de pouvoir	35

SEVEN CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER		37

Section 7.01.	Corporation May Consolidate, etc., only on Certain Terms	37
Section 7.02.	Successor Corporation Substituted	38

EIGHT SUPPLEMENTAL INDENTURES		38

Section 8.01.	Execution of Supplemental Indentures	38
Section 8.02.	Rights of Trustee Upon Execution of Supplemental Indentures	39
Section 8.03.	Effect of Supplemental Indentures	40
Section 8.04.	Reference in Securities to Supplemental Indentures	40

NINE MEETINGS OF HOLDERS OF SECURITIES		40

Section 9.01.	Purposes for Which Meetings May Be Called	40
Section 9.02.	Powers Exercisable by Extraordinary Resolution	40
Section 9.03.	Call, Notice and Place of Meetings	42
Section 9.04.	Persons Entitled to Vote at Meetings	43
Section 9.05.	Quorum; Action	43



Section 9.06.	Determination of Voting Rights; Conduct and Adjournment of Meetings	43
Section 9.07.	Counting Votes and Recording Action of Meetings	44
Section 9.08.	Distribution of Proxy Material to Participants	45
Section 9.09.	Serial Meetings	45

TEN COVENANTS		47

Section 10.01.	Payment of Principal and Interest	47
Section 10.02.	Maintenance of Places of Registration	47
Section 10.03.	Money for Security Payments to be Held in Trust	47
Section 10.04.	Corporate Existence	48
Section 10.05.	Negative Pledge	48
Section 10.06.	Additional Permitted Liens	49
Section 10.07.	Waiver of Certain Covenants	49
Section 10.08.	Annual Certificate of Compliance	50

ELEVEN REDEMPTION OF SECURITIES		50

Section 11.01.	Applicability of Article	50
Section 11.02.	Partial Redemption; Notice to Trustee	50
Section 11.03.	Selection by Trustee of Securities to be Redeemed	50
Section 11.04.	Notice of Redemption	51
Section 11.05.	Deposit of Redemption Price	51
Section 11.06.	Securities Payable on Redemption Date	51
Section 11.07.	Securities Redeemed in Part	52
Section 11.08.	Purchase	52
Section 11.10.	Cancellation of Securities	53

TWELVE COUNTERPARTS AND LANGUAGE		53

Section 12.01.	Counterparts	53
Section 12.02.	Language	53

TESTIMONIUM		54

SCHEDULE A FORM OF PHYSICAL SECURITIES		55

SCHEDULE B FORM OF GLOBAL CERTIFICATE		61

THIS INDENTURE dated as of and bearing formal date of November 28, 1997 between BELL CANADA, a corporation continued under the Canada Business Corporations Act (herein called the “ Corporation ”) having its registered office in the city of Montréal, Province of Québec, and CIBC MELLON TRUST COMPANY — COMPAGNIE TRUST CIBC MELLON, a company incorporated under the laws of Canada duly authorized to carry on the business of a trust company (herein called the “ Trustee ”).

Recitals of the Corporation

The Corporation has duly authorized the creation of Debentures (herein called the “ Securities ”) for issuance to be made from time to time and, to provide therefor, has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

It is mutually covenanted and agreed, for the benefit of all Holders of the Securities, as follows:

ARTICLE ONE
Definitions and Other Provisions of General
Application

Section 1.01. Definitions

(a)

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“this Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

All references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument. The words “herein”, “hereof”, “hereunder” and “herewith” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

(b)

The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

-2-

“Authorized Newspaper” means a newspaper of general circulation in the relevant area, printed in the English language and, if the relevant area is in the Province of Québec, also in the French language, and customarily published on each business day, whether or not published on Saturdays, Sundays or holidays.

“Banking Day”, when used with respect to any Place of Payment or Place of Registration, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or Place of Registration are authorized or obligated by law to close for the entire day.

“Beneficial Owner” means any Person holding a beneficial interest in the Securities issued in book-entry only form.

“Branch Registrar” has the meaning specified in Section 3.06.

“Branch Security Register” has the meaning specified in Section 3.06.

“Central Security Register” has the meaning specified in Section 3.06.

“Certified Resolution” means a copy of a resolution, certificate or other instrument certified by the Secretary or an Assistant Secretary of the Corporation or by another Officer of the Corporation as having been duly adopted by the Directors or an Officer and to be in full force and effect on the date of such certification.

“Civil Code” means the Civil Code of Québec , as amended, and any code that may be substituted therefor, as from time to time amended; and reference to a particular section of the Civil Code includes reference to a section of similar effect in any such substituted or amended code.

“Corporation” means the Person named as the “Corporation” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Corporation” shall mean such successor corporation.

“Corporation Request” and “Corporation Order” mean, respectively, a written request or order after having been signed in the name of the Corporation by an Officer.

“Counsel” means a barrister or solicitor or firm of barristers and solicitors, who may be counsel for or employed by the Corporation, or other counsel acceptable to the Trustee.

“Current Debt” means all Debt other than Funded Debt.

“Debt” means all indebtedness issued, assumed or guaranteed for borrowed money or for the deferred purchase price of property.

“Defaulted Interest” means any interest on any Security which is payable, but which has not been punctually paid or duly provided for, on any Interest Payment Date.

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“Depository” means with respect to Securities of any series issuable in whole or in part in book-entry only form, the person designated as Depository by Corporation Order pursuant to Section 3.02 hereof until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter the term “Depository” shall mean or include each Person who is then a Depository hereunder and if at any time there is more than one such Person, the term “Depository” as used with respect to the Securities of any series shall mean the Depository with respect to the Securities of such series.

“Depository System” means the record entry and securities transfer system, which is administered by the Depository in accordance with the operating rules and procedures of its depository service for book-entry only securities in force from time to time, or any successor system.

“Directors” means either the board of directors of the Corporation or any duly authorized committee or member of the board of directors of the Corporation.

“Event of Default” has the meaning specified in Section 5.01.

“Extraordinary Resolution” means any Securityholders’ Resolution which has been (a) signed by or for the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities; or (b) adopted by the favorable votes of the Holders of not less than 66 2/3% of the principal amount of the Outstanding Securities presented and voted thereon at a meeting of the Holders of Securities duly called and held pursuant to the provisions of Article Nine.

“Funded Debt” means all Debt maturing by the terms thereof on, or extendible at the option of the Corporation to, a date more than one year after the date of determination thereof.

“Global Certificates” has the meaning specified in Section 3.12.

“Holder” when used with respect to any Security means a Securityholder.

“Interest Payment Date” means the Stated Maturity of an instalment of interest on the Securities.

“Maturity” when used with respect to any Security means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration or call for redemption or otherwise.

“Mortgage” includes a mortgage, hypothec, security interest, pledge, lien or privilege, floating charge or other encumbrance.

“Net Worth of the Corporation” means the amount of shareholders’ equity as shown by the Corporation’s most recent audited balance sheet prepared in accordance with generally accepted accounting principles as applied in Canada.

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“Officer” means, unless otherwise provided for in this Indenture, the chairman of the board, the president, a vice-president, the treasurer, the secretary, any assistant treasurer or an assistant secretary and, whenever duly empowered, any other officer or employee, of the Corporation.

“Officer’s Certificate” means a certificate signed by an Officer.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

	(i)		Securities theretofore cancelled by the Registrar or delivered to the Registrar for cancellation;

	(ii)		Securities for whose payment or redemption money in the necessary amount has been theretofore deposited in trust with the Trustee or any Paying Agent (other than the Corporation) or held in trust by the Corporation (if the Corporation shall act as a Paying Agent) for the Holders of such Securities; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

	(iii)		Securities which pursuant to Section 3.07 have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered, other than any such Securities in respect of which there shall have been presented to the Registrar proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Corporation; and

	(iv)		Securities which have been partially redeemed, in which case such Securities shall be deemed to be outstanding only to the extent of the unredeemed part of the principal amount thereof;

provided, however, that for the purpose of determining a) if the Holders of the requisite principal amount of Outstanding Securities have given or taken, or constitute a quorum for any meeting of Holders of Securities authorizing the giving or taking of, any request, demand, authorization, direction, notice, consent, waiver or other action hereunder or b) if a Holder of Outstanding Securities is entitled to vote at such meeting, Securities owned by the Corporation or any Affiliate of the Corporation shall be deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such determination, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Corporation or any Affiliate of the Corporation.

“Participant” means a participant in the Depository System.

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“Paying Agent” means any Person, which may be the Corporation, the Trustee or the Registrar, designated by the Corporation to pay the principal of or interest on any Securities on behalf of the Corporation.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Physical Securities” means Securities in the form of individual certificates issued pursuant to Section 3.03(a) and Securities issued to Beneficial Owners in fully registered and certificated form in accordance with Section 3.14.

“Place of Payment” has the meaning ascribed thereto in Section 3.08.

“Places of Registration” means and includes, subject to the provisions of Section 10.02, the principal office of the Registrar and of the Branch Registrar(s), if any, in each of the cities of Montréal and Toronto and any other office or agency appointed by the Corporation pursuant to Section 10.02.

“Predecessor Securities” of any particular Security means every previous Security evidencing all or a portion of the same Debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same Debt as the lost, destroyed or stolen Security.

“Purchase Money Mortgage” means Mortgages on property existing at the time of acquisition thereof by the Corporation; or Mortgages on any property of the Corporation acquired, constructed or improved by the Corporation after the date of this Indenture which are created or assumed contemporaneously with, or within 180 days after, such acquisition, or completion of such construction or improvement, to secure or provide for the payment of the purchase price thereof or the cost of construction or improvements thereon incurred after the date of this Indenture (including the cost of any underlying real property to which the Mortgage is permitted to extend by the following proviso) provided, however, that in the case of any such acquisition, construction or improvement, the Mortgage shall not apply to any property theretofore owned by the Corporation, other than, in the case of any such construction or improvement, any real property, theretofore substantially unimproved for the purposes of the Corporation, on which the property so constructed, or the improvement, is located and other than any machinery or equipment installed at any time so as to constitute immovable property or a fixture on the real property on which the property so constructed, or the improvement, is located.

“Redemption Date” when used with respect to any Security to be redeemed means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” when used with respect to any Security to be redeemed means the price at which it is to be redeemed pursuant to the Terms thereof.

“Registrar” has the meaning specified in Section 3.06.

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“Regular Record Date” means in respect of any Interest Payment Date the date specified in Section 3.01 or otherwise specified in the Terms pertaining to a series of Securities.

“Security” or “Securities” means any debenture or debentures of the Corporation, as the case may be, issued in fully registered form, authenticated and delivered pursuant to this Indenture and substantially in the forms set forth in Article Two.

“Securityholder” when used with respect to any Security means the Person in whose name such Security is registered in the Central Security Register.

“Securityholders’ Resolution” when used with respect to any Securityholder has the meaning specified in Section 1.03.

“Security Registers” has the meaning specified in Section 3.06.

“Special Record Date” for the payment of any Defaulted Interest (as defined in Section 3.08) means a date fixed by the Trustee pursuant to Section 3.08.

“Stated Maturity” when used with respect to any Security or any instalment of interest thereon means the date specified in such Security as the fixed date on which the principal of such Security or such instalment of interest is due and payable.

“Subsidiary” means any corporation the majority of the shares of the share capital of which at the time outstanding, having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of directors of such corporation, is owned directly or indirectly by the Corporation or by one or more of its other Subsidiaries or by the Corporation in conjunction with one or more of its other Subsidiaries;

“Terms” means, the specific terms of any series of Securities, including the designation, the aggregate principal amount, the currency, the dates of issue, interest payment and maturity, the interest rate (either fixed or floating, and, if floating, the manner of calculation thereof), any redemption, conversion or exchange provisions, the repayment terms, the form and such other terms as set forth in a Corporation Order delivered in respect thereof to the Trustee not inconsistent with the terms of this Indenture.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

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Section 1.02. Form of Documents to be Delivered

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer of the Corporation may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Corporation stating that the information with respect to such factual matters is in the possession of the Corporation, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.03. Securityholders’ Resolutions

(a)

Unless otherwise specified herein, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities may be embodied in and evidenced by (1) one or more instruments of substantially similar tenor signed by the Holders, in person or by agents duly appointed in writing, of not less than 50% in principal amount of Outstanding Securities or (2) a resolution duly adopted by the Holders of Securities at a meeting thereof duly called and held in accordance with the provisions of Article Nine. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the Corporation. Such instrument or instruments and resolution (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Securityholders’ Resolution” of the Holders of Securities signing such instrument or instruments or so voting on such resolution. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favour of the Trustee and the Corporation if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Securities at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is

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evident from the record of such meeting prepared, signed and verified in the manner provided in Section 9.07.

(b)

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.

(c)

The holding of Securities shall be proved by the Central Security Register.

(d)

Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Corporation in reliance thereon, whether or not notation of such action is made upon such Security.

Section 1.04. Notices, Etc., to Trustee and Corporation

Any request, demand, authorization, direction, notice, consent, waiver, Securityholders’ Resolution or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Securityholder or by the Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its principal office in the City of Montréal in the Province of Québec or at any other address previously furnished by notice in writing to the Corporation by the Trustee and notified to the Securityholders in accordance with Section 1.05,

(2) the Registrar by any Securityholders or by the Corporation shall be sufficient for every purpose hereunder if delivered or transmitted by facsimile transmission at a Place of Registration; or

(3) the Corporation by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder if in writing and either mailed, first-class postage prepaid, or telecopied and confirmed by first-class mail postage prepaid, to the Corporation at the address of its principal office in the city of Montréal in the Province of Québec, to the attention of its Secretary, or at any other address or to the attention of any other Person previously furnished in writing to the Trustee by the Corporation and notified to the Securityholders in accordance with Section 1.05.

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Section 1.05. Notices to Securityholders; Waiver

Except as otherwise expressly provided herein, where this Indenture provides for notice to Securityholders of any event, such notice shall be sufficiently given to any Holder of Securities if in writing and mailed, first-class postage prepaid, to such Holder of Securities, at his address as it appears on the Central Security Register, not later than the latest date and not earlier than the earliest date prescribed for the giving of such notice.

In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by first-class postage prepaid mail, then such notification to Holders of Securities as shall be made with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder.

Where this Indenture provides for notice to any Person in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.06. Effect of Headings and Table of Contents

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.07. Successors and Assigns

All covenants and agreements in this Indenture by the Corporation shall bind its successors and assigns, whether so expressed or not.

Section 1.08. Separability Clause

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.09. Benefits of Indenture

Nothing in this Indenture or in the Securities, express or implied, shall, except as may be required by any applicable law, give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. In the case of Securities registered in “book-entry only” form under the Depository System, any reference in this Indenture to a “Holder” of a Security or to a “Securityholder” shall be construed as a reference to the Depository.

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Section 1.10. Governing Law

This Indenture and each of the Securities shall be construed in accordance with and governed by the laws of the Province of Québec and the laws of Canada applicable therein.

Section 1.11. Legal Holidays

In any case where any Interest Payment Date shall not be a Banking Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest need not be made at such Place of Payment on such day, but may be made on the next succeeding Banking Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, provided that if such payment is duly made on such next succeeding Banking Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date to and including such next succeeding Banking Day. The foregoing provisions shall also apply to any payment of principal in any case where any date of Maturity shall not be a Banking Day at the place where the Security must be surrendered in accordance with Section 3.08.

Section 1.12. Language of Notices, Etc.

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English or French language.

Section 1.13. Trusts created within the meaning of the Civil Code of Québec

Any trusts created or constituted by the terms hereof (particularly those created and constituted by Sections 3.08, 4.01, 4.02, 5.06, 10.03 and 11.05) and the administration of any such trusts shall be governed by and in accordance with the provisions hereof (and, in particular, Article Six hereof) which, to the extent permitted by applicable law, shall supersede any provisions of applicable law (including, without limitation, those relating to the administration of property of others), it being the intention of the parties that this Indenture and the Securities issued pursuant hereto shall constitute the entire agreement of the parties.

Section 1.14. Conversion Into Canadian Funds

For the purpose of any provision of this Indenture entitling Holders or Beneficial Owners of outstanding Securities to vote, sign consents, requests, requisitions or other instruments or to take any other action under this Indenture, the principal sum of any Securities payable in a currency other than the currency of Canada or in a unit of account defined in terms of the currencies of two or more countries shall be converted into the currency of Canada in the manner, on the date and at the rate of exchange which the Trustee in its absolute discretion may determine to be fair and reasonable in the circumstances.

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ARTICLE TWO
Security Forms

Section 2.01. Forms Generally

The Securities and the Registrar’s certificate of authentication shall be in substantially the forms set forth in Schedule A or B, with such appropriate insertions, omissions, substitutions and other variations as the Corporation may authorize and the Trustee may assent to and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their signing of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof. The Securities may also be in any other form permitted under the Canada Business Corporations Act .

ARTICLE THREE
The Securities

Section 3.01. Title and Terms

The aggregate principal amount of Securities which may be issued, authenticated and delivered under this Indenture is unlimited.

Securities may be issued from time to time under this Indenture in one or more series. The Terms of each such series shall be established in a Corporation Order delivered to the Trustee prior to the initial issuance thereof, as specified in Section 3.02.

The Securities shall be known and designated as the “Debentures” of the Corporation, unless otherwise provided in the Corporation Order setting out the Terms of any given series of Securities. The Securities of any given series will have maturities of not less than one year from the date of issue, will either be interest bearing Securities or non-interest bearing Securities issued at a discount or a premium, and will be issued as fully registered Securities in denominations of $1,000 and integral multiples thereof in Canadian currency or the approximate equivalents thereof in other currencies at the time of issue. Interest, if any, on each Security will be payable as provided in the Corporation Order setting out the Terms of such Security, and at Maturity, and will be calculated and paid as set forth in the Terms pertaining to such Security and in Section 3.08 of this Indenture.

Unless otherwise specified in the Corporation Order setting out the Terms of a series of Securities, the Regular Record Date referred to in Section 3.08 for the payment of the interest payable on any Interest Payment Date in respect of Securities shall be a day no earlier than the day on which the Registrar shall cease to register the transfer of Securities as provided in Section 3.06.

The Securities will rank pari passu with all other unsecured and unsubordinated indebtedness for borrowed money of the Corporation.

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Section 3.02. Issuance, Authentication and Delivery of Securities

The Corporation may from time to time request the Registrar to authenticate and deliver Securities of a series by delivering or transmitting by facsimile transmission to:

(a)

the Trustee (and the Registrar, if other than the Trustee) a Corporation Order requesting the authentication and delivery of such Securities and specifying the Terms of such series; and

(b)

the Trustee an Officer’s Certificate that the Corporation is not in default under any of the provisions of this Indenture;

provided that the requirements of this Section 3.02 may also be fulfilled pursuant to such other procedures acceptable to the Trustee as may be specified from time to time by a Corporation Order.

The above-mentioned Corporation Order may determine that Securities having the same Terms as a previously issued series of Securities (except for the aggregate principal amount thereof) be authenticated and delivered as part of such existing series of Securities.

Upon the authentication and delivery by the Registrar of Securities in accordance with the Corporation Order, the Terms specified in each such Corporation Order shall be deemed to be a schedule to and form part of this Indenture.

Section 3.03. Form of Securities

The Securities may, at the sole discretion of the Corporation, be authenticated, in either the English and French language versions or in both languages, in the form of individual certificates as provided in paragraph (a) hereof or in a “book-entry only” form as provided in paragraph (b) hereof

(a)

Should the Securities be in the form of individual certificates, the Securities shall be substantially in the form set out in Schedule A hereto; and

(b)

Should the Securities be in a “book-entry only” form under the Depository System, the Securities shall be substantially in the form set out in Schedule B hereof.

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Section 3.04. Execution, Authentication, Delivery and Dating

The Securities shall be executed on behalf of the Corporation by any two Officers holding one or more of the following offices: chairman of the board, president, executive vice-president, vice-president, treasurer or secretary of the Corporation. Any such signature may be manual or printed or otherwise mechanically reproduced and may, but need not be, under or accompanied by the corporate seal of the Corporation or a reproduction thereof.

Securities bearing the printed or otherwise mechanically reproduced signature of any Person who was at any time the proper Officer of the Corporation shall bind the Corporation, notwithstanding that such Person has ceased to hold such office prior to the authentication and delivery of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities executed by the Corporation to the Registrar, together with a Corporation Order for the authentication and delivery of such Securities, and the Registrar in accordance with such Corporation Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.

The date of issue of each Security shall be as specified in the Terms of the relevant series.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein (or in any other form as may be agreed to by the Trustee and the Corporation) executed by the Registrar by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

The Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their signing of such Securities.

Section 3.05. Temporary Securities

Pending the preparation of permanent Securities, the Corporation may execute, and upon Corporation Order the Registrar shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the permanent Securities in lieu of which they are issued, in fully registered form and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as evidenced by their signing of such Securities.

If temporary Securities are issued, the Corporation will cause permanent Securities to be prepared without unreasonable delay. After the preparation of permanent

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Securities, the temporary Securities shall be exchangeable for permanent Securities upon surrender of the temporary Securities at any Place of Registration, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Corporation shall execute and the Registrar shall authenticate and deliver in exchange therefor a like principal amount of permanent Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as permanent Securities.

Section 3.06. Registration, Registration of Transfer and Exchange

Subject to Section 3.13(i), the Corporation shall cause to be kept at the principal office of the Registrar in the City of Montréal (or at such other Place of Registration in Canada maintained by the Registrar as may be requested by the Corporation with the approval of the Trustee) a central Security register (herein referred to as the “Central Security Register”) and at each other Place of Registration, a branch Security register (herein collectively referred to as the “Branch Security Registers” and the Branch Security Registers together with the Central Security Register are herein sometimes collectively referred to as the “Security Registers”) in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Securities (including Global Certificates) and the registration of transfers of Securities as herein provided. A Branch Security Register shall at least contain particulars of the registration of Securities and the registration of transfers of Securities made at the Place of Registration where such Branch Security Register is being maintained and the Central Security Register shall contain particulars of registrations of Securities and registrations of transfers of Securities made at all Places of Registration.

Subject to Section 10.02, the Trustee is hereby appointed “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided on the Central Security Register and “Branch Registrar” for the purpose of registering Securities and transfers of Securities as herein provided on the Branch Security Register expressly provided for on the date hereof in the City of Toronto.

Any office or agency appointed pursuant to Section 10.02 after the date hereof shall, by its appointment as such, also be deemed to have been appointed a “Branch Registrar” for the purpose of registering Securities and transfers of Securities as herein provided on the Branch Security Register for which it has been appointed. Each Branch Registrar (if other than the Registrar) shall provide the Registrar with the particulars of each registration of Securities and of transfers of Securities made on the Branch Security Register for which it has been appointed Branch Registrar immediately following any such registration.

Each of the Registrar or the Branch Registrar(s) (if other than the Registrar) are sometimes referred to in this Indenture as the “Registrar”.

Upon surrender for transfer of any Security at any Place of Registration, the Corporation shall execute, and the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of a like aggregate principal amount, all as requested by the transferor, provided, however, that no transfer of a Security will be required to be registered during the ten days immediately preceding any Interest Payment Date relating thereto.

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At the option of the Holder, Securities may be exchanged for Securities of any authorized denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Place of Registration and upon payment, if the Corporation shall so require, of the charges hereinafter provided.

Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Registrar shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive as in this Section provided.

Every Security surrendered for transfer shall (if so required by the Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

All Securities authenticated upon any registration of transfer or exchange of Securities shall be the valid obligations of the Corporation, evidencing the same Debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

The Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities and in addition a reasonable service charge for the services rendered and expenses incurred on any such exchange or transfer, except in the case of any transfer or exchange expressly provided in this Indenture to be made at the Corporation’s own expense or without expense or without charge to Securityholders.

Section 3.07. Mutilated, Destroyed, Lost and Stolen Securities

If any mutilated Security is surrendered to the Registrar, the Corporation shall execute and the Registrar shall thereupon authenticate and deliver in exchange therefor a new Security of like principal amount, bearing a number not contemporaneously outstanding.

If there be delivered to the Corporation and to the Registrar

	(i)		evidence to their satisfaction of the destruction, loss or theft of any Security, and

	(ii)		such security or indemnity in amount and form satisfactory to them to save each of them and any agent of each of them harmless,

then, in the absence of notice to the Corporation or the Registrar that such Security has been acquired by a bona fide purchaser, the Corporation shall execute and the Registrar shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security, a new Security of like principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security.

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Upon the authentication of any new Security under this Section, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Registrar) incurred in connection therewith.

Every new Security authenticated pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly authenticated hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.08. Payment of Principal and Interest; Interest Rights Preserved

Interest on any Security which is payable, and is punctually paid or duly provided for, on any date of Stated Maturity thereof, shall be paid (less any applicable withholding tax) to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Payment of interest, if any, on any Security may be made at the option of the Corporation by way of transfer of funds or by cheque mailed to the address of the Person entitled thereto as such address shall appear on the Central Security Register (a “Place of Payment”).

Unless specified in the Terms of any Security, payment of principal on a Security at Maturity will be made against surrender of the Security to the Registrar at any Place of Registration, or against surrender of the Security to such other Person(s) and at such other place(s) as may be notified by the Corporation to the Securityholders in accordance with Section 1.05.

Unless otherwise specified in the Terms of any Security, where interest is payable on any Security, such Security shall bear interest from the later of its date of issuance and the Interest Payment Date next preceding the date of authentication of such Security.

Unless otherwise provided in the Terms of any Security, interest shall be payable on all overdue amounts of interest or principal in respect of any Security at a rate equal to the prevailing rate of interest under the Terms of such Security, and shall be computed in the same manner as interest on the original principal from the due date until actual payment.

Any Defaulted Interest on any Security shall forthwith cease to be payable to the Holder on the relevant Regular Record Date and such Defaulted Interest may be paid by the Corporation, at its election in each case, either as provided in Clause (A) or in Clause (B) below:

(A) The Corporation may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective one or more Predecessor

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Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee or the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Corporation of such Special Record Date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities not less than 10 days nor more than 15 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective one or more Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (B).

(B) The Corporation may make payment of any Defaulted Interest in any other lawful manner and upon such notice to the Securityholders if, after notice given by the Corporation to the Trustee of the proposed payment and the manner and notice thereof, such manner of payment and such notice shall be deemed appropriate by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

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Section 3.09. Persons Deemed Owners

Prior to due presentment of a Security for registration of transfer, the Corporation, the Trustee and the Registrar and any agent thereof may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, and interest on, such Security and for all other purposes whatsoever whether or not such Security be overdue.

Section 3.10. Cancellation and Disposal of Securities

All Securities surrendered for payment, exchange or transfer shall, if surrendered to the Corporation or any agent of the Corporation, be delivered to the Registrar and, if not already cancelled, shall be promptly cancelled by it. The Corporation may at any time deliver to the Registrar for cancellation any Securities previously authenticated and delivered hereunder, which the Corporation may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Registrar. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Registrar shall be retained and disposed of as provided in the second paragraph of Section 11.09.

Section 3.11. Depository System

(1) Subject to Section 3.13, Securities issued in “book-entry only” form under the Depository System shall be represented by one or more fully registered permanent global certificates (the “Global Certificates”). The Global Certificates shall be held by, or on behalf of, the Depository and shall be registered in any name used by the Depository from time to time of as its nominee for the purposes of the Depository System.

(2) Unless otherwise specified in a Corporation Order, each Global Certificate shall bear a legend in substantially the following form:

“This Security is a Global Certificate within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or its nominee. Except as otherwise provided in the Indenture, this Global Certificate may be transferred in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository”.

Section 3.12. Transfer under Depository System

(1) Subject to Section 3.13, transfers and registrations of Global Certificates will only be made to another nominee of the Depository or to a successor Depository or a nominee of such successor Depository.

(2) The Corporation and the Trustee understand that transfers of beneficial ownership in any Security represented by a Global Certificate will be effected only

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(i) with respect to the interest of Participants, through records maintained by the Depository or its nominee for the Global Certificates, and (ii) with respect to interest of Persons other than Participants, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Securities represented by Global Certificates may do so only through a Participant.

(3) The rights of Beneficial Owners shall be limited to those established by applicable law and agreement between the Depository and the Participants and between such Participants and Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of the Depository.

(4) Subject to Section 3.13, neither the Corporation nor the Registrar shall be under any obligation to deliver to Participants or Beneficial Owners, nor shall the Participants or the Beneficial Owners have any right to require the delivery of, a certificate or other instrument evidencing an interest in the Securities.

Section 3.13. Termination of Depository System

Upon the occurrence of any of the following events:

	(i)		if required by applicable law;

	(ii)		if the Depository System ceases to exist;

	(iii)		if the Corporation or the Depository advises the Trustee that the Depository is no longer wiling, able or qualified to discharge properly its responsibilities as Holder of the Global Certificates and the Corporation is unable to locate a qualified successor Depository;

	(iv)		if the Corporation at its option elects to terminate its present arrangements with the Depository for any reason (including, without limitation, in circumstances where the Corporation considers it impracticable or inefficient to effect any distribution, conversion or exchange in respect of Securities through the facilities of the Depository); or

	(v)		if after the occurrence of an Event of Default provided in Section 5.01, the Depository advises the Trustee that it received written notification from Participants, acting on behalf of Beneficial Owners representing, in the aggregate, more than 50% of the aggregate principal amount of Outstanding Securities, that the continuance of the Depository System is no longer in their best interest;

Physical Securities shall be issued and the Trustee must notify the Depository, for and on behalf of Participants and Beneficial Owners, of the availability through the Depository of Physical Securities. The Depository will then surrender the Global Certificates along with written instructions to the Trustee as to the Participants in whose names the Physical Securities are to be registered and the authorized denominations of the Physical Securities to be registered in the Central Security Register in the name of each such Participant.

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Section 3.14. Termination of Depository

Notwithstanding any provision of this Indenture, the Corporation and the Trustee may elect to terminate the arrangements with the Depository with respect to Securities of any series for any reason and appoint a successor Depository. Upon such termination and appointment, the Depository shall surrender the Global Certificates to the Registrar and provide same with written information on the interests of Participants in the Securities represented by such Global Certificates. Upon receiving such information, the Registrar shall authenticate and deliver replacement Global Certificates in accordance therewith.

Section 3.15. Dealings with the Depository

(1) The Corporation and the Trustee acknowledge that, subject to and in accordance with the rules and procedures of the Depository as at the date hereof, each Participant must look solely to the Depository through its paying agent service, for so long as the Depository is the registered Holder of Global Certificates, for its share of each payment made by or on behalf of the Corporation to the registered Holder of the Global Certificates, and each Beneficial Owner must look solely to Participants for its share of such payments. Provided that the Corporation has made such payments in respect of the Global Certificates, no person, including any Participant, shall have any claim against the Corporation in respect of payments due on such Global Certificates and the obligations of the Corporation shall be discharged by payment to the Trustee or the Paying Agent in respect of each amount so paid.

(2) The Depository shall be responsible for the creation and maintenance of the book entries and the accounts of its Participants with an interest in the Securities represented by Global Certificates. The Corporation and the Trustee understand that, if so requested by the Trustee or the Corporation, the Depository will deliver to the requesting party a certified list of Participants (the “Participants List”) as at the date requested by such party showing the name and address of each Participant together with the aggregate principal amount of such Participants’ interest in such Securities and that, for so long as interests in Securities are represented by one or more Global Certificates, the Depository shall, upon the reasonable request of the Trustee or the Corporation from time to time, deliver to such requesting party a copy of the then current Participants List and such additional information as the Trustee or the Corporation may reasonably request. The Corporation and the Trustee shall be entitled to rely upon all such information provided by the Depository to the Corporation and the Trustee.

(3) The Corporation understands that the Depository acts as the agent and depository for the Participants and neither the Corporation nor the Trustee assume any liability for: (a) any aspect of the records relating to the beneficial ownership of or beneficial interest in the Securities held by the Depository or the payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Securities held by the Depository; or (c) any advice or representation made by or with respect to the Depository and those contained herein and relating to the rules governing the Depository or any action to be taken by the Depository or at the direction of its Participants.

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Section 3.16. Payments of Principal and Interest During Depository System

(1) As payments in respect of principal and premium, if any, and interest, if any, on the Securities represented by the Global Certificate(s) become due, the Corporation shall (except in cases of payments at Maturity which may, at the option of the Corporation, be made only upon presentation and surrender of the Global Certificate(s)), on the applicable Interest Payment Date or at Maturity, as the case may be, at the option of the Corporation:

	(a)		deliver or cause to be delivered to the principal office of the Trustee or the Paying Agent in the City of Montréal, a cheque for the amount of such payment (less any tax required to be deducted, if any) payable on such Interest Payment Date or Maturity, to the order of the Trustee or the Paying Agent and negotiable at par; or

	(b)		provide to the Trustee or the Paying Agent such payment by electronic funds transfer (less any tax required to be deducted, if any), on or before 10:00 a.m. on the applicable Interest Payment Date or Maturity; or

	(c)		deliver or cause to be delivered to the principal office of the Depository in the City of Montréal, a cheque for the amount of such payment (less any tax required to be deducted, if any) payable on such Interest Payment Date or Maturity, to the order of the Depository and negotiable at par; or

	(d)		provide to the Depository such payment by electronic funds transfer (less any tax required to be deducted, if any), on or before 11:00 a.m. on the applicable Interest Payment Date or Maturity;

provided that the Corporation and the Trustee or Depository, as the case may be, may agree to an alternate method of payment by the Corporation to the Trustee or the Paying Agent or to the Depository, as the case may be.

(2) For so long as the Depository is the registered holder of the Global Certificate(s), the Trustee or the Paying Agent shall, upon receipt of any payment from the Corporation on the applicable Interest Payment Date or Maturity pursuant to paragraph (1) of this Section:

	(a)		forthwith deliver to the Depository, as the registered holder of Global Certificate(s), a cheque payable on such Interest Payment Date or Maturity; or

	(b)		provide payment to the Depository, as the registered holder of Global Certificate(s), by electronic funds transfer on or before 11:00 a.m. on such Interest Payment Date or Maturity;

for all amounts due in respect of such principal and interest on the Securities represented by the Global Certificate(s) for credit by the Depository to Participants’ accounts, provided that the Trustee or the Paying Agent and the Depository may agree to an alternate method of payment by the Trustee or the Paying Agent to the Depository (including, without limitation, payment through the facilities of the Depository).

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ARTICLE FOUR
Satisfaction and Discharge

Section 4.01. Satisfaction and Discharge of Indenture

Subject as hereinafter in this Section provided, this Indenture shall cease to be of further effect and the Trustee, on demand of and at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07 and (ii) Securities money for whose payment has theretofore been deposited in trust or held in trust by the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 10.03) have been delivered to the Registrar cancelled or for cancellation; or

(B) the Corporation has deposited, or caused to be deposited, or made due provision as hereinafter provided for the payment of, an amount (in cash or, in the case of due provision, by way of securities or instruments as hereinafter in this Section provided) sufficient to pay the entire indebtedness on the Securities (other than Securities referred to in sub-clauses (i) and (ii) of Clause (A)) not theretofore delivered to the Registrar cancelled or for cancellation, whether or not the same has become due and payable, for principal and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity, as the case may be, any such amount to be deposited with the Trustee or the Paying Agent as trust funds in trust for the purpose of such payment and discharge;

(2) the Corporation has paid or caused to be paid, or made due provision as hereinafter provided for the payment of, all other sums payable hereunder by the Corporation; and

(3) the Corporation has delivered to the Trustee an Officers’ Certificate and an opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Trustee under Section 6.06 shall survive.

For the purposes of clause (B) in paragraph 1 and notwithstanding the satisfaction and discharge of this Indenture, the rights of registration, registration of transfer or exchange of Securities herein expressly provided for shall survive the satisfaction and discharge of this Indenture until the earlier of a) all Securities theretofore authenticated and delivered (other than as referred to in sub-clauses (i) and (ii) of clause (A) in paragraph 1) have been delivered to the Registrar cancelled or for cancellation and b) all such Securities not theretofore

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delivered to the Registrar cancelled or for cancellation have become due and payable and for whose payment moneys in the necessary amount have been theretofore deposited with the Trustee or the Paying Agent as provided in clause (B) of paragraph 1.

For the purposes of this Section 4.01, the Corporation shall be deemed to have made such due provision for payment if it shall have deposited or caused to be deposited with the Trustee or the Paying Agent securities issued or guaranteed by the Government of Canada or by any Province of Canada or any other securities or instruments acceptable to the Trustee or the Paying Agent, the proceeds from which will provide moneys which will be sufficient to pay the indebtedness referred to in clause (B) of paragraph 1, and all other moneys, if any, payable hereunder by the Corporation.

Section 4.02. Application of Trust Funds

All securities, instruments or moneys deposited with the Trustee or the Paying Agent pursuant to Section 4.01 shall, subject to the provisions of the last paragraph of Section 10.03, be held in trust and applied by it, in accordance with the provisions of the Securities, to the payment to the Holders of the Securities for whose payment or redemption such securities, instruments or moneys have been deposited with the Trustee or the Paying Agent, of all sums due and to become due thereon for principal and interest, if any; but such securities, instruments or moneys need not be segregated from other funds except to the extent required by law or by the Corporation.

ARTICLE FIVE
Remedies

Section 5.01. Events of Default

“Event of Default”, wherever used herein means any one of the following events:

(1) default in the payment of the principal of or premium (if any) on any Security at its Maturity or otherwise and any such default shall have continued for a period of five days;

(2) default in the payment of any instalment of interest upon any Security at its Maturity and any such default shall have continued for a period of 90 days;

(3) default in the payment of any purchase or sinking fund, amortization fund or analogous fund instalment on any Security as and when the same shall become due and payable, and such default shall have continued for a period of 30 days;

(4) default shall be made by the Corporation in the performance or observance of any other of the covenants, agreements or conditions on its part in this Indenture or any indenture supplemental hereto or in the Securities contained and such default shall have continued for a period of 90 days after written notice to the Corporation by the Trustee specifying such default and requiring it to be remedied and stating that such a notice is a “Notice of Default” hereunder or after written notice to the Corporation and to the Trustee by the Holders of not less than 25% in principal amount

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of the Outstanding Securities (excluding Securities of any series not entitled to the benefits of such covenant, agreement or condition);

(5) the Corporation shall make an assignment for the general benefit of creditors or shall be adjudicated insolvent or bankrupt, or shall petition or shall apply to any court having jurisdiction for the appointment of a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation; or the Corporation shall commence any proceeding relating to the Corporation or any substantial portion of the property of the Corporation under any insolvency reorganization, arrangement, or readjustment of Debt, dissolution, winding-up, adjustment, composition or liquidation law or statute of any jurisdiction, whether now or hereafter in effect (hereinafter in this Subsection (5) called “Proceeding”); or if there shall be commenced against the Corporation any Proceeding and an order approving such Proceeding shall be rendered, or such Proceeding shall remain undischarged for a period of 60 days; or a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation shall be appointed; or the Corporation by any act shall indicate consent to or approval of or acquiescence in any Proceeding or the appointment of a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation, provided that a resolution or order for winding-up the Corporation with a view to its consolidation, amalgamation or merger with another corporation or the transfer of its assets as a whole, or substantially as a whole, to such other corporation as provided in Section 7.01 shall not make the rights and remedies herein enforceable under this Subsection (5) if such last-mentioned corporation shall, as a part of such consolidation, amalgamation, merger or transfer, and within 60 days from the passing of the resolution or the date of the order, comply with the conditions to that end stated in Section 7.01; or

(6) an event or events of default, as defined in any one or more indentures or instruments evidencing, or under which the Corporation has at the time outstanding, in the aggregate indebtedness for borrowed money in excess of 5% of the aggregate principal amount of all outstanding indebtedness for borrowed money of the Corporation, shall happen and be continuing and (i) shall consist of a failure to make any payment of principal at maturity or (ii) shall have resulted in the acceleration of such indebtedness so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable; provided, however, that if such event or events of default under such indentures or instruments shall be remedied or cured by the Corporation or waived by the holders of such indebtedness, then the event of default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Securityholders and any acceleration of maturity hereunder consequent thereon shall be deemed rescinded and annulled unless any judgment or decree for the payment of moneys due hereunder shall have theretofore been obtained or entered; and provided, further, that, subject to the provisions of Section 5.03 and Section 6.02, the Trustee shall not be charged with knowledge of any such event of default unless written notice thereof shall have been given to the Trustee by the Corporation, by the holder or an agent of the holder of any such indebtedness, by

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the Trustee then acting under any indenture or other instrument under which such event of default shall have occurred, or by the Holders of not less than 25% in the aggregate principal amount of the Securities at the time outstanding.

Section 5.02. Acceleration of Maturity; Rescission and Annulment

If an Event of Default occurs and is continuing, then and in every such case the Trustee may, in its discretion and shall, if so requested by the Holders of not less than 25% in principal amount of the Outstanding Securities, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Corporation, and upon any such declaration such principal shall become immediately due and payable.

At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the moneys due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of more than 50% in principal amount of the Outstanding Securities may, by instrument in writing delivered to the Corporation and the Trustee, rescind and annul such declaration and its consequences (provided that if the Event of Default in respect of which acceleration has been declared pursuant to this Section 5.02 relates to a covenant applicable to one or more particular series of Securities, the declaration of acceleration may be rescinded and annulled by the Holders of more than 50% in principal amount of the Outstanding Securities of such series), if:

(1) the Corporation has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue instalments of interest, if any, on all Securities,

(B) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne, if any, by the Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest, if any, at the rate borne by the Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

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Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee

(1) Subject to the provisions of Section 5.02 and to the provisions of any Extraordinary Resolution that may be passed by the Securityholders, in case the Corporation shall fail to pay to the Trustee on demand following a declaration made by the Trustee pursuant to Section 5.02, the principal of and premium, if any, as aforesaid and interest, if any, on all the Securities then Outstanding, together with any other amounts due under this Indenture, the Trustee may in its discretion and shall, upon the request in writing of the Holders of not less than 25% in principal amount of the Outstanding Securities and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed to enforce the rights of the Trustee and the Holders of Securities by any action, suit, remedy or proceeding authorized or permitted by law or by equity (either by legal proceeding or otherwise).

(2) Upon the exercising or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to Section 5.02, the principal of, premium on, if any, and interest on, if any, all Securities then Outstanding and the other moneys payable under Section 5.02 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made.

(3) Except as provided by applicable law, no delay or omission of the Trustee or of the Holders of Securities to exercise any remedy referred to in paragraph (1) of this Section shall impair any such remedy or shall be construed to be a waiver of any default under this Indenture or acquiescence therein.

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Section 5.04. Trustee May File Proofs of Claim

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or the property of the Corporation, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

	(i)		to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of the Securities allowed in such judicial proceeding, and

	(ii)		to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and if the Trustee shall so consent, to the making of such payments directly to the Holders of the Securities and to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.06.

Subject to Article Seven, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any such Holder in any such proceeding.

Section 5.05. Trustee May Enforce Claims Without Possession of Securities

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name on behalf of the Holders of Securities, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the rateable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

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Section 5.06. Application of Money Collected

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.06; and

SECOND: To the payment of the amount then due and unpaid upon the Securities for principal and interest, if any, in respect of which or for the benefit of which such money has been collected, rateably, without preference or priority of any kind, according to the amounts due and payable on such Securities, for principal and interest, if any, respectively.

Section 5.07. Limitation on Suits

No Holder of any Security shall have any right to institute against the Corporation any proceeding, judicial or otherwise, with respect to this Indenture or any Security, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) an Event of Default shall have occurred and be continuing and such Holder shall have previously given written notice to the Trustee of such continuing Event of Default;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by an Extraordinary Resolution;

it being understood and intended that no one or more Holders of Securities shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other Holder of Securities, or to obtain or to seek to obtain priority or preference over any other such Holder or to enforce any right under this Indenture or any Security, except in the manner herein provided and for the equal and rateable benefit of all the Holders of the Securities.

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Section 5.08. Restoration of Rights and Remedies

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture or under any Security and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder then and in every such case the Corporation, the Trustee and the Holders of such Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and such Holders shall continue as though no such proceeding had been instituted.

Section 5.09. Rights and Remedies Cumulative

Except as provided in the last paragraph of Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10. Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities, as the case may be.

Section 5.11. Control by Securityholders

The Securityholders shall have the right, by way of Securityholders’ Resolution, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that

(1) such direction shall not be in conflict with any rule of law or this Indenture,

(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction, and

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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Section 5.12. Waiver of Past Defaults

The Securityholders, by way of Extraordinary Resolution, may on behalf of the Holders of all the Securities waive any past default hereunder or under the Securities and its consequences (provided that if such default relates to a covenant applicable to one or more particular series of Securities, the Holders of such Securities may waive such default by an Extraordinary Resolution made by the Securityholders of such series).

Upon any such waiver, such default shall cease to exist, and any Event of Default arising from such default shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.13. Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or any Security, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defences made by such party litigant.

ARTICLE SIX
The Trustee

Section 6.01. Certain Duties and Responsibilities

(a)		The Trustee shall in the exercise of such of the rights and powers vested in it by, and in the performance of its duties under, this Indenture, act honestly and in good faith with a view to the best interests of the Holders of the Securities and shall exercise the care, diligence and skill of a reasonably prudent trustee.

(b)		The Trustee shall not be liable for any act, or omission or failure in the exercise of such rights or powers or in the performance of such duties if in doing so it has relied in good faith upon statements contained in any Certified Resolution, Corporation Request, Corporation Order, Officer’s Certificate, opinion of Counsel or in any other statutory declaration, certificate, opinion or report that complies with this Indenture or with applicable law.

(c)		No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that, subject to any applicable provision of law,

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(1) this Subsection shall not be construed to limit the effect of Subsections (a) and (b) of this Section;

(2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions set forth in an Extraordinary Resolution relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising or refraining from the exercise of any trust or power conferred upon the Trustee, under this Indenture; and

(3) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 6.02. Certain Rights of Trustee

Except as otherwise provided in Section 6.01 or as may be required by applicable law:

(a)		the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)		any request or direction of the Corporation mentioned herein shall be sufficiently evidenced by a Corporation Request or Corporation Order and any resolution of the Directors may be sufficiently evidenced by a Certified Resolution;

(c)		whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d)		the Trustee may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)		the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

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(f)		the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Corporation, personally or by agent or attorney; and

(g)		the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.03. Not Responsible for Recitals or Issuance of Securities

The recitals contained herein and in the Securities (other than the description of the Trustee, the Registrar’s certificate of authentication (if the Trustee acts as Registrar) and all references to and descriptions of the Depository and the Depository System) shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or as to the accuracy of the descriptions of the Depository and the Depository System. The Trustee shall not be accountable for the use or application by the Corporation of Securities or the proceeds thereof.

Section 6.04. May Hold Securities

The Trustee, any Paying Agent, any Registrar or any other agent of the Corporation may, in its own right or in any other capacity, become the owner or pledgee of Securities and may, subject to the provision of any law which may at the time be applicable, otherwise deal with the Corporation with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Subject to the provisions of any law which may at the time be applicable, the Trustee may act as trustee under or as any other party to any indenture or agreement to which the Corporation may be a party or in which the Corporation may have an interest in the same manner as if it were not Trustee hereunder.

Section 6.05. Money Held in Trust

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or by the Corporation. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Corporation.

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Section 6.06. Compensation and Reimbursement

The Corporation agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, consultants and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Section 6.07. Disqualification; Conflicting Interests

(a)		The Trustee represents and warrants that it is not aware of any material conflict of interest between its role as Trustee hereunder and its role in any other capacity.

(b)		The Trustee shall, within 90 days after it becomes aware that any material conflict exists between its role as Trustee hereunder and its role in any other capacity, either eliminate such conflict of interest or resign in the manner and with the effect specified in this Article.

Section 6.08. Corporate Trustee Required; Eligibility

There shall at all times be a Trustee hereunder which shall be a corporation incorporated under the laws of Canada or a Province thereof and authorized to carry on the business of a trust company in the Provinces of Québec and Ontario and having a combined capital and surplus of at least $5,000,000, and having an office in the City of Montréal and in the City of Toronto. If such corporation publishes financial statements at least annually, for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent financial statements so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article.

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Section 6.09. Resignation and Removal; Appointment of Successor

(a)		No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.

(b)		The Trustee may resign at any time by giving written notice thereof to the Corporation. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c)		The Trustee may be removed at any time by an Extraordinary Resolution delivered to the Trustee and to the Corporation.

(d)		If at any time:

(1) the Trustee shall fail to comply with Section 6.07(b) after written request therefor by the Corporation (in the form of a Corporation Request) or by any Securityholder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Corporation (in the form of a Corporation Request) or by any such Securityholder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Corporation by a Certified Resolution may remove the Trustee, or (ii) subject to Section 5.13, any Securityholder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Corporation, by a Certified Resolution, shall promptly appoint a successor Trustee who shall comply with the applicable provisions of Section 6.10. If, within 12 months after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by an Extraordinary Resolution delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable provisions of Section 6.10, become the successor Trustee and supersede any successor Trustee appointed by the Corporation. If no successor Trustee shall have been appointed by the Corporation or the Securityholders and accepted appointment in the manner required by Section 6.10, any

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		Securityholder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of the successor Trustee.

(f)		The Corporation shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Securityholders in accordance with Section 1.05 and each such notice shall include the name and address of the offices of the successor Trustee in the City of Montréal and in the City of Toronto.

Section 6.10. Acceptance of Appointment by Successor

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Corporation (in the form of a Corporation Request) or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.11. Merger or Consolidation

Any corporation into which the Trustee may be amalgamated, or any corporation resulting from any amalgamation to which the Trustee shall be a party, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by amalgamation, merger or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.12. Fondé de pouvoir

To the extent the Trustee acts as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Securities and to the extent necessary or desirable for the purposes of this Indenture, each Holder of Securities by receiving and holding same accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof.

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To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the Securityholders hereunder) and subject to any applicable law of public order, it is hereby agreed as follows with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) for the Securityholders hereunder and each Holder of Securities by receiving and holding same agrees with the Corporation and the Trustee that:

	(a)		notwithstanding any other provision hereof and except as may be otherwise set forth in an Extraordinary Resolution or other Securityholders’ Resolution, resolution, written instrument, request or direction of any of the Holders of Securities pursuant to this Indenture, relating thereto, no Securityholder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, duties, trusts, obligations or responsibilities hereunder) during the exercise of its rights, powers and trusts and the performance of its duties, obligations and responsibilities under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Corporation or any other person (other than a Securityholder) in connection with any such liability;

	(b)		except as otherwise expressly provided herein or in an Extraordinary Resolution or other Securityholders’ Resolution, resolution, written instrument, request or direction of any of the Holders of Securities pursuant to this Indenture, relating thereto, the Trustee shall not be entitled to receive from the Securityholders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;

	(c)		notwithstanding any other provision hereof and except as may be otherwise set forth in an Extraordinary Resolution or other Securityholders’ Resolution, resolution, written instrument, request or direction of any of the Holders of Securities pursuant to this Indenture, relating thereto, no Securityholder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, duties, trusts, obligations or responsibilities hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Corporation or any other person (other than a Securityholder) in connection with such injury;

	(d)		neither the death nor bankruptcy of a Securityholder shall terminate the Trustee’s rights, powers, duties, trusts, obligations or responsibilities hereunder with respect to the Securities held by such Securityholder which shall continue to apply in favour of the Holder or Holders who have acquired such Securities from such deceased or bankrupt Securityholder;

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	(e)		the bankruptcy of the Trustee shall not terminate its rights, powers, duties, trusts, obligations or responsibilities hereunder provided that such rights, powers, duties, trusts, obligations and responsibilities are assumed by a successor Trustee appointed in accordance with the provisions of Section 6.09;

	(f)		so long as any Securities remain Outstanding, (i) each Securityholder hereby renounces to its right to revoke any mandate relationship created between such Holder and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 6.09; and

	(g)		except as otherwise expressly provided herein or in a Extraordinary Resolution or other Securityholders’ Resolution, resolution, written instrument, request or direction of any of the Holders of Securities pursuant to this Indenture, relating thereto, the Trustee shall not be obliged to render any account to the Securityholders nor return to the Securityholders any amounts which it has received in the performance of its rights, powers, duties, trusts, obligations and responsibilities hereunder nor pay any interest to the Securityholders on such amounts.

ARTICLE SEVEN
Consolidation, Merger, Conveyance or Transfer

Section 7.01. Corporation May Consolidate, etc., only on Certain Terms

The Corporation shall not consolidate with, amalgamate with or merge into any other corporation or convey or transfer its properties and assets as a whole or substantially as a whole to any Person, unless:

(1) the corporation formed by such consolidation or amalgamation or into which the Corporation is merged or the Person which acquires by operation of law or by conveyance or transfer the properties and assets of the Corporation as a whole or substantially as a whole shall be a corporation organized and existing under the laws of Canada or any Province or Territory thereof, and shall (except in any case where such assumption is deemed to have occurred by the sole operation of law), expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Corporation to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Corporation shall have delivered to the Trustee an Officer’s Certificate and an opinion of Counsel each stating that such consolidation, merger, amalgamation, conveyance or transfer and such supplemental indenture, if any, comply with this

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Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 7.02. Successor Corporation Substituted

Upon any consolidation or merger or amalgamation or any conveyance or transfer of the properties and assets of the Corporation substantially as an entirety in accordance with Section 7.01, the successor corporation formed by such consolidation or amalgamation or into which the Corporation is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor corporation had been named as the Corporation herein; provided, however, that no such conveyance or transfer shall have the effect of releasing the Person named as the “Corporation” in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor on any of the Securities unless such conveyance or transfer is followed by the complete liquidation of the Corporation.

ARTICLE EIGHT
Supplemental Indentures

Section 8.01. Execution of Supplemental Indentures

The Corporation, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) for the benefit of the Holders of the Securities to provide for any additional covenants, events of default or other obligations of the Corporation or any security for or guarantee of the Securities or to surrender any right or power herein conferred upon the Corporation; or

(2) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this paragraph (2) shall not, in the opinion of the Trustee, adversely affect the rights of the Holders of the Securities in any material respect; or

(3) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under any applicable law of Canada or of any Province or Territory thereof heretofore or hereafter enacted; or

(4) making any additions to, deletions from or alterations of the provisions of this Indenture which the Corporation may deem necessary or advisable in order to facilitate the sale of the Securities and which, in the opinion of the Trustee, do not adversely affect the rights of the Holders of the Securities, or any series thereof then Outstanding in any material respect, including, without limiting the generality of the

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foregoing, such additions, deletions and alterations, including provision for the appointment of an additional Trustee or a co-Trustee in any jurisdiction, as would be required to comply with the provisions relating to trust indentures contained in the Canada Business Corporations Act , securities acts or similar legislation in any jurisdiction in which the Corporation may desire to sell the Securities; or

(5) as required by the provisions of Section 7.01(1); or

(6) to give effect to any Extraordinary Resolution; or

(7) adding to or altering the provisions hereof in respect of the registration and transfer of Securities, making provision for the issue of Securities in forms or denominations other than those herein provided for and for the exchange of Securities of different forms and denominations, and making any modifications in the forms of the Securities which, in the opinion of the Trustee, do not affect the substance thereof; or

(8) for any other purpose not inconsistent with the terms of this Indenture, provided that, in the opinion of the Trustee, the rights of the Trustee or of the Holders of the Securities are not adversely affected in any material respects.

Section 8.02. Rights of Trustee Upon Execution of Supplemental Indentures

In executing, or accepting the additional trusts and obligations created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts and obligations created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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Section 8.03. Effect of Supplemental Indentures

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 8.04. Reference in Securities to Supplemental Indentures

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation shall so determine by Certified Resolution, new Securities so modified as to conform, in the opinion of the Trustee, to any such supplemental indenture may be prepared and executed by the Corporation and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

ARTICLE NINE
Meetings of Holders of Securities

Section 9.01. Purposes for Which Meetings May Be Called

A meeting of Holders of Securities may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action authorized by this Indenture to be made, given or taken by Holders of Securities, including for the passing of a resolution as a Securityholders’ Resolution or an Extraordinary Resolution.

Section 9.02. Powers Exercisable by Extraordinary Resolution

A meeting of the Securityholders shall, in addition to all other powers conferred upon them by any other provisions of this Indenture or by law, have the following powers, exercisable from time to time by resolution passed as an Extraordinary Resolution:

(1) power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other entity or for the transfer of the undertaking and assets of the Corporation as a whole or substantially as a whole, provided that no such sanction shall be necessary for a reconstruction, reorganization, consolidation, amalgamation, merger or transfer under the provisions of Article Seven;

(2) power to require or authorize the Trustee to exercise or refrain from exercising any trust or power conferred upon it by this Indenture or to waive any default, other than that provided in Section 5.02, on the part of the Corporation, upon such terms as may be decided upon;

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(3) power to remove the Trustee from office and to appoint a new Trustee or Trustees;

(4) power to sanction any change whatsoever of any provision of the Securities or of this Indenture and any modification, alteration, abrogation, compromise, or arrangement of or in respect of the rights of the Securityholders against the Corporation, whether such rights shall arise under the provisions of this Indenture or otherwise;

(5) power to sanction the exchange of the Securities for or the conversion of such Securities into shares, bonds, debentures or other securities of the Corporation or of any corporation or proposed corporation;

(6) power to assent to any compromise or arrangement by the Corporation with any creditor, creditors or class or classes of creditors or with the holders of any shares or other securities of the Corporation, provided that no such assent shall be required in respect of any compromise or arrangement made by the Corporation in the ordinary course of its business;

(7) power to authorize the Trustee, in the event of a curator or a liquidator being appointed, for and on behalf of the Securityholders, and in addition to any claim or Debt proved or made for its own account as Trustee under this Indenture, to file and prove a claim or Debt against the Corporation and its property for an amount equivalent to the aggregate amount which may be payable in respect of the Securities and to vote such claim or Debt at meetings of creditors and generally to act for an on behalf of the Securityholders in such proceedings as such resolution passed as an Extraordinary Resolution may provide;

(8) power to restrain any Holder of any Securities from taking or instituting any suit, action or proceeding against the Corporation for the purpose of enforcing payment of the principal of and premium on, if any, or interest on, if any, such Securities or for the execution of any trust or power under this Indenture or for the appointment of a liquidator, receiver or receiver and manager, or trustee in bankruptcy, or to have the Corporation wound up or for any other remedy under this Indenture and to direct such Holder of any Securities to waive any default by the Corporation on which any suit or proceeding is founded;

(9) power to direct any Person bringing any action, suit or proceeding and the Trustee to waive the default in respect of which such action, suit or other proceeding shall have been brought;

(10) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution), to exercise, and to direct the Trustee to exercise, on behalf of the Securityholders, such of the powers of the Securityholders which are exercisable by Extraordinary Resolution or Securityholders’ Resolution by the Holders of Securities as shall be included in the resolution appointing the committee; and

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(11) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Securityholders.

Section 9.03. Call, Notice and Place of Meetings

(a)		At any time and from time to time, the Trustee may, and the Trustee shall on being served with a requisition as provided in paragraph (b) of this Section signed on behalf of the Corporation or by Holders of Securities representing not less than 25% in principal amount of the Outstanding Securities and upon being indemnified to its reasonable satisfaction by the Corporation or by the Holders of Securities signing such requisition against the costs which may be incurred in connection with the calling and holding of such meeting, call a meeting of Holders of Securities for any purpose specified in Section 9.01 or 9.02. Such meeting shall be held at such time and at such place in the City of Montréal or the City of Toronto as the Trustee (or, as provided in Subsection 9.03(b) hereof, in case of its failure to act, the Corporation or the Securityholders calling the meeting), shall determine. Notice of every meeting of Holders of Securities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to each Holder of Outstanding Securities in the manner provided in this Indenture not less than thirty (30) days prior to the date fixed for the meeting. A copy of such notice shall also be given, within the same time period in the manner provided in this Indenture, to the Trustee (unless the meeting has been called by it), and to the Corporation (unless the meeting has been called by it). It shall not be necessary to specify in the notice of any adjournment of a meeting the nature of the business to be transacted at the adjourned meeting. The accidental omission to give such notice to or non-receipt of any such notice by a Securityholder shall not invalidate any resolution passed at such meeting.

(b)		In case at any time the Corporation, pursuant to a Certified Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities shall have requested the Trustee to call a meeting of Holders of Securities for any purpose specified in Section 9.01 or 9.02, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee, upon being indemnified to its reasonable satisfaction by the Corporation or by the Holders of Securities signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, shall not have either given the notice of such meeting or made the publication of the notice of such meeting within thirty (30) days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Corporation, or the Holders of Outstanding Securities in the amount above specified, as the case may be, may determine the time and the place in the City of Montréal or the City of Toronto for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.

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Section 9.04. Persons Entitled to Vote at Meetings

To be entitled to vote at any meeting of Holders of Securities, a Person shall be (1) a Holder of one or more Outstanding Securities, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities by such Holder or Holders. Subject to Section 9.09, the only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel.

Section 9.05. Quorum; Action

The Persons entitled to vote at least 25% (50% for the purpose of an Extraordinary Resolution) in principal amount of the Outstanding Securities shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. Notice of the reconvening of such adjourned meeting shall be given as provided in Section 9.03(a), except that such notice may be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. The quorum at such adjourned meeting shall be the Persons then present and entitled to vote thereat and such quorum shall be expressly stated in such Notice of the reconvening of such adjourned meeting.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except where, pursuant to this Indenture, an Extraordinary Resolution is required) shall be effectively passed and decided if passed or decided by the Persons entitled to vote at least 50% in principal amount of Outstanding Securities represented and voting at such meeting.

Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities, whether or not present or represented at the meeting.

Section 9.06. Determination of Voting Rights; Conduct and Adjournment of Meetings

(a)

Notwithstanding any other provisions of this Indenture, the Trustee and the Person nominated by the Trustee to act as chairman of the meeting, or either of them, may make such reasonable regulations as it or he may deem advisable for any meeting or adjourned meeting of Holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in regard to the appointment and duties of scrutineers, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it or he shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of any Securities shall be proved in the manner specified in

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Section 1.03 and the appointment of any proxy shall be proved in the manner specified in said Section 1.03 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank, banker or other Person, wherever situated, acceptable to the Trustee. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in said Section 1.03 or other proof.

(b)

The Trustee shall, by an instrument in writing, nominate a chairman of the meeting, unless the meeting shall have been called by the Corporation or by Holders of Securities as provided in Section 9.03(b), in which case the Corporation, or the Holders of Securities calling the meeting, as the case may be, shall in like manner nominate a chairman.

(c)

At any meeting each Holder of a Security, whether present in person or represented by proxy, shall be entitled to one vote for each $1,000 principal amount of Securities held by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or as the proxy of a Holder of a Security.

(d)

Any meeting of Holders of Securities duly called pursuant to Section 9.03 at which a quorum is present may be adjourned from time to time by a resolution passed at such meeting and the meeting may be held as so adjourned without further notice.

Section 9.07. Counting Votes and Recording Action of Meetings

The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and such other information as may be required by the regulations made for the meeting, provided however, that the vote upon any resolution involving matters of a purely procedural nature may, if required by the regulations made for the meeting, be by way of show of hands. The chairman of the meeting shall appoint a secretary and may appoint a scrutineer or scrutineers to act at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the scrutineers and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.03 and, if applicable, Section 9.05. Each copy shall be signed and verified by the affidavits of the chairman and secretary of the meeting and one such copy shall be delivered to the Corporation and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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Section 9.08. Distribution of Proxy Material to Participants

(1) For purposes of holding a meeting of Securityholders where the Depository System is in effect, the Trustee shall promptly notify the Depository and obtain therefrom a current Participants List.

(2) Within five business days of receipt of such information by the Trustee, or within any shorter delay which might be imposed by a competent regulatory authority, the Trustee shall contact each Participant on the Participants List by mail to confirm the required number of copies (the “Required Number”) of proxy material or other documents relating to the meeting (the “Proxy Material”) which the Participant requires for the benefit of Beneficial Owners. Within ten (10) business days of confirmation by the Participant of the Required Number, the Trustee shall arrange to have delivered to such Participant the Required Number of copies of the Proxy Material. It shall be the responsibility of each Participant on the Participants List to arrange for distribution of the Proxy Material to the Beneficial Owners. Neither the Corporation nor the Trustee shall assume any liability for failure by a Participant to distribute the Proxy Material.

(3) The Corporation and the Trustee understand that the Proxy Material will be sent to the Beneficial Owners not less than twenty-one (21) nor more than fifty (50) days, or such longer delay as may be prescribed by a competent regulatory authority, before the date of the meeting.

(4) Failure by a Participant to distribute the Proxy Material to Beneficial Owners shall not affect the validity of the proceedings to be held at the meeting if notice of the meeting has been published by the Trustee at least twenty-one (21) days before the holding of such meeting in an Authorized Newspaper in each of the City of Montréal and the City of Toronto or if at least 50% in the aggregate principal amount of Outstanding Securities is represented at the meeting by Holders of Securities or their proxies.

(5) To the extent that an omnibus proxy in form satisfactory to the Corporation has been delivered by the Depository to the Corporation with respect to the matters to be voted on at a meeting of Securityholders delegating to Beneficial Owners the right of the Depository as sole registered Holder of the Global Certificate(s) to vote on the matters before the meeting, the Corporation will recognize as votes of the registered Holder, votes expressed in person at the meeting by identified Beneficial Owners and votes expressed by proxy by identified Beneficial Owners.

Section 9.09. Serial Meetings

(1) If the Corporation wishes to modify or eliminate any provisions of the Terms of any series of Securities, whether at a meeting or pursuant to any action to be taken or power to be exercised by instrument in writing, by resolution, or otherwise, or if, in the opinion of the Trustee, the business to be transacted at any meeting especially affects the rights of the Holders of any series of Securities in a manner or to an extent

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substantially differing from that in or to which the rights of the Holders of any other series thereof are affected (as to which an opinion of Counsel shall be binding on all Securityholders, the Trustee and the Corporation for all purposes of this Indenture), then:

(A) reference to such fact, indicating each series so especially affected, shall be made in the notice of the meeting and the meeting shall be and is herein called a “Serial Meeting”; and

(B) the Holders of Securities of a series so especially affected shall not be bound by any action taken at a Serial Meeting or by instrument in writing unless in addition to compliance with the other provisions of this Article:

(i)

at such Serial Meeting:

	(I)		there are present in person or by proxy Holders of at least 25% (50% for the purpose of an Extraordinary Resolution) in principal amount of the Outstanding Securities of such series, subject to the provisions of this Article as to adjourned meetings; and

	(II)		the resolution is passed by the favourable votes of the Holders of at least 50% (66 2/3% in the case of an Extraordinary Resolution) in principal amount of the Outstanding Securities of such series voted on the resolution; or

(ii)

in the case of action taken or power exercised by instrument in writing, such instrument is signed in one or more counterparts by the Holders of at least 50% (or such other percentage as may otherwise be required in this Indenture) in principal amount of the Outstanding Securities of such series.

(2) If in the opinion of Counsel any business to be transacted at any meeting, or any action to be taken or power to be exercised by instrument in writing, does not adversely affect the rights of the holders of Securities of one or more particular series in any material respect, or the provisions of the Terms of a series of Securities are not proposed to be modified or eliminated, the provisions of this Section shall apply as if the Securities of such series were not Outstanding and no notice of any such meeting need to be given to the Holders of Securities of such series. Without limiting the generality of the foregoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as Securities of a particular series are Outstanding shall be deemed not to adversely affect the rights of the Holders of Securities of any other series.

(3) A proposal (i) to extend the Maturity of Securities of any particular series or reduce the principal amount of such Securities or the rate of interest or redemption premium on such Securities, (ii) to modify or terminate any covenant or agreement which by its terms is effective only so long as Securities of a particular series are Outstanding, (iii) to reduce with respect to Holders of Securities of any particular series

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any percentage stated in Sections 9.04 and 9.05, in this Section 9.09, or in the definitions of Securityholders’ Resolution or Extraordinary Resolution or (iv) to change the currency in which the principal of, premium on, if any, or interest on, if any, Securities of a particular series is payable to another currency or a unit account defined in terms of the currency of two or more countries, shall be deemed to especially affect the rights of the Holders of Securities of such series in a manner substantially differing from that in which it affects the rights of Holders of Securities of any other series, whether or not a similar extension, reduction, modification or termination is proposed with respect to Securities of any or all other series.

ARTICLE TEN
Covenants

Section 10.01. Payment of Principal and Interest

The Corporation will duly and punctually pay the principal of, premium (if any), and interest on the Securities in accordance with the Terms of the Securities and this Indenture.

Section 10.02. Maintenance of Places of Registration

The Corporation will cause the Central Security Register to be maintained by the Registrar at its principal office in the City of Montréal (or at such other Place of Registration in Canada maintained by the Registrar as may be requested by the Corporation with the approval of the Trustee) and, subject as hereinafter in this Section provided, will cause Branch Security Registers to be maintained by one or more Branch Registrar(s) at each of the other Places of Registration.

The Corporation may at any time and from time to time vary or terminate the appointment of the Registrar and of any Branch Registrar or appoint other offices or agencies as Branch Security Registers where Securities may be presented or surrendered for registration, registration of transfer or exchange; provided however that the Corporation will maintain an office or agency for all such purposes in each of the Cities of Montréal and Toronto. The Corporation will give prompt written notice to the Trustee of the location of, or of any change in the location of, any such office or agency.

The Corporation may appoint a registrar and branch registrars for the purposes of registering Securities and transfers of Securities, incorporated or organized under the laws of a foreign jurisdiction, in addition to or in lieu of the Registrar and Branch Registrars appointed pursuant to this Indenture.

Section 10.03. Money for Security Payments to be Held in Trust

If the Corporation shall at any time act as its own Paying Agent, it will hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

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Whenever the Corporation shall have one or more Paying Agents, it will, on or prior to each due date of the principal of or interest on, any Securities, deposit with a Paying Agent a sum sufficient to pay the principal or interest, so becoming due, such sum to be held in trust for the benefit of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Corporation will promptly notify the Trustee of its action or failure so to act.

The Corporation will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Corporation in the making of any payment of principal or interest; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Corporation Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such moneys.

Subject to any applicable law with respect to the deposit of unclaimed moneys with any public authority, any moneys deposited with the Trustee or any Paying Agent or then held by the Corporation, in trust for the payment of the principal of or interest on any Security, and remaining unclaimed for three years after the date when such principal or interest has become due and payable, shall be paid to the Corporation on Corporation Request, or (if then held by the Corporation) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Corporation for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneys, and all liability of the Corporation as trustee thereof, shall thereupon cease.

Section 10.04. Corporate Existence

Subject to Article Seven, the Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 10.05. Negative Pledge

Subject to the exceptions set forth in Section 10.06, the Corporation will not issue, assume or guarantee by Debt secured by, and will not after the date of this Indenture secure any

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Debt by, a Mortgage upon any property of the Corporation (whether now owned or hereafter acquired), without in any such case effectively providing concurrently therewith that the Securities (together with any other Debt of the Corporation which may then be outstanding and entitled to the benefit of a covenant similar in effect to this covenant) shall be secured equally and rateably with such Debt; provided, however, that the foregoing restrictions shall not apply to Debt secured by:

(1) Purchase Money Mortgages;

(2) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Corporation or at the time of a sale, lease or other disposition to the Corporation of the properties of a corporation as an entirety or substantially as an entirety;

(3) Mortgages on current assets of the Corporation securing Current Debt of the Corporation; or

(4) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in paragraphs (1) or (2) above or any Mortgage existing at the date of this Indenture, provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property).

Section 10.06. Additional Permitted Liens

In addition to Mortgages permitted by Section 10.05, the Corporation may issue, assume or guarantee any Debt secured by or secure after the date of this Indenture any Debt by, a Mortgage upon any property of the Corporation (whether now owned or hereafter acquired) if, after giving effect thereto, the aggregate principal amount of Debt secured by Mortgages of the Corporation permitted only by this Section 10.06 does not at such time exceed 5% of the Net Worth of the Corporation.

Section 10.07. Waiver of Certain Covenants

The Corporation may omit in any particular instance to comply with any covenant or condition set forth in this Article Ten, if before or after the time for such compliance the Securityholders shall, by Extraordinary Resolution, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Corporation and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

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Section 10.08. Annual Certificate of Compliance

Within 120 days after the end of each fiscal year of the Corporation, and at any other time if requested by the Trustee, the Corporation shall furnish the Trustee with an Officer’s Certificate stating that, in the course of the performance by the signer of his/her duties as officer of the Corporation, he/she would normally have knowledge of any default by the Corporation in the performance of its covenants under this Indenture or of any Event of Default under Article Five and certifying that the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture non-compliance with which would, with notification or with the lapse of time or otherwise, constitute an Event of Default hereunder, or, if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply.

In addition, on becoming aware at any time of any Event of Default of the nature specified in Section 5.01(6), the Corporation will promptly notify the Trustee.

ARTICLE ELEVEN
Redemption of Securities

Section 11.01. Applicability of Article

Redemption and purchase of Securities at the election of the Corporation or otherwise, as permitted or required by any provision of this Indenture or of the Securities, shall be made in accordance with such provision and this Article unless otherwise specified in the Corporation Order setting out the Terms of the Securities to be redeemed.

Section 11.02. Partial Redemption; Notice to Trustee

In case of any redemption at the election of the Corporation of less than all the Securities of any series, the Corporation shall, at least 45 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in advance of such Redemption Date and of the principal amount of Securities of such series to be redeemed.

Section 11.03. Selection by Trustee of Securities to be Redeemed

If less than all the Securities of a series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption by such method as it shall deem equitable and which may provide for the selection for redemption of portions (equal to $1,000 or a multiple thereof) of the principal of Securities of a denomination larger than $1,000.

The Trustee shall promptly notify the Corporation in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed.

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For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security which has been or is to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed.

Section 11.04. Notice of Redemption

Notice of the proposed redemption shall be given in the manner provided in this Indenture to each Holder of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all Outstanding Securities of a series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities of such series to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest thereon, if any, shall cease to accrue on and after said date, and

(5) the place where such Securities are to be surrendered for payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation’s request, by the Trustee in the name of and at the expense of the Corporation.

Section 11.05. Deposit of Redemption Price

On or prior to any Redemption Date, the Corporation shall deposit with the Trustee or with a Paying Agent (or, if the Corporation is acting as its own Paying Agent, hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on such Redemption Date.

Section 11.06. Securities Payable on Redemption Date

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and on and after such date (unless the Corporation shall default in the payment of the Redemption Price) such Securities shall cease to bear interest, if any. Upon surrender of any such Security for redemption in accordance with such notice, such Security shall be paid by the Corporation at the Redemption Price, provided, however, that instalments of interest, if any, on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,

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registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 3.08. Interest maturing on or prior to the Redemption Date shall continue to be payable (but without interest thereon, unless the Corporation shall default in the due payment or provision for payment thereof) to the Holders thereof according to their terms in the customary manner.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the prevailing rate, if any, borne by such Security.

Section 11.07. Securities Redeemed in Part

Any Security which is to be redeemed only in part may, at the option of the Corporation,

(1) be presented to the Registrar or Paying Agent for notation thereon of the payment as of the Redemption Date of the redeemed portion of the principal thereof, or

(2) be surrendered (with, if the Corporation or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Corporation shall execute and the Registrar shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination or denominations as requested by such Holder in aggregate principal amount equal to the unredeemed portion of the principal of the Security so surrendered.

Section 11.08. Purchase

At any time and from time to time, the Corporation may, at its option, purchase Securities (or, while the Depository System is in effect, beneficial interests therein) in the market or by tender or by private contract at such price or prices and upon such terms and conditions as the Corporation in its absolute discretion may determine. Notwithstanding the foregoing, any Subsidiary of the Corporation may purchase Securities at any time in the ordinary course of its business in dealing with securities, subject to applicable law.

In the event of a purchase of beneficial interests in Securities while the Depository System is in effect, the amount of the decrease in value of the Global Certificate(s), and the new principal amount of the Global Certificate(s) shall be evidenced in one of the manners set forth in Section 11.07, which such adaptations as are necessary, or in such other manner as may be agreed upon by the Corporation and the Depository.

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Section 11.09. Cancellation of Securities

Subject to Section 11.07, all Securities redeemed or purchased under the provisions of this Article shall be forthwith delivered to and cancelled by the Registrar and shall not be reissued.

Upon being cancelled, such Securities shall be retained by the Trustee or the Register for 6 years or such other period determined by the Corporation, after which they shall be disposed of as directed by the Corporation.

ARTICLE TWELVE
Counterparts and Language

Section 12.01. Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 12.02. Language

The parties hereto have expressly requested and agreed that this Trust Indenture be in the English language. Les parties aux présentes ont expressément requis et convenu que la présente convention de fiducie soit rédigée en anglais.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.


BELL CANADA
By:	/s/ David W. Drinkwater

CIBC MELLON TRUST COMPANY - COMPAGNIE TRUST CIBC MELLON
By:	/s/ Michel Longpré
and:	/s/ Ernestine Reinhold

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SCHEDULE A
FORM OF PHYSICAL SECURITIES

[English Language Version]


Certificate No. •	BELL CANADA	Principal amount/Currency

	(incorporated under the laws of Canada)	CUSIP No. •

Date of issue:		Maturity date:

	• % DEBENTURE, SERIES • , DUE •

BELL CANADA, for value received, promises to pay to the order of (Registered Holder) at maturity (or on such earlier date as the principal sum of this Debenture may become payable in accordance with the terms of the Indenture) the principal sum of (amount/currency) (together with such further sum, if any, as may be payable by way of premium) upon presentation and surrender of this Debenture at the principal office of the Registrar in any of the cities of Montréal and Toronto, or at any other place as may be designated from time to time by Bell Canada, and, if applicable, to pay interest (less any tax required to be deducted) on the principal amount of this Debenture in accordance with and subject to the following terms:

Interest rate per annum (if applicable):

Interest payment dates (if applicable):

Other features:

IN WITNESS WHEREOF Bell Canada has caused this Debenture to be executed by its duly authorized officers and dated as of its date of issue.

BELL CANADA



Authorized Officer		Authorized Officer

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(Reverse)

This Debenture is subject to a trust indenture dated as of November 28, 1997 (which indenture, together with all indentures supplemental thereto, is herein referred to as the “Indenture”) made between Bell Canada and CIBC Mellon Trust Company, as Trustee (herein called the “Trustee”), to which Indenture reference is expressly made for a statement of the respective rights thereunder of the holders of Debentures, the Trustee and Bell Canada and of the terms and conditions upon which the Debentures are, and are to be, authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the holder of Debentures by acceptance hereof assents.

Bell Canada may, at any time, purchase for cancellation all or any Debentures in the market or by tender or by private contract, at any price.

Bell Canada, the Trustee and any agent of Bell Canada or the Trustee may treat the person in whose name this Debenture is registered as the owner hereof for all purposes whether or not this Debenture be overdue.

This Debenture shall not become valid or obligatory for any purpose until it shall have been authenticated by or on behalf of the Registrar appointed pursuant to the Indenture.

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REGISTRAR’S AUTHENTICATION

Authenticated for and on behalf of Bell Canada

Date of authentication:

[Name of Registrar]

REGISTRAR



	By
		Authorized Officer

FORM OF TRANSFER

FOR VALUE RECEIVED,

hereby assign(s) and transfer(s) unto the within Debenture, together with the principal thereof and all accrued interest thereon, if any, by irrevocably constituting and appointing to transfer such Debenture on the securities register of Bell Canada, with full power of substitution in the premises.


Dated

In the presence of

		Signature

Transferee’s social insurance number (if applicable):

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(French Language Version)


Certificat n ° •	BELL CANADA	Capital/monnaie :

	(constituée en vertu des lois du Canada)	CUSIP no ° •

Date d’émission :		Date d’échéance :

	DÉBENTURES À • %, SÉRIE • , ÉCHÉANT EN •

BELL CANADA, contre valeur reçue, promet de payer à l’ordre de (nom du porteur inscrit), à l’échéance (ou à toute date antérieure à laquelle le capital de la présente débenture pourra devenir payable conformément aux modalités de la convention), la somme en capital de (montant/monnaie) (ainsi que toute autre somme, s’il en est, qui serait payable sous forme de prime), sur présentation et remise de la présente débenture au bureau principal de l’agent chargé de la tenue des registres dans les villes de Montréal et Toronto, ou à tout autre endroit désigné de temps à autre par Bell Canada, et, s’il y a lieu, de payer les intérêts (moins toute taxe devant être prélevée, le cas échéant) sur le capital de la présente débenture conformément aux modalités suivantes et sous réserve de celles-ci :

Taux d’intérêt annuel (le cas échéant) :

Dates de paiement des intérêts (le cas échéant) :

Autres caractéristiques :

EN FOI DE QUOI Bell Canada a fait signer la présente débenture par ses dirigeants dûment autorisés et daté celle-ci en date de son émission.

BELL CANADA



Dirigeant autorisé		Dirigeant autorisé

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(Verso)

La présente débenture est assujettie à une convention de fiducie datée du 28 novembre 1997 (laquelle convention, ainsi que toutes les conventions supplémentaires s’y rattachant, sont ci-après désignées la “convention”) intervenue entre Bell Canada et Compagnie Trust CIBC Mellon, à titre de fiduciaire (appelée dans les présentes le “fiduciaire”). Référence est expressément faite à la convention pour obtenir un énoncé des droits respectifs en vertu de celle-ci des porteurs de débentures, du fiduciaire et de Bell Canada et des conditions auxquelles les débentures sont et doivent être authentifiées et livrées, le tout comme si les dispositions de la convention figuraient dans les présentes, dispositions auxquelles le porteur de débentures consent par l’acceptation des présentes.

Bell Canada peut en tout temps acheter la totalité ou une partie des débentures à des fins d’annulation sur le marché, par appel d’offres ou de gré à gré, et ce, à n’importe quel prix.

Bell Canada, le fiduciaire et tout mandataire de Bell Canada ou du fiduciaire peuvent traiter la personne au nom de laquelle la présente débenture est inscrite comme le propriétaire de celle-ci à toutes fins, que la présente débenture soit échue ou non.

La présente débenture ne devient pas valide ou obligatoire à quelque fin que ce soit tant qu’elle n’a pas été authentifiée par l’agent chargé de la tenue des registres nommé aux termes de la convention, ou pour son compte.

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AUTHENTIFICATION DE L’AGENT CHARGÉ DE
LA TENUE DES REGISTRES

Authentifiée pour le compte de Bell Canada

Date d’authentification:

[Nom de l’agent chargé de la tenue des registres]

AGENT CHARGÉ DE
LA TENUE DES REGISTRES



	Par
		Dirigeant autorisé

FORMULAIRE DE TRANSFERT

CONTRE VALEUR REÇUE,

vend(ent), cède(ent) et transfère(ent) par les présentes à la présente débenture, de même que le capital de celle-ci et tous les intérêts courus sur celle-ci, s’il en est, et constitue(ent) et nomme(ent) irrévocablement aux fins du transfert de cette débenture dans le registre des valeurs mobilières de Bell Canada, avec pleins pouvoirs de substitution à cet égard.


Date

En présence de
		Signature

Numéro d’assurance sociale du cessionnaire (s’il en est):

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SCHEDULE B
FORM OF GLOBAL CERTIFICATE

[English Language Version]


Certificate No. •	BELL CANADA	Principal amount/Currency

	(incorporated under the laws of Canada)	CUSIP No. •

Date of issue:		Maturity date:

	• % DEBENTURE, SERIES • , DUE •

Unless this Global Certificate is presented by an authorized representative of [Name of Depository] (the “Depository”), or its lawful successor, to Bell Canada or the Registrar for registration of transfer or exchange or for payment, and any Global Certificate issued is registered in any name used by the Depository from time to time as its nominee for purposes of the depository system (and any payment is made to the Depository, or to such other entity as requested by an authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, the nominee of the Depository, has an interest herein.

This Debenture is a Global Certificate within the meaning of the Indenture hereinafter referred to and is registered in the name of the nominee of the Depository. Except as otherwise provided in the Indenture, this Global Certificate may be transferred in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository.

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Interest rate per annum (if applicable):

Interest payment dates (if applicable):

Other features:

IN WITNESS WHEREOF Bell Canada has caused this Debenture to be executed by its duly authorized officers and dated as of its date of issue.

BELL CANADA



Authorized Officer		Authorized Officer

(Reverse)

This Debenture shall not become valid or obligatory for any purpose until it shall have been authenticated by or on behalf of the Registrar appointed pursuant to the Indenture.

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REGISTRAR’S AUTHENTICATION

Authenticated for and on behalf of Bell Canada

Date of authentication:

[Name of Registrar]

REGISTRAR



	By
		Authorized Officer

FORM OF TRANSFER

FOR VALUE RECEIVED,


Dated

In the presence of

		Signature

Transferee’s social insurance number (if applicable):

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(French Language Version)


Certificat n ° •	BELL CANADA	Capital/monnaie :

	(constituée en vertu des lois du Canada)	CUSIP no ° •

Date d’émission :		Date d’échéance :

	DÉBENTURES À • %, SÉRIE • , ÉCHÉANT EN •

À moins que ce certificat global ne soit présenté par un représentant autorisé de [Nom du dépositaire] (le «dépositaire»), ou de son successeur légitime, à Bell Canada ou à l’agent chargé de la tenue des registres aux fins de l’inscription de son transfert ou de son échange ou à des fins de paiement, et à moins que tout certificat global émis ne soit inscrit à un nom utilisé par le dépositaire de temps à autre à titre de prête-nom aux fins du système de dépositaire (ou qu’un paiement ne soit effectué au dépositaire, ou à toute autre personne désignée par un représentant autorisé du dépositaire), tout transfert, mise en gage ou autre utilisation du présent certificat contre valeur ou autrement par ou en faveur de toute personne est illicite puisque le porteur inscrit du présent certificat, le prête-nom du dépositaire, a un intérêt dans celui-ci.

La présente débenture est un certificat global au sens de la convention mentionnée ci-dessous et est inscrite au nom du prête-nom du dépositaire. Sous réserve de toute disposition contraire contenue dans la convention, ce certificat global peut être transféré en totalité mais non en partie, uniquement à un autre prête-nom du dépositaire, à un successeur du dépositaire ou à un prête-nom de ce successeur du dépositaire.

Taux d’intérêt annuel (le cas échéant) :

Dates de paiement des intérêts (le cas échéant) :

Autres caractéristiques :

-65-

EN FOI DE QUOI Bell Canada a fait signer la présente débenture par ses dirigeants dûment autorisés et daté celle-ci en date de son émission.

BELL CANADA



Dirigeant autorisé		Dirigeant autorisé

(Verso)

La présente débenture est assujettie à une convention de fiducie datée du 28 novembre 1997 (laquelle convention, ainsi que toutes les conventions supplémentaires s’y rattachant, sont ci-après désignées la «convention») intervenue entre Bell Canada et Compagnie Trust CIBC Mellon, à titre de fiduciaire (appelée dans les présentes le «fiduciaire»). Référence est expressément faite à la convention pour obtenir un énoncé des droits respectifs en vertu de celle-ci des porteurs de débentures, du fiduciaire et de Bell Canada et des conditions auxquelles les débentures sont et doivent être authentifiées et livrées, le tout comme si les dispositions de la convention figuraient dans les présentes, dispositions auxquelles le porteur de débentures consent par l’acceptation des présentes.

-66-

AUTHENTIFICATION DE L’AGENT CHARGÉ DE
LA TENUE DES REGISTRES

Authentifiée pour le compte de Bell Canada

Date d’authentification:

[Nom de l’agent chargé de la tenue des registres]

AGENT CHARGÉ DE
LA TENUE DES REGISTRES



	Par
		Dirigeant autorisé

FORMULAIRE DE TRANSFERT

CONTRE VALEUR REÇUE,


Date

En présence de
		Signature

Numéro d’assurance sociale du cessionnaire (s’il en est):

Exhibit 7.2

BELL CANADA

and

CIBC MELLON TRUST COMPANY -
COMPAGNIE TRUST CIBC MELLON

FIRST
SUPPLEMENTAL
TRUST INDENTURE

Bearing Formal Date of July 12, 1999

THIS FIRST SUPPLEMENTAL TRUST INDENTURE made at the City of Montréal in the Province of Québec as of the 12 ^th day of July, 1999


BETWEEN:		BELL CANADA , a corporation continued under the Canada Business Corporations Act (the “ Corporation ”)

		OF THE FIRST PART

AND:		CIBC MELLON TRUST COMPANY — COMPAGNIE TRUST CIBC MELLON , a company incorporated under the laws of Canada, duly authorized to carry on the business of a trust company (the “ Trustee ”)

		OF THE SECOND PART

WHEREAS by Trust Indenture (hereinafter referred to as the “ 1997 Original Trust Indenture ”) bearing formal date of November 28, 1997, executed by the Corporation in favour of the Trustee, as trustee, provision was made for the issue by the Corporation from time to time of Securities of the Corporation without limit as to the aggregate principal amount;

AND WHEREAS the Corporation has been authorized by Certified Resolution to enter into this First Supplemental Trust Indenture in order to amend Sections 1.01(b), 3.03(b), 3.06, 3.11(1), 3.13 and 11.01 of the 1997 Original Trust Indenture, the whole in accordance with Sections 8.01(2), 8.01(7) and 8.01(8) of the 1997 Original Trust Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Trustee.

NOW THEREFORE THIS FIRST SUPPLEMENTAL TRUST INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE ONE
AMENDMENT OF THE 1997 ORIGINAL TRUST INDENTURE

Section 1.01. Section 3.03(b) of the 1997 Original Trust Indenture is deleted and replaced by the following paragraph:

“(b) Should the Securities be in a “book-entry only” form under the Depository System, the Securities shall be substantially in the form set out in Schedules B, C or D hereof as specified in the Corporation Order setting the Terms of the Securities”.

Section 1.02. Section 3.06 of the 1997 Original Trust Indenture is amended by adding thereto the following two paragraphs:

“In addition to the foregoing, all transfers or exchanges of any interest in a Security shall be made in accordance with Schedule E hereto, if applicable.

Adjustments to the principal amount of Securities issued substantially in the form of Schedule C or D hereof shall be signed on behalf of the Corporation by an Officer or by the Trustee who is hereby appointed as authorized representative of the Corporation for the purpose of signing on behalf of the Corporation such adjustments.”

Section 1.03. Section 3.11(1) of the 1997 Original Trust Indenture is amended by adding as a second paragraph thereto the following :

“In the event that the Corporation, on or after July 12, 1999, issues Securities in “book-entry only” form that are initially sold to “qualified institutional buyers” pursuant to Rule 144A under the United States Securities Act of 1933, such Securities shall be represented by a separate Global Certificate which shall be substantially in the form of Schedule D hereto and the transfer or exchange of any beneficial interest in the Securities represented by such Global Certificate shall only be made in compliance with Schedule E hereto.”

Section 1.04. (a) Section 3.13(iii) of the 1997 Original Trust Indenture is deleted and replaced by the following paragraph:

“(iii) if the Corporation or the Depository advises the Trustee that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as Holder of one or more of the Global Certificates and the Corporation is unable to locate a qualified successor Depository;”

(b) the last paragraph of Section 3.13 of the 1997 Original Trust Indenture is deleted and replaced by the following paragraph:

“Physical Securities shall be issued, which shall bear similar legends restricting the transferability thereof as were borne by the corresponding Global Certificates, and the Trustee must notify the Depository, for and on behalf of Participants and Beneficial Owners, of the availability through the Depository of such Physical Securities. The Depository will then surrender the applicable Global Certificates along with written instructions to the Trustee as to the Participants in whose names the Physical Securities are to be registered and the authorized denominations of the Physical Securities to be registered in the Central Security Register in the name of each such Participant.”

Section 1.05. (a) Section 11.01 of the 1997 Original Trust Indenture is amended by adding as a second paragraph thereto the following:

“With respect to any new series of Securities issued pursuant to this Indenture on or after July 12, 1999, unless otherwise specified in the Corporation Order setting out the Terms of the Securities of such new series, the Corporation may, at its option, redeem at any time all, or from time to time any part, of the Outstanding Securities of any such series by payment of the greater of the Canada Yield Price and the principal amount of the Securities to be redeemed, together in each case with all unpaid interest accrued to but excluding the date fixed for redemption.”

(b) Section 1.01(b) of the 1997 Original Trust Indenture is amended by adding, immediately after the definition of “Branch Security Register”, the following definition:

“With respect to any new series of Securities issued pursuant to this Indenture on or after July 12, 1999, “Canada Yield Price” with respect to a Security means, in effect, a price equal to the price of the Security, calculated on the Banking Day preceding the day on which the redemption is authorized by the Corporation, to provide a yield from the date fixed for redemption to the Stated Maturity with respect to principal equal to the Government of Canada Yield plus 0.05%, or such other percentage as may be set forth in the Corporation Order setting out the Terms of the relevant series of Securities.”

(c) Section 1.01(b) of the 1997 Original Trust Indenture is amended by adding, immediately after the definition of “Global Certificates”, the following definition:

“With respect to any new series of Securities issued pursuant to this Indenture on or after July 12, 1999, “Government of Canada Yield” means, with respect to a Security, the simple average of the yields determined by the Investment Dealers as being the yields from the date fixed for redemption to the Stated Maturity with respect to principal of such Security, assuming semi-annual compounding, which an issue of non-callable Government of Canada bonds would carry on the remaining term to the Stated Maturity with respect to principal of such Security.”

(d) Section 1.01(b) of the 1997 Original Trust Indenture is amended by adding, immediately after the definition of “Interest Payment Date”, the following definition:

“With respect to any new series of Securities issued pursuant to this Indenture on or after July 12, 1999, “Investment Dealers” means two investment dealers selected by the Trustee and approved by the Corporation, who are independent of the Corporation and who are members of the Investment Dealers Association of Canada (or if the Investment Dealers Association of Canada shall cease to exist, such other independent investment dealers as the Trustee may select with the approval of the Corporation), which investment dealers shall be retained by the Trustee at the cost of the Corporation to determine the Government of Canada Yield as provided in this Indenture.”

ARTICLE TWO
INDENTURE SUPPLEMENTAL TO THE
1997 ORIGINAL TRUST INDENTURE

Section 2.01. This First Supplemental Trust Indenture is declared to be supplemental to the 1997 Original Trust Indenture and is to form part of and shall have the same effect as though incorporated in the 1997 Original Trust Indenture. The 1997 Original Trust Indenture is a part of these presents and is by this reference included herein with the same effect as though at length set forth herein. All the provisions of the 1997 Original Trust Indenture, except only so far as may be inconsistent with the express provisions of these presents, shall apply to and have effect in connection with this First Supplemental Trust Indenture. All terms used in this First Supplemental Trust Indenture which are defined in the 1997 Original Trust Indenture shall have the meanings ascribed to these terms in the 1997 Original Trust Indenture unless otherwise defined in this First Supplemental Trust Indenture or unless the context otherwise specifies or requires.

ARTICLE THREE
COUNTERPARTS, LANGUAGE AND FORMAL DATE

Section 3.01. This First Supplemental Trust Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. This First Supplemental Trust Indenture may be referred to as bearing formal date of July 12, 1999 irrespective of the actual date of its execution.

Section 3.02. The parties hereto have expressly requested and agreed that this First Supplemental Trust Indenture be in the English language. Les parties aux présentes ont expressément requis et convenu que la présente modification à la convention de fiducie soit rédigée en anglais.

IN WITNESS WHEREOF the parties have executed this First Supplemental Trust Indenture.


	BELL CANADA
	By:	/s/ L. F. Ruggins
		L. F. Ruggins
		Vice-President, Financing and Treasury

	CIBC MELLON TRUST COMPANY COMPAGNIE TRUST CIBC MELLON
	By:	/s/ Pierre Tremblay
		Pierre Tremblay
		Senior Trust Officer, Fiduciary Services


	By:	/s/ Ernestine Reinhold
		Ernestine Reinhold
		Manager, Fiduciary Services

SCHEDULE C

FORM OF CANADIAN CUSIP GLOBAL SECURITY


BCM l -000 l (Canadian CUSIP Global Security)		CDN $ l
		CUSIP l

BELL CANADA

(INCORPORATED UNDER THE LAWS OF CANADA)


Date of Issue: l l , l		Maturity Date: l l , l

l % DEBENTURE, SERIES l , DUE l

Unless this certificate is presented by an authorized representative of The Canadian Depository for Securities Limited or its lawful successor (the “Depository”) to Bell Canada or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & Co., or in such other name as is requested by an authorized representative of the Depository (and any payment is made to CDS & Co. or to such other entity as requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, CDS & Co., has an interest herein. This certificate is issued pursuant to a Master Letter of Representations of Bell Canada to the Depository as such letter may be replaced or amended from time to time.

This Debenture is a Global Certificate (the “Canadian CUSIP Global Security”) within the meaning of the Indenture hereinafter referred to and is registered in the name of the nominee of the Depository. Except as otherwise provided in the Indenture, this Canadian CUSIP Global Security may be transferred in whole, but not in part, only to another nominee of The Canadian Depository for Securities Limited or to a successor depository or to a nominee of such successor depository.

CUSIP l

BELL CANADA, for value received, promises to pay to the order of:

CDS & CO.

at maturity (or on such earlier date as the principal sum of this Debenture may become payable in accordance with the terms of the Indenture) the principal sum set forth in the attached Schedule I (together with such further sum, if any, as may be payable by way of premium) upon presentation and surrender of this Debenture at the principal office of the Registrar appointed pursuant to the Indenture in any of the cities of Montréal and Toronto, or at any other place as may be designated from time to time by Bell Canada, and, if applicable, to pay interest (less any tax required to be deducted) on the principal amount of this Debenture in accordance with and subject to the following terms:


Interest rate per annum:		l %

Interest payment dates:		l l , l and l l , l

Other features:		l

The principal amount of the l % Debentures, Series l , Due l l , l (the “ Series l Debentures ”) represented from time to time by this Canadian CUSIP Global Security is set forth in Schedule I which forms an integral part hereof. This Canadian CUSIP Global Security is one of two Global Certificates (the other one being a 144A CUSIP Global Security in the initial principal amount of Cdn. $ l ), the aggregate principal amount of which two Global Certificates may not exceed l Million Canadian Dollars (Cdn $ l ), being the initial aggregate principal amount of the Series l Debentures. Upon compliance with the conditions set forth in the Indenture, the principal amount of the Series l Debentures, represented by this Canadian CUSIP Global Security, may be increased by an amount equal to the amount of the corresponding decrease of the principal amount of Series l Debentures represented by the 144A CUSIP Global Security and vice-versa, with the adjustments to such principal amount recorded in Schedule I on behalf of Bell Canada and signed by a duly authorized representative thereof.

IN WITNESS WHEREOF Bell Canada has caused this Canadian CUSIP Global Security to be executed by its duly authorized officers and dated as of its date of issue.

CUSIP l

DATED as of this l day of l l

BELL CANADA


By:		By:
	Authorized Officer		Authorized Officer

This Debenture is subject to a trust indenture dated as of November 28, 1997, as it may be supplemented from time to time including by the first supplemental trust indenture dated as of July 12, 1999 (which indenture and supplemental indenture, together with all indentures supplemental thereto, are herein referred to as the “Indenture”) made between Bell Canada and CIBC Mellon Trust Company, as trustee (herein called the “Trustee”), to which Indenture reference is expressly made for a statement of the respective rights thereunder of the holders of Debentures, the Trustee and Bell Canada and of the terms and conditions upon which the Debentures are, and are to be, authenticated and delivered, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the holders of Debentures by acceptance hereof assent.

This Debenture shall not become valid or obligatory for any purpose until it shall have been authenticated by or on behalf of the Registrar appointed pursuant to the Indenture.

CUSIP l

l l

REGISTRAR’S AUTHENTICATION
AUTHENTICATED FOR AND ON BEHALF OF BELL CANADA
CIBC MELLON TRUST COMPANY
TRUSTEE AND REGISTRAR



	By
	AUTHORIZED OFFICER

DATE OF AUTHENTICATION: l l , l

TRANSFER

FOR VALUE RECEIVED,

______________ hereby assign(s) and transfer(s) unto _________ the within Debenture, together with the principal thereof and all accrued interest thereon, if any, by irrevocably constituting and appointing _______ to transfer such Debenture on the Securities register of Bell Canada, with full power of substitution in the premises.

Dated_______

In the presence of _____________________




	SIGNATURE

Transferee’s social insurance number (if applicable): _____________________

SCHEDULE I
TO THE CANADIAN CUSIP GLOBAL SECURITY NO. BCM l -000 l

CUSIP l

BELL CANADA

l % Debenture, Series l , Due l


			Adjusted
	Initial aggregate	Increase-	aggregate
Date	principal amount	(Decrease)	principal amount	Authorization
l l , l	$ l	l	l	l

SCHEDULE D

FORM OF 144A CUSIP GLOBAL SECURITY


BCM l -000 l (144A CUSIP Global Security)		CDN $ l
		CUSIP l

BELL CANADA

(INCORPORATED UNDER THE LAWS OF CANADA)


Date of Issue: l l , l		Maturity Date: l l , l

l % DEBENTURE, SERIES l , DUE l

This Debenture is a Global Certificate (the “144A CUSIP Global Security”) within the meaning of the Indenture hereinafter referred to and is registered in the name of the nominee of the Depository. Except as otherwise provided in the Indenture, this 144A CUSIP Global Security may be transferred in whole, but not in part, only to another nominee of The Canadian Depository for Securities Limited or to a successor depository or to a nominee of such successor depository.

CUSIP l

BELL CANADA, for value received, promises to pay to the order of:

CDS & CO.


Interest rate per annum:		l %

Interest payment dates:		l l , l and l l , l

Other features:		l

The principal amount of the l % Debentures, Series l , Due l (the “ Series l Debentures ”) represented from time to time by this 144A CUSIP Global Security is set forth in Schedule I which forms an integral part hereof. This 144A CUSIP Global Security is one of two Global Certificates (the other one being a Canadian CUSIP Global Security in the initial principal amount of Cdn. $ l ), the aggregate principal amount of which two Global Certificates may not exceed l Million Canadian Dollars (Cdn. $ l ), being the initial aggregate principal amount of the Series l Debentures. Upon compliance with the conditions set forth in the Indenture, the principal amount of the Series l Debentures, represented by this 144A CUSIP Global Security, may be decreased by an amount equal to the amount of the corresponding increase of the principal amount of Series l Debentures, represented by the Canadian CUSIP Global Security and vice-versa, with the adjustments to such principal amount recorded in Schedule I on behalf of Bell Canada and signed by a duly authorized representative thereof.

CUSIP l

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BELL CANADA THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO BELL CANADA, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE 1933 ACT, OR (2) RULE 144 UNDER THE 1933 ACT, IF APPLICABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY”, IN SETTLEMENT OF TRANSACTIONS. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM CIBC MELLON TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO CIBC MELLON TRUST COMPANY AND BELL CANADA, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.

IN WITNESS WHEREOF Bell Canada has caused this 144A CUSIP Global Security to be executed by its duly authorized officers and dated as of its date of issue.

DATED as of this l day of l l

BELL CANADA


By:		By:
	Authorized Officer		Authorized Officer

CUSIP l

This Debenture shall not become valid or obligatory for any purpose until it shall have been authenticated by or on behalf of the Registrar appointed pursuant to the Indenture.

l l

CUSIP l

REGISTRAR’S AUTHENTICATION
AUTHENTICATED FOR AND ON BEHALF OF BELL CANADA
CIBC MELLON TRUST COMPANY
TRUSTEE AND REGISTRAR



	By
	AUTHORIZED OFFICER

DATE OF AUTHENTICATION: l l , l

TRANSFER

FOR VALUE RECEIVED,

_______ hereby assign(s) and transfer(s) unto _______ the within Debenture, together with the principal thereof and all accrued interest thereon, if any, by irrevocably constituting and appointing _______ to transfer such Debenture on the securities register of Bell Canada, with full power of substitution in the premises.

Dated_______

In the presence of _______




	SIGNATURE

Transferee’s social insurance number (if applicable): _____________________

SCHEDULE I
TO THE 144A CUSIP GLOBAL SECURITY NO. BCM • -000 •

CUSIP l

BELL CANADA

l % Debenture, Series l , Due l


			Adjusted
	Initial aggregate	Increase-	aggregate
Date	principal amount	(Decrease)	principal amount	Authorization
l l , l	$ l	l	l	l

SCHEDULE E

INSTRUCTIONS FOR THE TRANSFER OF SECURITIES

Bell Canada

Set forth below are the instructions to be followed by CIBC Mellon Trust Company/ Compagnie Trust CIBC Mellon, as trustee (the “Trustee”) of the Securities of Bell Canada (the “Corporation”) to be issued from time to time under the 1997 Original Trust Indenture, as supplemented from time to time including the First Supplemental Trust Indenture bearing formal date of July 12, 1999, (collectively, the “Trust Indenture”) in connection with:

	(A)		transfers of Physical Securities bearing the United States Securities Act of 1933, as amended (the “1933 Act”), legend (the “U.S. Legend”) set forth in paragraph 2 below (the “Legended Physical Securities”) or Securities in book-entry only form under the Depository System (the “144A CUSIP Global Securities”) bearing the U.S. Legend and a restricted CUSIP number (the “144A CUSIP”) to a person outside the United States in compliance with Rule 904 of Regulation S under the 1933 Act;

	(B)		transfers of the Legended Physical Securities other than in the manner described in clause (A) or transfers of the 144A CUSIP Global Securities in compliance with Rule 144 under the 1933 Act; or

	(C)		transfers of Securities sold in Canada to Canadian residents (the “Canadian CUSIP Global Securities”) to U.S. persons in compliance with Rule 144A of the 1933 Act.

Initially, all Securities of any series of Securities sold on or after July 12, 1999 in the United States under Rule 144A will be in book-entry only form and issued in the form of fully registered global Securities held by The Canadian Depository for Securities Limited or a successor Depository in Canada and will bear the U.S. Legend and a 144A CUSIP which will be different from the CUSIP number (the “Canadian CUSIP”) borne by Canadian CUSIP Global Securities of the same series and will be substantially in the form of Schedule D to the Trust Indenture.

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1.		Transfers of Legended Physical Securities in compliance with Rule 904 of Regulation S

		Upon surrender for registration of transfer of any Legended Physical Security certificate at an authorized office of the Trustee by a person who sold the Securities represented thereby in compliance with Rule 904 of Regulation S under the 1933 Act, the Trustee shall authenticate, register and deliver in the name of the transferee a new Security certificate without the U.S. Legend representing the number of Securities so transferred, *provided* that the transferor has delivered (by facsimile transmission or otherwise) to the Trustee and the Corporation a duly executed declaration in the following form:

		“To: CIBC MELLON TRUST COMPANY -

		COMPAGNIE TRUST CIBC MELLON

		To: BELL CANADA

		The undersigned (A) acknowledges that the sale of Securities, represented by certificate number(s) _______, to which this certificate relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of Bell Canada, (2) the offer of such Securities was not made to a person in the United States, and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, and (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such Securities. Terms used herein have the meanings given to them by Regulation S.


Name of the Transferor:


By:


By:


Dated:		”

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2.		Transfers of Legended Physical Securities other than in the manner described in Paragraph 1 above

		Upon surrender for registration of transfer of any Legended Physical Security at an authorized office of the Trustee, the Trustee shall authenticate, register and deliver in the name of the transferee a new Security certificate with the U.S. Legend in the following form printed on the face thereof representing the aggregate number of Securities so transferred:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BELL CANADA THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO BELL CANADA, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE 1933 ACT OR (2) RULE 144 UNDER THE 1933 ACT, IF APPLICABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM CIBC MELLON TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO CIBC MELLON TRUST COMPANY AND BELL CANADA, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT”;

provided , however, that the Trustee shall authenticate, register and deliver in the name of such transferee a new Security certificate without the U.S. Legend representing the number of Securities so transferred, provided that the transferor has delivered to the Trustee and the Corporation an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that the Securities are being resold under Rule 144 of the 1933 Act and that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or state securities laws.

- 4 -

3.		Transfers of 144A CUSIP Global Securities in compliance with Rule 904 of Regulation S

		If, at any time, an owner of a beneficial interest in a 144A CUSIP Global Security deposited with the Depository wishes to transfer its interest in such 144A CUSIP Global Security in compliance with Rule 904 of Regulation S under the 1933 Act, the Trustee shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount of the applicable global Security bearing the 144A CUSIP and to increase or cause to be increased the aggregate principal amount of the applicable Canadian CUSIP Global Security by the principal amount of the beneficial interest in the 144A CUSIP Global Security to be transferred, to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Canadian CUSIP Global Security equal to the reduction in the aggregate principal amount of the applicable 144A CUSIP Global Security, and to debit, or cause to be debited, from the account of the person making such transfer the beneficial interest in the 144A CUSIP Global Security that is being transferred, *provided* that the transferor of the beneficial interest in the 144A CUSIP Global Security has delivered (by facsimile transmission or otherwise) to the Trustee and the Corporation a duly executed declaration in the following form:

		“To: CIBC MELLON TRUST COMPANY -

		COMPAGNIE TRUST CIBC MELLON

		To: BELL CANADA

		The Undersigned (A) certifies it owns $______ aggregate principal amount of the Securities represented by a beneficial interest in a global security bearing a legend and a related CUSIP number restricting transfer that reflects its issuance as a global security sold under Rule 144A of the 1933 Act, (B) acknowledges that the sale of Securities to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (C) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of Bell Canada, (2) the offer of such Securities was not made to a person in the United States, and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, and (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such Securities. Terms used herein have the meanings given to them by Regulation S.

- 5 -


	Name of the Transferor:


	By:


	By:


	Date:

4.		Transfers of 144A CUSIP Global Securities in compliance with Rule 144 under the 1933 Act

		If, at any time, an owner of a beneficial interest in a 144A CUSIP Global Security deposited with the Depository wishes to transfer its beneficial interest in such 144A CUSIP Global Security under Rule 144 under the 1933 Act, the Trustee shall instruct the Depository to reduce the principal amount of the 144A CUSIP Global Security, and to increase the principal amount of the Canadian CUSIP Global Security, by the principal amount of the beneficial interest in the 144A CUSIP Global Security to be so transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Canadian Global CUSIP Security equal to the reduction in the aggregate principal amount of the applicable 144A CUSIP Global Security, and to debit, or cause to be debited, from the account of the person making such transfer the beneficial interest in the 144A CUSIP Global Security that is being transferred, provided that the transferor of the beneficial interest in the 144A CUSIP Global Security has delivered to the Trustee and the Corporation an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such Securities are being resold under Rule 144 and under applicable requirements of the 1933 Act or state securities laws.

5.		Transfers of Canadian CUSIP Global Securities in compliance with Rule 144A of the 1933 Act

		If, at any time, but subject to the last paragraph of this paragraph 5, an owner of a beneficial interest in a Canadian CUSIP Global Security deposited with the Depository wishes to transfer its interest in such Canadian CUSIP Global Security in compliance with Rule 144A of the 1933 Act, the Trustee shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount of the applicable Canadian CUSIP

- 6 -

		Global Security and to increase or cause to be increased the aggregate principal amount of the applicable 144A CUSIP Global Security by the principal amount of the beneficial interest in the Canadian CUSIP Global Security to be transferred, to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the 144A CUSIP Global Security equal to the reduction in the aggregate principal amount of the applicable Canadian CUSIP Global Security, and to debit, or cause to be debited, from the account of the person making such transfer the beneficial interest in the Canadian CUSIP Global Security that is being transferred, provided that the transferee has delivered (by facsimile transmission or otherwise) to the Trustee and to the Corporation a duly executed declaration in the following form:

		“To: CIBC MELLON TRUST COMPANY -

		COMPAGNIE TRUST CIBC MELLON

		To: BELL CANADA

		In connection with the purchase by the undersigned purchaser (the “Purchaser”) of Medium Term Debentures (the “Securities”) of Bell Canada (the “Corporation”), the Purchaser or the undersigned on behalf of the Purchaser, as the case may be, hereby certifies and agrees for the benefit of each of you that:

1.		The Purchaser is a “qualified institutional buyer” as defined in Rule 144A (“Rule 144A”) under the United States Securities Act of 1933 (the “1933 Act”) because the Purchaser either:

		(check one of the following categories)

	[ ] (1)		is a dealer registered under Section 15 of the United States Securities Exchange Act of 1934 and, as of the end of the Purchaser’s most recent fiscal year, owned and invested on a discretionary basis an aggregate of not less than U.S. $10,000,000 in securities of issuers not affiliated with it, which securities do not include any unsold allotment to or subscription by the Purchaser as a participant in a public offering; or

	[ ] (2)		is an investment company registered under the United States Investment Company Act of 1940 and, as of the end of the Purchaser’s most recent fiscal year, it, alone or in the aggregate with other investment companies having the same investment adviser, owned and invested on a discretionary basis an aggregate of not less than U.S. $100,000,000 in securities of issuers not affiliated with it or with such other investment companies; or

- 7 -

[ ] (3)

is a _____________________________ [specify nature of entity, such as insurance company, employee benefit plan, collective or master bank trust fund, etc.] and qualified institutional buyer other than a dealer or an investment company and, as of the end of the Purchaser’s most recent fiscal year, owned and invested on a discretionary basis an aggregate of not less than U.S. $100,000,000 in securities of issuers not affiliated with it.

2.		The Purchaser has calculated the amount of securities owned or invested referred to above in accordance with Rule 144A.

3.		If the Purchaser is an investment company, the investment adviser named below is the investment adviser to the Purchaser and the person signing on behalf of the investment adviser is an executive officer of the investment adviser.

4.		The person signing on behalf of the Purchaser is the chief financial officer or other executive officer of the Purchaser.

5.		The Purchaser is aware that the Securities have not been and will not be registered under the 1933 Act and that the sale to it of the Securities is being made in reliance on the exemption from such registration provided by Rule 144A, and the Purchaser certifies that: (a) it is and will be acquiring the Securities for its own account or for the account of another qualified institutional buyer; and (b) it has received all information, financial and other, with respect to the Corporation which it has requested and to which it is entitled under the provisions of paragraph (d)(4) of Rule 144A.

6.		The Purchaser acknowledges that the Securities are “restricted securities” for the purposes of the 1933 Act and agrees that if it decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such securities, directly or indirectly, unless (a) the sale is to Bell Canada, (b) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, or (c) the sale is made inside the United States in accordance with (i) Rule 144A to a person that the seller reasonably believes is a qualified institutional buyer that is purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if applicable.

- 8 -

The Purchaser understands that all certificates representing Securities sold in the United States will bear a legend to the following effect:

- 9 -




			Print name of Purchaser



DATE: ______________________	By:
		Name
		Title

AND,


		if the Purchaser is an investment company, fill in below:

		Print name of Investment adviser


		as investment adviser to the Purchaser, with respect to numbered paragraphs 1 (2), 2 and 3 only
By:
	Name
	Title

Notwithstanding the foregoing, in the event that all beneficial interests in the 144A CUSIP Global Security have been transferred in compliance with the provisions of this Schedule E with the result that beneficial interests in such 144A CUSIP Global Security no longer exist, the Trustee shall immediately cancel the 144A CUSIP Global Security and no new 144A CUSIP Global Security shall, thereafter, be permitted to be re-issued with respect to the same series of Securities.

Exhibit 7.3

Dated as of February 1, 2007

BELL CANADA

and

BCE INC.

and

CIBC MELLON TRUST COMPANY —
COMPAGNIE TRUST CIBC MELLON
Trustee

SECOND SUPPLEMENTAL

TRUST INDENTURE

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE made as of February 1, 2007.


BETWEEN:		BELL CANADA , a corporation incorporated under the laws of Canada

		(the “ Corporation ”)

		— and —

		BCE INC ., a corporation incorporated under the laws of Canada

		(the “ Guarantor ”)

		— and —

		CIBC Mellon Trust Corporation , a corporation governed by the Trust and Loan Companies Act (Canada)

		(the “ Trustee ”)

RECITALS:

A.		The Corporation currently has Securities, Series M2, M3, M7, M10, M11, M12, M13, M14, M16, M17, M18, M19 (the “ Subject Debentures ”), issued and outstanding pursuant to a trust indenture between the Corporation and the Trustee dated as of November 28, 1997, as from time to time supplemented, modified or changed (the “ Original Trust Indenture ”);

B.		The Guarantor directly and indirectly owns 100% of the issued and outstanding shares in the capital of the Corporation;

C.		It is in the best interest of the Corporation and the Guarantor that the Guarantor provides the Trustee with a guarantee in connection with the Corporation’s payment obligations to the Trustee and to the Debentureholders rateably under: (i) the Subject Debentures and the Original Trust Indenture, and (ii) unless a supplemental trust indenture creating and establishing the terms of any subsequent series of Debentures provides otherwise, each Debenture of any series hereinafter issued in accordance with the terms of the Original Trust Indenture (collectively and individually referred to herein as the “ Guaranteed Obligations ”);

D.		Section 8.01 of the Original Trust Indenture provides, among other things, that the Corporation, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Original Trust Indenture, in form satisfactory to the Trustee, for the purpose of, inter alia , benefiting the Holders of the Securities to provide for any security for or guarantee of

		the Securities, or for any other purpose not inconsistent with the terms of the Original Trust Indenture, provided that, in the opinion of the Trustee, the rights of the Trustee or of the Holders of the Securities are not adversely affected in any material respects.

E.		All necessary matters and things have been done and performed by the Corporation and the Guarantor to authorize the execution and delivery of this Second Supplemental Trust Indenture and to make this Second Supplemental Trust Indenture legal, valid and binding upon the Corporation and the Guarantor subject to the terms of the Original Trust Indenture and this Second Supplemental Indenture; and

F.		The foregoing recitals are made as representations and statements of fact by the Corporation or the Guarantor, as the case may be, and not by the Trustee.

NOW THEREFORE THIS SECOND SUPPLEMENTAL TRUST INDENTURE WITNESSETH that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Guarantor covenants, acknowledges, represents and warrants in connection with the Guaranteed Obligations in favour of the Trustee and the Debentureholders rateably, and it is hereby agreed and declared by all parties to this Second Supplemental Trust Indenture, as follows:

ARTICLE 1
Indenture Supplemental
to the Original Trust Indenture

1.1		Part of Original Trust Indenture — This Second Supplemental Trust Indenture is declared to be supplemental to the Original Trust Indenture and is to form part of and shall have the same effect as though incorporated in the Original Trust Indenture. The Original Trust Indenture is a part of these presents and is by this reference included herein with the same effect as though at length set forth herein.

1.2		Definition — In this Second Supplemental Trust Indenture, “Term” means the period beginning on the date hereof and ending on the date of the full payment and performance by either the Corporation or the Guarantor of all of the Guaranteed Obligations.

1.3		Capitalized Terms — All capitalized terms contained in this Second Supplemental Trust Indenture (including the Recitals hereto) unless otherwise defined herein, shall, for all purposes hereof, have their respective meanings as set out in the Original Trust Indenture, unless expressly stated otherwise or the context otherwise requires.

ARTICLE 2
Guarantee

2.1

Guarantee — The Guarantor hereby solidarily guarantees in favour of the Trustee and each of the Debentureholders the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations (the “ Guarantee ”);

2.2		Guarantee Unconditional — This Guarantee shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the Guaranteed Obligations or of any security therefore to which the parties thereto may hereafter agree, nor by any agreements or arrangements whatever with the Corporation or anyone else. The liability of the Guarantor hereunder is direct and unconditional and may be enforced without requiring the Trustee first to resort to any other right or security. The obligation of the Guarantor hereunder shall be irrevocable and unconditional irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of: (i) the legality, genuineness, validity, regularity or enforceability of this Guarantee or the liabilities of the Corporation guaranteed hereby; (ii) any provision of applicable law or regulation prohibiting the payment by the Corporation of the Guaranteed Obligations; or (iii) any other fact or circumstance which might otherwise constitute a defense to a guarantee including without limitation, the failure by the Trustee to perfect or continue the perfection of any security interest securing all or any part of the Guaranteed Obligations, the invalidity or unenforceability of any of the Guaranteed Obligations, or the release of any party guaranteeing all or a portion of the Guaranteed Obligations. The Guarantor confirms that in executing and delivering this Guarantee it has not relied on any representation, warranty or other statement or agreement by the Trustee. All recourses of the Trustee hereunder shall be exercised in accordance with its powers under the Original Trust Indenture.

2.3		Subrogation — The Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against the Corporation, nor any right of recourse to security for the Guaranteed Obligations, unless and until all Guaranteed Obligations have been finally and irrevocably paid in full.

2.4		Continuing Guarantee — This Guarantee is, as to the Guarantor, a continuing Guarantee which shall remain effective during the Term. During the Term, nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full payment and performance by either of the Corporation or the Guarantor of all of the Guaranteed Obligations. The obligations of the Guarantor under this Guarantee shall expire and be of no further force and effect, and, subject to Section 2.5, this Guarantee shall terminate, at the end of the Term.

2.5		Preferences — If any amount received by the Trustee from the Corporation in respect of the Guaranteed Obligations is thereafter returned by the Trustee, or its successors or assigns, to the Corporation, or to any trustee or receiver for the Corporation, whether by reason of the Corporation’s bankruptcy or otherwise, such amount shall, for purposes of the Guarantee, be deemed not to have been received by the Trustee, and the Guarantee shall be reinstated as to such amount.

2.6		Waivers — The Guarantor waives notice of acceptance hereof, presentment and protest of any instrument and notice thereof.

ARTICLE 3
Confirmation

3.1		Original Trust Indenture — The Corporation and Trustee hereby acknowledge and confirm that, except as specifically supplemented, modified or changed by the provisions of this Second Supplemental Trust Indenture, all of the terms and conditions contained in the Original Trust Indenture (as previously supplemented, modified or changed) are and shall remain in force and effect, unamended, in accordance with the provisions thereof. The matters provided for in this Second Supplemental Trust Indenture shall not prejudice any act or thing done prior to the date hereof and do not constitute novation.

3.2		Waiver, Modification — No provision of the Guarantee herein: (a) may be waived, except by an instrument in writing signed by the parties hereto; and (b) may be supplemented, modified or changed, except by supplemental trust indenture duly executed and delivered pursuant to Section 8.01(8) of the Original Trust Indenture signed by the parties hereto.

3.3		Successors and Assigns — The Guarantee as set forth in this Second Supplemental Trust Indenture and the rights and obligations associated therewith shall be binding upon the Guarantor and its successors and permitted assigns and shall enure to the benefit of Trustee and its successors and permitted assigns.

3.4		Applicable Law — This Second Supplemental Trust Indenture, including the Guarantee as set forth in herein, all acts and transactions hereunder, and the rights and obligations of the parties hereto, shall be governed, construed and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

ARTICLE 4
Notices

4.1

Any notice to be given to the Guarantor in connection with this Second Supplemental Trust Indenture shall be provided in the manner provided in Article Twelve of the Original Trust Indenture at the address hereinafter mentioned:


		BCE Inc.
		1000, rue de La Gauchetière West
		Suite 4100
		Montreal, Québec
		H3B 5H8

		Facsimile: (514) 391-3768
		Attention: Assistant General Counsel — Compliance

ARTICLE 5
Execution

5.1

Counterparts and Formal Date — This Second Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first written hereinabove.

[THE REMAINDER OF THIS PAGE HAS BEEN
INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.


BELL CANADA
By:	/s/ Michael Boychuk
	Name:	Michael Boychuk
	Title:	Senior Vice-President and Treasurer

By:
	Name:
	Title:

BCE INC.
By:	/s/ Michael Boychuk
	Name:	Michael Boychuk
	Title:	Senior Vice-President and Treasurer

By:
	Name:
	Title:

CIBC MELLON TRUST COMPANY
By:	/s/ Ernestine Reinhold
	Name:	Ernestine Reinhold
	Title:	Manager, Corporate Trust

By:	/s/ Pierre Tremblay
	Name:	Pierre Tremblay
	Title:	Assistant Manager, Corporate Trust

Exhibit 7.4

Dated as of April 17, 1996

BELL CANADA

and

MONTREAL TRUST COMPANY
— COMPAGNIE MONTRÉAL TRUST
Trustee

TRUST INDENTURE

PROVIDING FOR THE ISSUE OF
SUBORDINATED DEBENTURES

TABLE OF CONTENTS


Section	Page
Recitals

ARTICLE ONE
Interpretation

1.01 Definitions		2
1.02 Meaning of “outstanding” for Certain Purposes		4
1.03 Interpretation not Affected by Headings, etc		5
1.04 Applicable Law		5

ARTICLE TWO
Issue of Debentures

2.01 Limit of Issue		6
2.02 Series 1 Subordinated Debentures		6
2.03 Computation of Interest		6
2.04 Creation and Issue of Additional Debentures		6
2.05 Subordination		8
2.06 Debentures to Rank Pari Passu		8
2.07 Signing of Debentures		8
2.08 Certification by the Trustee or the Registrar		9
2.09 Interim Debentures		9
2.10 Issue in Substitution for Lost Debentures		9

ARTICLE THREE
Registration, Transfer, Exchange and Ownership of Debentures

3.01 Fully Registered Debentures		11
3.02 Coupon Debentures		11
3.03 Transferee Entitled to Registration		12
3.04 Exchange of Debentures		13
3.05 Charges for Registration, Transfer and Exchange		13
3.06 Register Open for Inspection		13
3.07 Limitation on Obligation to Effect Transfers or Exchanges		14
3.08 Ownership of Debentures and Coupons		14


Section	Page
ARTICLE FOUR
Redemption and Purchase of Debentures

4.01 Redemption of Debentures		16
4.02 Places of Payment		16
4.03 Selection for Redemption		16
4.04 Partial Redemption		16
4.05 Notice of Redemption		17
4.06 Payment of Redemption Price		17
4.07 Purchase of Debentures		17
4.08 Cancellation of Debentures		18

ARTICLE FIVE
Covenants of the Corporation

5.01 Payment of Principal, Premium and Interest		19
5.02 Offices for Notices, Payments and Registration of Transfer, Etc.		19
5.03 Provisions as to Paying Agents		20
5.04 Appointments to Fill Vacancies in Trustee’s Office		20
5.05 Trustee’s Remuneration and Expenses		21
5.06 Not to Accumulate Interest		21
5.07 Inspection of Books by Trustee		21
5.08 Performance of Covenants by Trustee		21
5.09 Annual Certificate of Compliance		22

ARTICLE SIX
Default and Enforcement

6.01 Events of Default		23
6.02 Acceleration on Default		25
6.03 Proceedings by the Trustee		26
6.04 Suits by Debentureholders		27
6.05 Application of Moneys Received by Trustee		27
6.06 Distribution of Proceeds		28
6.07 Immunity of Shareholders, etc.		28


Section	Page
ARTICLE SEVEN
Satisfaction and Discharge

7.01 Cancellation and Destruction		30
7.02 Non Presentation of Debentures and Coupons		30
7.03 Paying Agent to Repay Moneys Held		30
7.04 Repayment of Unclaimed Moneys to Corporation		31
7.05 Release from Covenants		31

ARTICLE EIGHT
Consolidation and Amalgamation

8.01 General Provisions		32
8.02 Status of Successor Corporation		33

ARTICLE NINE
Meetings of Debentureholders

9.01 Right to Convene Meeting		34
9.02 Notice		34
9.03 Chairman		34
9.04 Quorum		34
9.05 Power to Adjourn		35
9.06 Show of Hands		35
9.07 Poll		35
9.08 Voting		35
9.09 Regulations		36
9.10 Corporation and Trustee may be Represented		37
9.11 Powers Exercisable by Extraordinary Resolution		37
9.12 Powers Cumulative		39
9.13 Meaning of “Extraordinary Resolution”		39
9.14 Minutes		40
9.15 Instruments in Writing		40
9.16 Binding Effect of Resolutions		40
9.17 Serial Meetings		41

iii


Section	Page
ARTICLE TEN
Supplemental Indentures

10.01 Execution of Supplemental Indentures		43

ARTICLE ELEVEN
Concerning the Trustee

11.01 Trust Indenture Legislation		45
11.02 Rights and Duties of Trustee		45
11.03 Evidence, Experts and Advisers		46
11.04 Documents, Moneys, etc., Held by Trustee		47
11.05 Notices of Events of Default		47
11.06 Action by Trustee to Protect Interests		47
11.07 Trustee not Required to give Security		47
11.08 Protection of Trustee		47
11.09 Replacement of Trustee		48
11.10 Conflict of Interest		49
11.11 Fondé de Pouvoir		49
11.12 Acceptance of Trust		49

ARTICLE TWELVE
Notices

12.01 Notice to Debentureholders		50
12.02 Notice to the Trustee		50
12.03 Notice to the Corporation		51

ARTICLE THIRTEEN
Execution

13.01 Counterparts and Formal Date		52

THIS INDENTURE made as of April 17, 1996


BETWEEN:		BELL CANADA incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “Corporation”

		OF THE FIRST PART

		- and -

		MONTREAL TRUST COMPANY — COMPAGNIE MONTRÉAL TRUST, a trust company incorporated under the laws of Québec and having its head office in the City of Montréal in the Province of Québec, herein called the “Trustee”

		OF THE SECOND PART

Whereas the Corporation deems it necessary to borrow money for its corporate purposes and with a view to so doing desires to create and issue its subordinated debentures to be constituted in the manner hereinafter appearing and to be issued in one or more series from time to time;

And Whereas the Corporation is duly authorized to create and issue the subordinated debentures to be issued as herein provided;

And Whereas all things necessary have been done and performed to make the subordinated debentures when certified by the Trustee and issued as in this Trust Indenture provided valid, binding and legal obligations of the Corporation with the benefits and subject to the terms of the Trust Indenture;

And Whereas the Trustee has full power and authority to execute this Trust Indenture and to accept and execute the trusts herein imposed upon it;

Section 1.01

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

ARTICLE ONE
Interpretation

SECTION 1.01. Definitions. In this Trust Indenture, unless there is something in the subject matter or context inconsistent therewith:

“affiliate” means any person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Corporation. A person shall be presumed to be controlled by the Corporation if (i) in accordance with generally accepted accounting principles in Canada, its accounts are consolidated with those of the Corporation or it is accounted for by the equity method in the Corporation’s consolidated financial statements and (ii) the Corporation owns directly or indirectly securities representing 25% or more of the common equity of such person or possessing under ordinary circumstances more than 25% of the voting power of all securities entitled to elect directors, managers or trustees of such person.

“certificate of the Corporation” means a written certificate signed in the name of the Corporation by its chairman of the board, its president, a vice-president, its corporate secretary or any assistant corporate secretary;

“certified resolution” means a copy of a resolution certified by the corporate secretary or an assistant corporate secretary of the Corporation under its corporate seal to have been duly passed by the directors and to be in full force and effect on the date of such certification and also means a certificate or writing of any officer of the Corporation certified by the corporate secretary or an assistant corporate secretary of the Corporation under its corporate seal to have been duly made by the officer and to be in full force and effect on the date of such certification;

“Corporation” means the Party of the First Part and every successor company which shall have complied with the provisions of Article Eight;

“counsel” means a barrister or solicitor or firm of barristers and solicitors retained by the Trustee or retained by the Corporation and acceptable to the Trustee;

“Debentures” or “Subordinated Debentures” means the subordinated debentures or other debt security of the Corporation issued and certified hereunder and for the

Section 1.01

time being outstanding; “coupon Debentures” means subordinated debentures which are issued with interest coupons attached; “coupons” means the interest coupons attached or pertaining to coupon Debentures; “fully registered Debentures” means subordinated debentures without coupons which are registered as to principal and interest as hereinafter provided; “registered Debentures” means and includes fully registered Debentures and coupon Debentures registered as to principal only; and “unregistered Debentures” means subordinated debentures which are not so registered;

“Debentureholders” or “holders” means as regards registered Debentures the several persons for the time being entered in the registers hereinafter mentioned as holders thereof and as regards unregistered Debentures the bearers thereof for the time being;

“Debentureholders’ Request” means an instrument signed in one or more counterparts by the holder or holders of not less than 25% in principal amount of the Debentures outstanding for the time being, requesting the Trustee to take some action or proceeding specified therein;

“director” means a director or officer of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, whenever duly empowered, action by an officer of the Corporation or action by or a resolution of any committee of the board;

“event of default” has the meaning attributed to it in Section 6.01;

“extraordinary resolution” has the meaning attributed to it in Article Nine;

“person” means an individual, a corporation, a partnership, a trustee or an unincorporated organization; and pronouns have a similarly extended meaning;

“Registrar” means, if appointed, the registrar or registrars appointed by the Corporation with the approval of the Trustee;

“Senior Debt” means the principal of, premium, if any, interest on and all other amounts in respect of: (i) indebtedness, other than indebtedness represented by the Debentures issued pursuant to the provisions of this Trust Indenture, issued, assumed or guaranteed by the Corporation for borrowed money or for the deferred purchase price of property (including, without limitation, by means of acceptances, debt instruments and finance leases and any liability evidenced by bonds, debentures, notes or similar instruments); (ii) all other liabilities of the Corporation created, incurred,

Section 1.01

assumed or guaranteed by the Corporation; and (iii) renewals, extensions or refunding of any indebtedness referred to in (i) or (ii) of this definition, except, in each case, those which by their terms rank in right of payment equally with or subordinate to the Debentures;

“subsidiary” means any corporation the majority of the shares of capital stock of which at the time outstanding, having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of directors of such corporation, is owned directly or indirectly by the Corporation or by one or more of its other subsidiaries or by the Corporation in conjunction with one or more of its other subsidiaries;

“Trust Indenture”, “Indenture”, “herein”, “hereby”, “hereof” and similar expressions mean or refer to this indenture and include any and every indenture, deed or instrument supplemental or ancillary hereto; and the expressions “Article” and “section” followed by a number mean and refer to the specified Article or section of this indenture;

“Trustee” means the Party of the Second Part and its successors for the time being in the trusts hereby created;

“Wholly-Owned Subsidiary” means any corporation of which the Corporation or another Wholly-Owned Subsidiary owns all the outstanding equity securities and Funded Debt which such corporation may have issued, incurred, assumed or guaranteed, except shares necessary to qualify its directors;

“written order of the Corporation” means a written order signed in the name of the Corporation by its chairman of the board, its president, a vice-president, its corporate secretary or any assistant corporate secretary; and “written request of the Corporation” has a similar meaning;

words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

SECTION 1.02. Meaning of “outstanding” for Certain Purposes. Every Debenture certified and delivered by the Trustee or the Registrar hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the Trustee for cancellation or moneys for the payment thereof shall be set aside under Section 7.02 provided that:

Section 1.02

(1) Debentures which have been partially redeemed shall be deemed to be outstanding only to the extent of the unredeemed part of the principal amount thereof:

(2) where a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and

(3) for the purpose of any provision of this Trust Indenture entitling holders of outstanding Debentures to vote, sign consents, requisitions or other instruments or take any other action under this Trust Indenture, Debentures owned legally or equitably by the Corporation or any affiliate shall be disregarded except that:

(a) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition, instrument or other action only the Debentures which the Trustee knows are so owned shall be so disregarded; and

(b) Debentures so owned which have been pledged in good faith other than to the Corporation or any affiliate shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debentures in his discretion free from the control of the Corporation or any affiliate.

SECTION 1.03. Interpretation not Affected by Headings, etc. The division of this Trust Indenture into Articles and sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

SECTION 1.04. Applicable Law. This Trust Indenture and the Debentures and coupons shall be construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

Section 2.01

ARTICLE TWO
Issue of Debentures

SECTION 2.01. Limit of Issue. The aggregate principal amount of Debentures which may be authorized and outstanding at any one time hereunder is unlimited in aggregate principal amount. The Debentures may be issued in several series as herein provided.

SECTION 2.02. Series 1 Subordinated Debentures. The first series of Debentures authorized to be issued hereunder (sometimes referred to as “Series I Subordinated Debentures”) shall be in the aggregate principal amount, bear the rate of interest, be dated and mature and be subject to the terms and conditions as are provided in the First Supplemental Trust Indenture between the Corporation and the Trustee dated as of April 17, 1996.

SECTION 2.03. Computation of Interest.

(1) Fully registered Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures, shall bear interest from their respective dates or from the interest payment date next preceding the date of certification, whichever shall be the later, unless such date of certification be an interest payment date in which event such Debentures shall bear interest from such interest payment date.

(2) Coupon Debentures shall bear interest from their date. The coupons (if any) matured at the date of delivery by the Trustee of any coupon Debenture shall be detached therefrom and cancelled before delivery, unless such Debenture is being issued in exchange or in substitution for another Debenture (whether in interim or definitive form) and such matured coupons represent unpaid interest to which the holder of such exchanged or substituted Debenture is entitled.

SECTION 2.04. Creation and Issue of Additional Debentures

(1) The directors may from time to time authorize the creation of one or more subsequent series of Debentures hereunder. The Debentures of any such subsequent series (herein sometimes referred to as “additional Debentures”) may be limited to such aggregate principal amount, bear such date or dates, mature on such date or dates (and contain provisions for the extension or retraction of maturity date or dates), bear such rate or rates of interest, be in such denominations and forms, be redeemable at

Section 2.04

such prices, be entitled to the benefit of such covenants, purchase or sinking fund, amortization fund or analogous provisions, tax provisions, conversion rights and/or stock purchase rights, be payable as to principal, premium, if any, and interest at such time or times, at such place or places and in Canadian and/or such other currency or currencies and contain such other terms or provisions not inconsistent herewith as the directors may determine.

(2) Before the issue of any Debentures of any such subsequent series the Corporation shall execute and deliver to the Trustee an indenture supplemental hereto for the purpose of establishing the terms thereof and the forms and denominations in which they may be issued, together with a certified resolution authorizing the same, and the Trustee shall execute and deliver such supplemental indenture pursuant to Article Ten.

(3) Whenever any series of additional Debentures shall have been authorized as aforesaid the same may be from time to time executed by the Corporation and delivered to the Trustee and shall be certified by the Trustee or the Registrar and delivered by the Trustee or the Registrar to or to the order of the Corporation upon receipt by and deposit with the Trustee of the following:

(a) a certified resolution requesting certification and delivery of a specified principal amount of Debentures of such subsequent series;

(b) a certificate of the Corporation that it is not in default in the performance of any of its covenants herein contained and that it has complied with all the requirements of this Trust Indenture, and of any other instrument providing for the issuance of debt obligations of the Corporation, in connection with the issue of the Debentures of which certification is requested;

(c) such reports and certificates, if any, as may be required by any provision hereof to evidence compliance with any covenant restricting the issuance of indebtedness;

(d) a written order of the Corporation addressed to the Trustee or the Registrar for the certification and delivery of such Debentures; and

(e) an opinion of counsel that all requirements imposed by this Trust Indenture or by law in connection with the proposed issue of Debentures have been complied with.

Section 2.04

(4) No additional Debentures shall be certified or delivered hereunder if, to the knowledge of the Trustee, an event of default shall have occurred and be continuing.

SECTION 2.05. Subordination.

(1) In the event of insolvency or winding-up of the Corporation, the indebtedness evidenced by the Debentures issued pursuant to the provisions of this Trust Indenture will be subordinate in right of payment to the prior payment in full of all Senior Debt of the Corporation, whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed.

(2) Each holder of Debentures or coupons by his acceptance thereof agrees to and shall be bound by the subordination provided for in subsection (1) of this Section 2.05 and authorizes and directs the Trustee on his behalf to take such action, if any, as may be necessary or appropriate further to assure the same and appoints the Trustee his agent for such purpose.

SECTION 2.06. Debentures to Rank Pari Passu. All Debentures issued pursuant to the provisions of this Trust Indenture shall rank pari passu and be secured equally and rateable without discrimination, preference or priority whatever may be the actual date thereof or of the certification thereof or terms of issue of the same respectively, save only as to purchase or sinking fund, amortization fund or analogous provisions (if any) applicable to different series.

SECTION 2.07. Signing of Debentures. The Debentures shall be under the corporate seal of the Corporation or a reproduction thereof (which shall be deemed to be the corporate seal of the Corporation) and shall be signed by the chairman of the board of directors, the president or a vice-president and by the corporate secretary or the corporate treasurer of the Corporation and the coupons shall be signed by any one of the said officers. The signatures of such officers may be mechanically reproduced in facsimile and Debentures and coupons bearing such facsimile signatures shall be binding upon the Corporation as if they had been manually signed by such officers. Notwithstanding that any of the persons whose manual or facsimile signature appears on any Debenture or coupon as one of such officers may no longer hold office at the date of this Trust Indenture or at the date of such Debenture or coupon or at the date of certification and delivery thereof, any Debenture or coupon signed as aforesaid shall be valid and binding upon the Corporation.

Section 2.08

SECTION 2.08. Certification by the Trustee or the Registrar.

(1) No Debenture shall be issued or, if issued, shall be obligatory or entitle the holder to the benefit hereof until it has been certified by or on behalf of the Trustee or the Registrar in the form of the certificate set out in the Debentures or in some other form approved by the Trustee and such certification by the Trustee or the Registrar upon any Debenture shall be conclusive evidence as against the Corporation that the Debenture so certified has been duly issued hereunder and is a valid obligation of the Corporation and that the holder is entitled to the benefit hereof.

(2) The certificate of the Trustee or the Registrar on Debentures issued hereunder shall not be construed as a representation or warranty by the Trustee or the Registrar as to the validity of this Trust Indenture or of the Debentures (except the due certification thereof) and the Trustee or the Registrar shall in no respect be liable or answerable for the use made of the Debentures or any of them or of the proceeds thereof.

SECTION 2.09. Interim Debentures. Pending the delivery of definitive Debentures of any series, the Corporation may issue and the Trustee or the Registrar certify in lieu thereof interim Debentures, with or without coupons, in such forms and in such denominations and signed in such manner as the Trustee and the Corporation may approve, entitling the holders thereof to definitive Debentures of the said series when the same are ready for delivery. When so issued and certified, such interim Debentures shall, for all purposes, be deemed to be debentures and, pending the exchange thereof for definitive Debentures, the holders of the said interim Debentures shall be deemed to be Debentureholders and entitled to the benefit of this Trust Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Corporation shall have executed and delivered the definitive Debentures to the Trustee or the Registrar, the Trustee or the Registrar shall call in for exchange all interim Debentures that shall have been issued and forthwith after such exchange shall cancel the same together with all unmatured coupons (if any) pertaining thereto. No charge shall be made by the Corporation, the Trustee or the Registrar to the holders of such interim Debentures for such exchange thereof. All interest paid upon interim Debentures without coupons shall be noted thereon as a condition precedent to such payment unless paid by cheque to the registered holders thereof.

SECTION 2.10. Issue in Substitution for Lost Debentures.

(1) In case any of the Debentures issued and certified hereunder or coupons pertaining thereto shall become mutilated or be lost, destroyed or stolen, the

Section 2.10

Corporation in its discretion may issue and thereupon the Trustee or the Registrar shall certify and deliver a new Debenture or coupon of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Debenture or coupon or in lieu of and in substitution for such lost, destroyed or stolen Debenture or coupon and the new Debenture or coupon shall be in a form approved by the Trustee and shall be entitled to the benefit hereof and rank equally in accordance with its terms with all other Debentures or coupons issued or to be issued hereunder.

(2) The applicant for the issue of a new Debenture or coupon pursuant to this section shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Trustee or to the Registrar such evidence of ownership and of the loss, destruction or theft of the Debenture or coupon so lost, destroyed or stolen as shall be satisfactory to the Corporation and the Trustee or the Registrar in their discretion and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Corporation and the Trustee or the Registrar in their discretion, and shall pay the reasonable charges of the Corporation and the Trustee or the Registrar in connection therewith.

Section 3.01

ARTICLE THREE
Registration, Transfer, Exchange and Ownership of Debentures

SECTION 3.01. Fully Registered Debentures.

(1) With respect to each series of Debentures issuable as fully registered Debentures, unless otherwise provided in the supplemental indenture establishing the terms thereof, the Corporation shall cause to be kept by and at the principal office of the Trustee or the Registrar in the City of Montréal a register in which shall be entered the names and addresses of the holders of fully registered Debentures of such series and particulars of the Debentures held by them respectively. Unless otherwise provided as aforesaid, the Corporation shall also, with respect to each series of Debentures issuable as fully registered Debentures, cause to be provided by and at such principal office of the Trustee or the Registrar facilities for the exchange and transfer of fully registered Debentures, and by and at the principal offices of the Trustee or the Registrar in each of the cities of St. John’s (Newfoundland), Halifax, Charlottetown, Saint John (New Brunswick), Toronto, Winnipeg, Regina, Calgary and Vancouver facilities for the registration, exchange and transfer of fully registered Debentures. The Corporation may from time to time provide additional facilities for such registration, exchange and transfer at other offices of the Trustee or the Registrar or at other agencies.

(2) No transfer of a fully registered Debenture shall be valid unless made at one of such offices or other agencies by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee or the Registrar and upon compliance with such reasonable requirements as the Trustee or the Registrar may prescribe, nor unless the name of the transferee shall have been noted on the Debenture by the Trustee or the Registrar or other agent.

SECTION 3.02. Coupon Debentures.

(1) Coupon Debentures issued hereunder shall be negotiable and title thereto shall pass by delivery unless registered as to principal for the time being as hereinafter provided. Notwithstanding registration of coupon Debentures as to principal, the coupons when detached shall continue to be payable to bearer and title thereto shall pass by delivery.

Section 3.02

(2) With respect to each series of Debentures issuable as coupon Debentures registrable as to principal only, unless otherwise provided in the supplemental indenture establishing the terms thereof, the Corporation shall cause to be kept by and at the principal office of the Trustee or the Registrar in the City of Montréal a register in which holders of coupon Debentures of such series may register the same as to principal only and in which shall be entered the names and addresses of the holders of coupon Debentures of such series registered as to principal and particulars of the coupon Debentures so registered held by them respectively. Unless otherwise provided as aforesaid, the Corporation shall also, with respect to each series of Debentures issuable as coupon Debentures registrable as to principal only, cause to be provided by and at such principal office of the Trustee or the Registrar facilities for the exchange and transfer of such registered Debentures, and by and at the principal offices of the Trustee or the Registrar in each of the cities of St. John’s (Newfoundland), Halifax, Charlottetown, Saint John (New Brunswick), Toronto, Winnipeg, Regina, Calgary and Vancouver facilities for the registration, exchange and transfer of coupon Debentures registrable as to principal only. The Corporation may from time to time provide additional facilities for such registration, exchange and transfer at other offices of the Trustee or the Registrar or at other agencies. Such registration shall be noted on the Debentures by the Trustee or the Registrar or other agent.

(3) After such registration of a coupon Debenture no transfer thereof shall be valid unless made at one of such offices or other agencies by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee or the Registrar or other agent upon compliance with such reasonable requirements as the Trustee or the Registrar may prescribe, nor unless such transfer shall have been noted on the Debenture by the Trustee or the Registrar or other agent; but any such Debenture may be discharged from registry by being transferred to bearer, after which it shall again be transferable by delivery, but may again from time to time be registered and discharged from registry.

SECTION 3.03. Transferee Entitled to Registration. The transferee of a registered Debenture shall, after the appropriate form of transfer is lodged with the Trustee or the Registrar or other agent and upon compliance with all other conditions in that behalf required by this Trust Indenture or by law, be entitled to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Corporation and his transferor or any previous holder of such Debenture, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

Section 3.04

SECTION 3.04. Exchange of Debentures.

(1) Debentures in any authorized form or denomination may be exchanged upon reasonable notice for Debentures in any other authorized form or denomination, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.

(2) Debentures of any series may be exchanged only at the principal office of the Trustee or the Registrar in the City of Montréal or at such other place or places (if any) as may be specified in the Debentures of such series and at such other place or places (if any) as may from time to time be designated by the Corporation with the approval of the Trustee or the Registrar. Any Debentures tendered for exchange shall be surrendered to the Trustee or the Registrar together with all unmatured coupons (if any) and all matured coupons in default (if any) pertaining thereto. The Corporation shall execute and the Trustee or the Registrar shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures and coupons surrendered for exchange shall be cancelled.

SECTION 3.05. Charges for Registration, Transfer and Exchange.

(1) Unless otherwise provided in any supplemental indenture, for each Debenture exchanged, registered, transferred or discharged from registration the Trustee or the Registrar or other agent shall, if required by the Corporation, make a charge not exceeding $5 for its services and not exceeding $5 for each new Debenture issued (if any); provided that no charge to a Debentureholder shall be made hereunder: (a) for any exchange, registration, transfer or discharge from registration of any Debenture applied for within the period of two months from and including the date of such Debenture; or (b) for any exchange of any Debenture which has been issued under Section 2.08 or Section 4.04.

(2) Payment of any such charges and reimbursement of the Trustee or the Registrar or other agent or the Corporation for any transfer taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto.

SECTION 3.06. Register Open for Inspection. The register hereinbefore referred to shall at all reasonable times be open for inspection by the Corporation, the Trustee or any Debentureholder.

SECTION 3.07. Limitation on Obligation to Effect Transfers or Exchanges. Neither the Corporation nor the Trustee nor the Registrar nor any other agent shall be required (a) to make transfers or exchanges of fully registered Debentures of any series on any interest payment date for Debentures of that series of during the twenty-one preceding days, or (b) to make exchanges of Debentures of any series on the day of any selection by the Trustee or the Registrar of Debentures of that series to be redeemed or during the fifteen preceding days.

SECTION 3.08. Ownership of Debentures and Coupons.

(1) The person in whose name any registered Debenture is registered shall for all the purposes of this Trust Indenture be and be deemed to be the owner thereof and payment of or on account of the principal of and premium (if any) on such Debenture and, in the case of a fully registered debenture, interest thereon shall be made only to or upon the order in writing of such registered holder.

(2) The Corporation, the Trustee and the Registrar may deem and treat the bearer of any unregistered Debenture and the bearer of any coupon, whether or not the Debenture from which it has been detached shall be registered as to principal, as the absolute owner of such Debenture or coupon, as the case may be, for all purposes and neither the Corporation nor the Trustee nor the Registrar nor any other agent shall be affected by any notice to the contrary.

(3) Neither the Corporation nor the Trustee nor the Registrar nor any other agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Debenture and may transfer the same on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

(4) The registered holder for the time being of any registered Debenture and the bearer of any unregistered Debenture and the bearer of any coupon shall be entitled to the principal, premium (if any) and/or interest evidenced by such instruments respectively free from all equities or rights of set-off or counter-claim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and receipt of any such registered holder or bearer, as the case may be, for any such principal, premium or interest shall be a good discharge to the Corporation and the Trustee for the same and neither the Corporation nor the Trustee shall be bound to inquire into the title of any such registered holder or bearer.

(5) Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Trustee or the Registrar stating that the unregistered Debentures specified therein have been deposited by a named person with such bank, trust

Section 3.08

company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Trustee or the Registrar may treat the person so named as the owner, and such certificate as sufficient evidence of the ownership by such person during such period, of such Debentures, for the purpose of any Debentureholders’ Request, requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Debentures so deposited. The Corporation and the Trustee may treat the registered holder of any Debenture as the owner thereof without actual production of such Debenture for the purpose of any Debentureholders’ Request, requisition, direction, consent, instrument or other document as aforesaid.

Section 4.01

ARTICLE FOUR
Redemption and Purchase of Debentures

SECTION 4.01. Redemption of Debentures. The provisions of sections 4.02 to 4.08, inclusive, shall apply to Debentures of all series that are by their terms redeemable, unless otherwise provided in the supplemental indentures establishing the terms of Debentures of such series.

SECTION 4.02. Places of Payment. The redemption price shall be payable upon presentation and surrender of the Debentures to be redeemed with all unmatured coupons (if any) pertaining thereto at any of the places where the principal of such Debentures is expressed to be payable and at such other places (if any) as may be specified in the notice of redemption.

SECTION 4.03. Selection for Redemption. If less than all the outstanding Debentures of any one series are to be redeemed at any one time, the Trustee or the Registrar shall select the Debentures to be redeemed by lot in such manner (which may include random selection by electronic computer) as the Trustee or the Registrar shall deem equitable.

SECTION 4.04. Partial Redemption.

(1) Any part, being $1,000 or a multiple thereof, of a Debenture of a denomination in excess of $1,000 may be selected and called for redemption as hereinafter provided and all references in this Trust Indenture to redemption of Debentures shall be deemed to include redemption of any such part.

(2) The holder of any Debenture of which part only is redeemed shall, upon presentation of his said Debenture and upon receiving the moneys payable to him by reason of such redemption, surrender the said Debenture to the paying bank for transmission to the Trustee or the Registrar and the Trustee or the Registrar shall cancel the same and shall without charge forthwith certify and deliver or cause to be certified and delivered to the said holder a new Debenture or Debentures of the same series and maturity of aggregate principal amount equal to the unredeemed part of the principal amount of the Debenture so surrendered; or, at the option of such holder in the case of a fully registered Debenture, the Trustee or the Registrar shall return or cause to be returned this said Debenture to him after making notation thereon of the part of the principal amount thereof so redeemed.

Section 4.05

SECTION 4.05. Notice of Redemption. Notice of redemption of any Debentures shall be given to the holders of the Debentures which are to be redeemed, not more than 90 days nor less than 30 days prior to the date fixed for redemption, in the manner provided in Article Twelve. Every such notice shall specify the aggregate principal amount of Debentures called for redemption, the redemption date, the redemption price and the places of payment and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the redemption date. In addition, unless all the outstanding Debentures are to be redeemed, the notice of redemption shall specify the designations and maturities of the Debentures which are to be redeemed and, in case less than all the Debentures of any one series and maturity are to be redeemed, shall also specify:

(a) in the case of a notice mailed to a registered Debentureholder, the distinguishing letters and numbers of the registered Debentures which are to be redeemed (or of such thereof as are registered in the name of such Debentureholder);

(b) in the case of a published notice, the distinguishing letters and numbers of the unregistered Debentures which are to be redeemed or, if such unregistered Debentures are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the unregistered Debentures so selected; and

(c) in both cases, the principal amounts of such Debentures or, if any such Debenture is to be redeemed in part only, the principal amount of such part.

SECTION 4.06. Payment of Redemption Price. Upon notice being given as aforesaid the principal amount of the Debentures so called for redemption and the principal amount to be redeemed of the Debentures so called for redemption in part shall be and become due and payable at the redemption price, on the redemption date specified in such notice and with the same effect as if it were the date of maturity specified in such Debentures, and from and after such redemption date interest upon the principal amounts so becoming due and payable shall cease unless payment of the redemption price shall not be made on presentation for surrender of such Debentures and all unmatured coupons (if any) pertaining thereto at any of the places specified in Section 4.02 on or after the redemption date and prior to the setting aside of the redemption price pursuant to Article Seven.

SECTION 4.07. Purchase of Debentures. The Corporation shall have the right at any time and from time to time to purchase Debentures in the market, by tender or by private contract at prices not exceeding the redemption price applicable to

Section 4.07

redemptions of Debentures, for other than sinking fund purposes, at the time of purchase, plus accrued interest and costs of purchase.

SECTION 4.08. Cancellation of Debentures. Subject to the provisions of Section 4.04 as to Debentures redeemed in part, all Debentures redeemed or purchased by the Corporation under the provisions of this Article, with the unmatured coupons (if any) pertaining thereto, shall be forthwith delivered to and cancelled by the Trustee or the Registrar and shall not be reissued.

Section 5.01

ARTICLE FIVE
Covenants of the Corporation

SECTION 5.01. Payment of Principal, Premium and Interest. The Corporation hereby covenants and agrees that it will well, duly and punctually pay or cause to be paid to every holder of every Debenture issued hereunder the principal thereof, premium (if any) and interest accrued thereon (including, in case of default, interest on all amounts overdue at the rate specified therein) at the dates and places, in the currencies, and in the manner mentioned herein and in such Debentures and in the coupons, if any, pertaining thereto. Unless otherwise provided in the supplemental indenture creating a series of Debentures, as interest becomes due on each fully registered Debenture (except at maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture for payment) the Corporation, either directly or through the Trustee or any paying agent, shall send by prepaid ordinary mail a cheque for such interest (less any tax, if any, required to be withheld therefrom) payable to the order of the then registered holder of such Debenture and addressed to him at his last address appearing on the appropriate register, unless such holder otherwise directs. In the case of joint holders the cheque shall be made payable to the order of all such joint holders and if more than one address appears on the register in respect of such joint holding the cheque shall be mailed to the first address so appearing. The mailing of such cheque shall, to the extent of the sum represented thereby plus the amount of any tax withheld as aforesaid, satisfy and discharge the liability for interest on such Debenture, unless such cheque be not paid at par on presentation at one of the places where such interest is by the terms of such Debenture made payable. In the event of non-receipt of any cheque for interest by the person to whom it is sent as aforesaid, the Corporation will issue to such a person a replacement cheque for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction.

SECTION 5.02. Offices for Notices, Payments and Registration of Transfer, Etc. The Corporation will maintain in the City of Montreal, and in such other places as the directors of the Corporation shall designate from time to time, an office or agency where the Debentures may be presented for payment, an office or agency where the Debentures may be presented for registration of transfer, for exchange and for exercise of conversion rights (if any) as in this Trust Indenture provided and an office or agency where notices and demands to or upon the Corporation in respect of the Debentures or this Trust Indenture may be served. The Corporation will give to the Trustee written notice of the location of any such office or

Section 5.02

agency and of any change of location thereof. In case the Corporation shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Trustee in the City of Montréal.

SECTION 5.03. Provisions as to Paying Agents.

(a) The Corporation will cause any paying agent other than the Trustee which it may appoint to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.03.

(1) that it will hold all sums held by it as such agent for the payment of principal of and premium, if any, and interest on any of the Debentures in trust for the benefit of the holders of such Debentures; and

(2) that it will give the Trustee notice of any failure of the Corporation or any other obligor upon the Debentures to make any payment of the principal of and premium, if any, and interest on the Debentures when the same shall be due and payable.

(b) The Corporation covenants and agrees that, if it should at any time act as its own paying agent, it will so notify the Trustee and hold in trust or cause to be held in trust for the benefit of the holders of such Debentures all sums held by it as such agent for the payment of principal and premium, if any, and interest on any of the Debentures and will notify the Trustee of any default by it in the making of any such payment.

(c) anything in this Section 5.03 to the contrary notwithstanding, the Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Trust Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it and any paying agent hereunder, as required by this Section 5.03, such sums to be held by the Trustee upon the trusts herein contained.

(d) Anything in this Section 5.03 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.03 is subject to sections 7.03 and 7.04.

SECTION 5.04. Appointments to Fill Vacancies in Trustee’s Office. The Corporation, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint a Trustee, so that there shall at all times be a Trustee hereunder.

Section 5.05

SECTION 5.05. Trustee’s Remuneration and Expenses. The Corporation covenants that it will pay to the Trustee from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under the trusts hereof shall be finally and fully performed, except any such expense, disbursement or advance as may arise from its negligence or wilful default. After default all amounts so payable shall be payable out of any funds coming into the possession of the Trustee or its successors in the trusts hereunder in priority to any payment of the principal of or interest or premium on the Debentures.

SECTION 5.06. Not to Accumulate Interest. In order to prevent any accumulation after maturity of coupons or interest the Corporation covenants with the Trustee that it will not, unless otherwise provided in the supplemental indenture creating a series of Debentures or except with the approval of the Debentureholders expressed by extraordinary resolution, directly or indirectly extend or assent to the extension of time for payment of any coupons or interest payable hereunder or be a party to or approve any such arrangement by purchasing or funding any of said coupons or interest or in any other manner. In case the time for payment of any such coupons or interest shall be so extended, whether for a definite period or otherwise, such coupons or interest shall not be entitled in case of default hereunder to the benefit of these presents, except subject to the prior payment in full of the principal of and premium (if any) on all Debentures then outstanding and of all matured coupons and interest on such Debentures, the payment of which has not been so extended, and of all other moneys payable thereunder.

SECTION 5.07. Inspection of Books by Trustee. At any and all times, upon the written request of the Trustee, the Corporation will permit the Trustee, by its agents and attorneys, to make reasonable examinations of the books of account, records, reports and other papers of the Corporation and to take copies and extracts therefrom.

SECTION 5.08. Performance of Covenants by Trustee. If the Corporation shall fail to perform any of its covenants contained in this Trust Indenture the Trustee may notify the Debentureholders of such failure on the part of the Corporation or may itself perform any of said covenants capable of being performed by it, but subject to Section 6.03 and Section 11.02 shall be under no obligation to do so or to notify the Debentureholders. All sums so expended or advanced by the Trustee shall be repayable

Section 5.09

as provided in Section 5.05. No such performance or advance by the Trustee shall be deemed to relieve the Corporation of any default hereunder.

SECTION 5.09. Annual Certificate of Compliance. Within 120 days after the end of each fiscal year of the Corporation, and at any other time if requested by the Trustee, the Corporation shall furnish the Trustee with a certificate of the Corporation stating that in the course of the performance by the signers of their duties as officers or directors of the Corporation they would normally have knowledge of any default by the Corporation in the performance of its covenants under this Trust Indenture or of any event of default under Article Six and certifying that the Corporation has complied with all covenants, conditions or other requirements contained in this Trust Indenture non-compliance with which would, with notification or with the lapse of time or otherwise, constitute an event of default hereunder, or, if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply.

In addition, on becoming aware at any time of any event of default of the nature specified in subsection (f) of Section 6.01 the Corporation will promptly notify the Trustee.

Section 6.01

ARTICLE SIX
Default and Enforcement

SECTION 6.01. Events of Default. If and when any one or more of the following events (herein sometimes called “events of default”) shall happen and be continuing, that is to say:—

(a) default shall be made in the due and punctual payment of the principal of or premium, if any, on any Debenture when and as the same shall become due and payable, whether at maturity or otherwise;

(b) default shall be made in the due and punctual payment of any installment of interest on any Debenture when and as such interest installment shall become due and payable as in such Debenture or in this Trust Indenture or any indenture supplemental hereto expressed, and any such default shall have continued for a period of 90 days;

(c) default shall be made in the payment of any purchase or sinking fund, amortization fund or analogous fund installment on any Debenture as and when the same shall become due and payable, and such default shall have continued for a period of 30 days;

(d) default shall be made by the Corporation in the performance or observance of any other of the covenants, agreements or conditions on its part in this Trust Indenture or any indenture supplemental hereto or in the Debentures contained and such default shall have continued for a period of 90 days after written notice to the Corporation by the Trustee specifying such default and requiring it to be remedied and stating that such a notice is a “Notice of Default” hereunder or after written notice to the Corporation and to the Trustee by the holders of not less than 25% in principal amount of Debentures at the time outstanding (excluding Debentures of any series not entitled to the benefits of such covenant, agreement or condition); or

(e) the Corporation shall make an assignment for the benefit of creditors, or shall file a petition in bankruptcy; or the Corporation shall be adjudicated insolvent or bankrupt, or shall petition or shall apply to any court having jurisdiction in the premises for the appointment of a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation; or the Corporation shall commence any proceeding relating to

Section 6.01

the Corporation or any substantial portion of the property of the Corporation under any insolvency reorganization, arrangement, or readjustment of debt, dissolution, winding-up, adjustment, composition or liquidation law or statute of any jurisdiction, whether now or hereafter in effect (hereinafter in this subsection (e) called “Proceeding”); or if there shall be commenced against the Corporation any Proceeding and an order approving the petition shall be entered, or such Proceeding shall remain undischarged for a period of 60 days; or a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation shall be appointed and shall not be discharged within a period of 60 days; or the Corporation by any act shall indicate consent to or approval of or acquiescence in any Proceeding or the appointment of a receiver, trustee, liquidator or sequestrator of, or for, the Corporation or any substantial portion of the property of the Corporation, provided that a resolution or order for winding-up the Corporation with a view to its consolidation, amalgamation or merger with another company or the transfer of its assets as a whole, or substantially as a whole, to such other company as provided in Section 8.01 shall not make the rights and remedies herein enforceable under this subsection (e) of Section 6.01 if such last-mentioned company shall, as a part of such consolidation, amalgamation, merger or transfer, and within 60 days from the passing of the resolution or the date of the order, comply with the conditions to that end stated in Section 8.01;

then, and in each and every such case, unless the principal of all of the Debentures shall have already become due and payable, the Trustee or the holders of not less than 25% in aggregate principal amount of Debentures at the time outstanding hereunder may declare the principal amount of all Debentures and interest thereon and other moneys payable hereunder to be immediately due and payable; and upon any such declaration the same shall become and be immediately due and payable, anything in this Trust indenture or in any of the Debentures contained to the contrary notwithstanding. Any such declaration by the Trustee may be made by notice in writing to the Corporation, and such declaration by the holders of not less than 25% in principal amount of Debentures at the time outstanding may be made by a Debentureholders’ Request. The right of the Trustee or of the holders of not less than 25% in principal amount of Debentures at the time outstanding to make any such declaration as aforesaid, however, is subject to the condition that, if at any time after the principal of the Debentures shall have been so declared due and payable and prior to the date of maturity thereof as stated in the Debentures and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or deposit with the Trustee a sum sufficient to pay all arrears of interest upon all such Debentures and the principal of

Section 6.01

and premium, if any, on any and all Debentures which shall have become due otherwise than by acceleration (with interest, if and to the extent permitted by law, at the rate specified in such Debentures on any overdue installment of interest, and on such principal and premium, if any, at the rate borne by the Debentures, to the date of such payment or deposit) and the reasonable compensation, expenses, costs, liabilities and advances of the Trustee, its agents and attorneys, and all defaults as aforesaid (other than the payment of principal, premium, if any, and accrued interest which has been so declared due and payable) shall have been remedied to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall be made therefore, then, and in every such case, such default and its consequences may be waived and such declaration rescinded by the holders of more than 50% in principal amount of the Debentures at the time outstanding, but no such waiver shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon.

In case the Trustee shall have proceeded to enforce any right under this Trust Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason shall have been determined adversely to the Trustee, then and in every such case the Corporation and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and power of the Corporation and the Trustee shall continue as though no such proceedings had been taken.

SECTION 6.02. Acceleration on Default. In case any event of default hereunder has occurred, the Trustee may in its discretion and shall upon receipt of a Debentureholders’ Request declare the principal of and interest on all Debentures then outstanding and other moneys payable hereunder to be due and payable and the same shall forthwith become immediately due and payable to the Trustee on demand, anything therein or herein to the contrary notwithstanding, and the Corporation shall on such demand forthwith pay to the Trustee for the benefit of the Debentureholders the principal of and accrued and unpaid interest and interest on amounts in default on such Debentures (and, where such a declaration is based upon a voluntary winding-up or liquidation of the Corporation, the premium (if any) on the Debentures then outstanding which would have been payable upon the redemption thereof by the Corporation, other than through sinking fund operations, on the date of such declaration) and all other moneys payable thereunder together with subsequent interest thereon at the rates borne by the Debentures from the date of the said declaration until payment is received by the Trustee, such subsequent interest to be payable at the times and places and in the moneys mentioned in and according to the tenor of the Debentures and coupons. Such payment when made shall be deemed to

Section 6.02

have been made in discharge of the Corporation’s obligations hereunder and any moneys so received by the Trustee shall be applied as herein provided.

SECTION 6.03. Proceedings by the Trustee.

(1) Whenever any event of default hereunder has occurred, but subject to the provisions of Section 6.01 and to the provisions of any extraordinary resolution:

(a) the Trustee, in the exercise of its discretion, may proceed to enforce the rights of the Trustee and the Debentureholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Debentureholders lodged in any bankruptcy, winding-up or other judicial proceedings relative to the Corporation; and

(b) upon receipt of a Debentureholders’ Request the Trustee, subject to Section 11.02, shall exercise or take such one or more of the said remedies as the Debentureholders’ Request may direct or, if such Debentureholders’ Request contains no direction, as the Trustee may deem expedient.

(2) No such remedy for the enforcement of the rights of the Trustee or of the Debentureholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

(3) Upon the exercising or taking by the Trustee of any such remedies whether or not a declaration and demand have been made pursuant to Section 6.02, the principal and interest of all Debentures then outstanding and the other moneys payable under Section 6.02 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made.

(4) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or coupons or the production thereof at the trial or other proceedings relative thereto.

(5) No delay or omission of the Trustee or of the Debentureholders to exercise any remedy referred to in subsection (1) shall impair any such remedy or shall be construed to be a waiver or any default hereunder or acquiescence therein.

Section 6.04

SECTION 6.04. Suits by Debentureholders. No holder of any Debenture or coupon shall have the right to institute any action or proceeding or to exercise any other remedy authorized by this Trust Indenture for the purpose of enforcing any rights on behalf of the Debentureholders or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under bankruptcy legislation or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceedings, unless the Trustee shall have failed to act within a reasonable time after the Debentureholders’ Request referred to in Section 6.03 has been delivered to the Trustee and any indemnity required by it under Section 11.02 has been tendered to it; in such case, but not otherwise, any Debentureholder acting on behalf of himself and all other Debentureholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 6.03; it being understood and intended that no one or more holders of Debentures or coupons shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by his or their action or to enforce any right hereunder or under any Debenture or coupon, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all holders of all outstanding Debentures and coupons.

SECTION 6.05. Application of Moneys Received by Trustee. Except as otherwise herein provided, all moneys arising from any enforcement hereof shall be held by the Trustee and by it applied, together with any other moneys then or thereafter in the hands of the Trustee available for the purpose, as follows:

(a) firstly, in payment or reimbursement to the Trustee of the reasonable remuneration, expenses, disbursement and advances of the Trustee earned, incurred or made in the administration or execution of the trusts hereunder or otherwise in relation to this Trust Indenture;

(b) secondly, but subject to the provisions of Section 5.06, in or towards payment of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default under the Debentures and coupons which shall then be outstanding, in that order of priority unless otherwise directed by extraordinary resolution and in that case in such order or priority as between principal, premium and interest as may be directed by such extraordinary resolution;

Section 6.05

SECTION 6.06. Distribution of Proceeds. Payment to holders of Debentures and coupons pursuant to clause (b) of Section 6.05 shall be made as follows:

(1) At least 15 days’ notice of every such payment shall be given in the manner provided in Article Twelve specifying the time when and the place or places where the Debentures and coupons are to be presented and amount of the payment and application thereof as between principal, premium and interest.

(2) Payment of any Debenture or coupon shall be made upon presentation thereof at any one of the places specified in such notice and any such Debenture or coupon thereby paid in full shall be surrendered, otherwise a memorandum of such payment shall be endorsed thereon; but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any special case upon such indemnity being given as it shall deem sufficient.

(3) From and after the date of payment specified in the notice interest shall accrue only on the amount owing on each Debenture and coupon after giving credit for the amount of the payment specified in such notice unless it be duly presented on or after the date so specified and payment of such amount be not made.

SECTION 6.07. Immunity of Shareholders, etc. No recourse under or upon any obligation, covenant or agreement contained in this Trust Indenture, or in any Debenture or coupon issued hereunder, or under any judgment obtained against the Corporation or by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitution or statute, or otherwise, shall be had against any shareholder, officer or director of the Corporation, or of any successor corporation either directly or through the Corporation, or otherwise, for the payment for or to the Trustee or any receiver or liquidator, or for or to the holder of any Debentures or coupons issued hereunder or otherwise, of any sum that may be due and unpaid by the Corporation upon any such Debenture or coupon; and any and all personal liability of every name and nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such shareholder, officer or director, by reason of the non-payment of any shares of the capital stock of the Corporation or any act of omission or commission on his part or otherwise, for the payment for or to the Trustee or any receiver or liquidator, or for or to the holder of any Debentures or coupons issued hereunder or otherwise, of any sum that may remain due and unpaid upon the Debentures and coupons issued hereunder or any of them, is hereby expressly waived

Section 6.07

and released as a condition of and consideration for the execution of this Trust Indenture and the issue of such Debentures and coupons. Nothing herein or in the Debentures contained shall be taken, however, to prevent recourse to and the enforcement of the liability of any shareholder of the Corporation for uncalled capital, or the liability of any such shareholder upon unsatisfied calls.

Section 7.01

ARTICLE SEVEN
Satisfaction and Discharge

SECTION 7.01. Cancellation and Destruction. All matured coupons and Debentures shall forthwith after payment thereof be cancelled and delivered to the Trustee. All Debentures and coupons cancelled or required to be cancelled under this or any other provision of this Trust Indenture may be destroyed by or under the direction of the Trustee by cremation or otherwise (in the presence of a representative of the Corporation if the Corporation shall so require) and the Trustee shall prepare and retain a certificate of such destruction and deliver a duplicate thereof to the Corporation.

SECTION 7.02. Non-Presentation of Debentures and Coupons. In case the holder of any Debenture or coupon shall fail to present the same for payment on the date on which the principal thereof, the premium (if any) thereon and/or the interest thereon or represented thereby becomes payable either at maturity or on redemption or otherwise:

(a) the Corporation shall be entitled to pay to the Trustee and direct it to set aside, or

(b) in respect of moneys in the hands of the Trustee which may or should be applied to the payment or redemption of the Debentures, the Corporation shall be entitled to direct the Trustee to set aside,

the principal moneys and premium (if any) and/or the interest, as the case may be, in trust to be paid to the holder of such Debenture or coupon upon due presentation or surrender thereof in accordance with the provisions of this Trust Indenture; and thereupon the principal moneys and premium (if any) and/or the interest payable on or represented by each Debenture and each coupon in respect whereof such moneys have been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof except that of receiving payment of the moneys so set aside by the Trustee (without interest on such moneys) upon due presentation and surrender thereof, subject always to the provisions of Section 7.04.

SECTION 7.03. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Trust Indenture all moneys then held by any paying agent of the Debentures (other than the Trustee) shall, upon written order of the Corporation, be

Section 7.01

repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.

SECTION 7.04. Repayment of Unclaimed Moneys to Corporation. Any moneys set aside under Section 7.02 in respect of any Debenture or coupon and not claimed by and paid to the holder thereof, as provided in Section 7.02, within three years after the date of such setting aside shall be repaid to the Corporation by the Trustee on demand, and thereupon the Trustee shall be released from all further liability with respect to such moneys, and thereafter such holder shall have no rights in respect of such Debenture or coupon except to obtain payment of such moneys (without interest thereon) from the Corporation.

SECTION 7.05. Release from Covenants. Upon proof being given to the reasonable satisfaction of the Trustee that the principal of all the Debentures and the premium, if any, thereon and interest (including interest on amounts overdue) thereon and other moneys payable hereunder have been paid or satisfied, or that all the outstanding Debentures having matured or having been duly called for redemption, or the Trustee having been given irrevocable instructions by the Corporation to give within 90 days notice of redemption of all the outstanding Debentures, such payment and/or redemption has been duly and effectually provided for by payment to the Trustee or otherwise; and upon payment of all costs, charges and expenses properly incurred by the Trustee in relation to these presents and the remuneration of the Trustee, or upon provision satisfactory to the Trustee being made therefor, the Trustee shall, at the request and at the expense of the Corporation, execute and deliver to the Corporation such deeds or other instruments as shall be requisite to evidence the satisfaction and discharge of the security (if any) created pursuant hereto, and to release the Corporation from its covenants herein contained except those relating to the indemnification of the Trustee.

Section 8.01

ARTICLE EIGHT
Consolidation and Amalgamation

SECTION 8.01. General Provisions. Nothing in this Trust Indenture shall prevent, if otherwise permitted by law, the reorganization or reconstruction of the Corporation or the consolidation, amalgamation or merger of the Corporation with any other corporation, including any affiliate, or shall prevent the transfer by the Corporation of its undertaking and assets as a whole or substantially as a whole to another corporation, including any affiliate, lawfully entitled to acquire and operate the same, provided that the conditions of this Article Eight be observed, and provided also that (a) no condition or event shall exist as to the Corporation or such successor or assign either at the time of or immediately after such reorganization, reconstruction, consolidation, amalgamation, merger or transfer and after giving full effect thereto or immediately after such successor or assign shall become liable to pay the principal moneys, premium, if any, and interest and other moneys payable hereunder, which constitutes or would constitute a default or an event of default hereunder, and (b) every such successor or assign shall, as a part of such reorganization, reconstruction, consolidation, amalgamation, merger or transfer and in consideration thereof enter into and execute an indenture or indentures supplemental hereto in favour of the Trustee whereby such successor or assign covenants:—

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable hereunder;

(2) To perform and observe punctually all the obligations of the Corporation under these presents and under and in respect of all outstanding Debentures; and

(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of the Corporation herein contained as fully and completely as if it had itself executed this Trust Indenture as Party of the First Part hereto and had expressly agreed herein to observe and perform the same.

Provided that every such reorganization, reconstruction, consolidation, amalgamation, merger or transfer shall be made on such terms and at such times and otherwise in such manner as shall be approved by the Corporation and by the Trustee as being in no way prejudicial to the interests of the Debentureholders and, upon such approval, the Trustee shall facilitate the same in all respects, and may give such consents and sign, execute or join in such documents and do such acts as in its discretion may be thought advisable in order that such reorganization, reconstruction,

Section 8.01

consolidation, amalgamation, merger or transfer may be carried out, and thereupon the Corporation may be released and discharged from liability under this Trust Indenture and the Trustee may execute any document or documents which it may be advised is or are necessary or advisable for effecting or evidencing such release and discharge and the opinion of counsel as hereinafter mentioned shall be full warrant and authority to the Trustee for so doing. The Corporation shall furnish to the Trustee an opinion of counsel as to the legality of any action proposed to be taken and as to the validity of any action taken pursuant to the provisions contained in this section, and the Trustee shall incur no liability by reason of reliance thereon.

SECTION 8.02. Status of Successor Corporation. In case of any reorganization, reconstruction, consolidation, amalgamation or merger as aforesaid, the corporation formed by such consolidation or with which the Corporation shall have been amalgamated or merged, upon executing an indenture or indentures as provided in Section 8.01, shall succeed to and be substituted for the Corporation (which may then be wound up, if so desired by its shareholders), with the same effect as if it had been named herein as the Party of the First Part hereto, and shall possess and may exercise each and every right of the Corporation hereunder.

Section 9.01

ARTICLE NINE
Meetings of Debentureholders

SECTION 9.01. Right to Convene Meeting. The Trustee may at any time and from time to time shall, on receipt of a written request of the Corporation or a Debentureholders’ Request and upon being indemnified to its reasonable satisfaction by the Corporation or by the Debentureholders signing such Debentureholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Debentureholders. In the event of the Trustee failing within 30 days after receipt of such request and indemnity to give notice convening such meeting, the Corporation or such Debentureholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Montreal, Province of Quebec, or at such other place as may be approved or determined by the Trustee.

SECTION 9.02. Notice. At least 30 days’ notice of any meeting shall be given to the Debentureholders in the manner provided in Article Twelve and a copy thereof shall be sent by post to the Trustee unless the meeting has been called by it and to the Corporation unless the meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article.

SECTION 9.03. Chairman. Some person, who need not be a Debentureholder, nominated in writing by the Trustee shall be chairman of the meeting and if no person is no nominated, or if the person so nominated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Debentureholders present in person or by proxy shall choose some person present to be chairman.

SECTION 9.04. Quorum. Subject to the provisions of Section 9.13:

(a) at any meeting of the Debentureholders a quorum shall consist of Debentureholders present in person or by proxy and representing at least 25% in principal amount of the outstanding Debentures;

(b) if a quorum of the Debentureholders shall not be present within half-an- hour from the time fixed for holding any meeting, the meeting, if convened by the Debentureholders or on a Debentureholders’ Request, shall be dissolved, but if

Section 9.04

otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is a non-business day in which case it shall stand adjourned to the next following business day thereafter) at the same time and place, unless the chairman shall appoint some other place, day and/or time of which not less than seven (7) days notice shall be given in the manner provided in Article Twelve; and

(c) at the adjourned meeting the Debentureholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% in principal amount of the outstanding Debentures.

SECTION 9.05. Power to Adjourn. The chairman of any meeting at which a quorum of the Debentureholders is present may with the consent of the holders of a majority in principal amount of the Debentures represented thereat adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

SECTION 9.06. Show of Hands. Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on extraordinary resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

SECTION 9.07. Poll. On every extraordinary resolution, and on any other question submitted to a meeting when demanded by the chairman or by any Debentureholder after a vote by a show of hands, a poll shall be taken in such manner as the chairman shall direct. Questions other than extraordinary resolutions shall, if a poll be taken, be decided by the votes of the holders of more than 50% in principal amount of the Debentures represented at the meeting and voted on the poll.

SECTION 9.08. Voting. On a show of hands every person who is present and entitled to vote, whether as a Debentureholder or as proxy for one or more absent Debentureholders or both, shall have one vote. On a poll each Debentureholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each $1,000 principal amount of Debentures of which he shall then be the holder. Each holder of any Debentures payable in a currency other than Canadian dollars shall have one vote for every $1,000 principal amount of

Section 9.08

Debentures computed after conversion of the principal amount thereof at the applicable spot buying rate of exchange for such currency as reported by the Bank of Canada at the close of business on the business day next preceding such meeting. Any fractional amount resulting from such computation shall be rounded to the nearest $1,000. A proxy need not be a Debentureholder. In the case of joint registered holders of a Debenture, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, they shall vote as one in respect of the Debentures of which they are joint registered holders.

SECTION 9.09. Regulations. The Trustee or the Corporation with the approval of the Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit:

(a) for the issue of voting certificates

(i) by any bank, trust company or other depositary approved by the Trustee certifying that specified unregistered Debentures have been deposited with it by a named holder and will remain on deposit until after the meeting, or

(ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debentures and will continue to hold the same until after the meeting;

which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders so named in such voting certifies were the actual bearers of the Debentures specified therein;

(b) for the deposit of voting certificates and/or instruments appointing proxies at such place as the Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may in the notice convening the meeting direct; and

(c) for the deposit of voting certificates and/or instruments appointing proxies at some approved place or places other than the place at which the

Section 9.09

meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxies to be mailed, cabled or otherwise transmitted before the meeting to the Corporation or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be persons who produce unregistered Debentures at the meeting and the holders of registered Debentures and persons whom holders of registered debentures have by instrument in writing duly appointed as their proxies.

SECTION 9.10. Corporation and Trustee may be Represented. The Corporation and the Trustee, by their respective officers and directors, and the legal advisers of the Corporation and the Trustee may attend any meeting of the Debentureholders, but shall have no vote as such.

SECTION 9.11. Powers Exercisable by Extraordinary Resolution. In addition to all other powers conferred upon them by any other provisions of this Trust Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by extraordinary resolution:

(a) power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation, including any subsidiary, or for the selling or leasing of the undertaking, property and assets of the Corporation or a material part thereof, provided that no such sanction shall be necessary for a reconstruction, reorganization, consolidation, amalgamation or merger or transfer under the provisions of Article Eight hereof;

(b) power to require the Trustee to exercise or refrain from exercising any of the powers conferred upon it by this Trust Indenture or to waive any default on the part of the Corporation, other that non-payment of any principal moneys, premium or interest, upon such terms as may be decided upon;

(c) power to sanction the release of the Corporation and of the whole or any part of its property from the charges which may be created hereunder;

Section 9.11

(d) power to remove the Trustee from office and to appoint a new Trustee or Trustees;

(e) power to sanction any change whatsoever of any provision of the Debentures or of this Trust Indenture and any modification, alteration, abrogation, compromise or arrangement of or in respect of the rights of the Debentureholders against the Corporation or against its property, whether such rights shall arise under the provisions of this Trust Indenture or otherwise;

(f) power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures, or other securities of the Corporation or of any company formed or to be formed;

(g) power to assent to any compromise or arrangement by the Corporation with any creditor, creditors or class or classes of creditors or with the holders of any shares or securities of the Corporation;

(h) power to authorize the Trustee, in the event of the Corporation making an authorized assignment or proposal or a custodian or trustee being appointed under bankruptcy legislation or a liquidator being appointed, for and on behalf of the Debentureholders, and in addition to any claim or debt proved or made for its own account as Trustee hereunder, to file and prove a claim or debt against the Corporation and its property for an amount equivalent to the aggregate amount which may be payable in respect of the Debentures, value security and vote such claim or debt at meetings of creditors and generally act for and on behalf of the Debentureholders in such proceedings as such resolution may provide;

(i) power to restrain any holder of any Debenture or coupon outstanding hereunder from taking or instituting any suit, action or proceeding for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or trustee in bankruptcy or to have the Corporation wound up or for any other remedy hereunder and to direct such holder of any Debenture or coupon to waive any default or defaults by the Corporation on which any suit or proceeding is founded;

(j) power, subject to the provisions of Section 6.02 and Section 6.04, to direct any Debentureholder or Debentureholders bringing any suit, action or proceeding and the Trustee to waive the default in respect of which such action, suit or other proceeding shall have been brought;

Section 9.11

(k) power to require the Trustee to make a declaration under the provisions of Section 6.02 hereof and/or to proceed to enforce any remedy available hereunder, but subject always to compliance with the provisions of Section 6.03 hereof; and

(l) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Trust Indenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any indenture supplemental to this Trust Indenture embodying any such modification, change, addition or omission or any deeds, documents or writings authorized by such resolution.

SECTION 9.12. Powers Cumulative. It is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Trust Indenture stated to be exercisable by the Debentureholders by extraordinary resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Debentureholders to exercise such power or powers or combination of powers then or any power or powers or combination of powers thereafter from time to time.

SECTION 9.13. Meaning of “Extraordinary Resolution”.

(1) The expression “extraordinary resolution” when used in this Trust Indenture means, subject as hereinafter in this section and in sections 9.15 and 9.17 provided, a resolution proposed to be passed as an extraordinary resolution at a meeting of Debentureholders duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of more than 50% in principal amount of the Debentures then outstanding are present in person or by proxy and passed by the favourable votes of the holders of not less than 66 ^2/3 % of the principal amount of Debentures represented at the meeting and voted on a poll upon such resolution.

(2) If at any such meeting the holders of more than 50% in principal amount of the Debentures outstanding are not present in person or by proxy within half-an-hour after the time appointed for the meeting, then the meeting, if convened by Debentureholders or on a Debentureholders’ Request, shall be dissolved; but if otherwise convened the meeting shall stand adjourned to such day, being not less than 21 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days’ notice shall be given of the time and place of such adjourned meeting in the manner provided in Article Twelve. Such notice shall state

Section 9.13

that at the adjourned meeting the Debentureholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Debentureholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection (1) of this section shall be an extraordinary resolution within the meaning of this Trust Indenture, notwithstanding that the holders of more than 50% in principal amount of the Debentures then outstanding are not present in person or by proxy at such adjourned meeting.

(3) Votes on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be necessary.

SECTION 9.14. Minutes. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Debentureholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had.

SECTION 9.15. Instruments in Writing. All actions that may be taken and all powers that may be exercised by the Debentureholders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the holders of not less than 66 ^2/3 % in principal amount of all of the outstanding Debentures by an instrument in writing signed in one or more counterparts and the expression “extraordinary resolution” when used in this Trust Indenture shall include an instrument so signed.

SECTION 9.16. Binding Effect of Resolutions. Subject to the provisions of Section 9.17, every resolution and every extraordinary resolution passed in accordance with the provisions of this Article at a meeting of Debentureholders shall be binding upon all the Debentureholders, whether present at or absent from such meeting, and every instrument in writing signed by Debentureholders in accordance with Section 9.15 shall be binding upon all the Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Trustee (subject to the

Section 9.16

provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution, extraordinary resolution and instrument in writing.

SECTION 9.17. Serial Meetings.

(1) If any business to be transacted at a meeting of Debentureholders, or any action to be taken or power to be exercised by instrument in writing under Section 9.15, especially affects the rights of the holders of Debentures of one or more series or maturities in a manner or to an extent substantially differing from that in or to which it affects the rights of the holders of Debentures of any other series or maturity (as to which an opinion of counsel shall be binding on all Debentureholders, the Trustee and the Corporation for all purposes hereof) then:

(a) reference to such fact, indicating each series or maturity so especially affected, shall be made in the notice of such meeting and the meeting shall be and is herein called a “serial meeting”; and

(b) the holders of Debentures of a series or maturity so especially affected shall not be bound by any action taken at a serial meeting or by instrument in writing under Section 9.15 unless in addition to compliance with the other provisions of this Article:

(i) at such serial meeting:

(A) there are present in person or by proxy holders of a least 25% (or for the purpose of passing an extraordinary resolution more than 50%) in principal amount of the outstanding Debentures of such series or maturity, subject to the provisions of this Article as to adjourned meetings; and

(B) the resolution is passed by the favourable votes of the holders of more than 50% (or in the case of an extraordinary resolution not less that 66 ^2/3 %) in principal amount of Debentures of such series or maturity voted on the resolution; or

(ii) in the case of action taken or power exercised by instrument in writing under Section 9.15, such instrument is signed in one or more counterparts by the holders of not less that 66 ^2/3 % in principal amount of the outstanding Debentures of such series or maturity.

Section 9.16

(2) If in the opinion of counsel any business to be transacted at any meeting, or any action to be taken or power to be exercised by instrument in writing under Section 9.15, does not adversely affect the rights of the holders of Debentures of one or more particular series or maturities, the provisions of this Article Nine shall apply as if the debentures of such series or maturity were not outstanding and no notice of any such meeting need be given to the holders of Debentures of such series or maturity. Without limiting the generality of the foregoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as Debentures of a particular series or maturity are outstanding shall be deemed not to adversely affect the rights of the holders of Debentures of any other series or maturity.

(3) A proposal (i) to extend the maturity of Debentures of any particular series or maturity or reduce the principal amount thereof or the rate of interest or redemption premium thereon, (ii) to modify or terminate any covenant or agreement which by its terms is effective only so long as Debentures of a particular series are outstanding, or (iii) to reduce with respect to holders of Debentures of any particular series any percentage stated in Section 1.01, 9.04, 9.07, 9.13 or 9.15 or in this Section 9.17, shall be deemed to especially affect the rights of the holders of Debentures of such series or maturity, as the case may be, in a manner substantially differing from that in which it affects the rights of holders of Debentures of any other series or maturity, whether or not a similar extension, reduction, modification or termination is proposed with respect to Debentures of any or all other series and maturities.

Section 10.01

ARTICLE TEN
Supplemental Indentures

SECTION 10.01. Execution of Supplemental Indentures. From time to time the Corporation (when authorized by its directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officer or officers, indentures or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) creating any subsequent series of Debentures and establishing the terms of any subsequent series of Debentures and the forms and denominations in which they may be issued as provided in Article Two;

(b) if and whenever required by any provision hereof, hypothecating, mortgaging, pledging, assigning, transferring, assuring and confirming to or vesting in the Trustee or charging in favour of the Trustee the undertaking, property and assets then owned or thereafter acquired by the Corporation, or any part thereof, and adding to the provisions hereof such additional covenants, enforcement provisions and release provisions (if any) as, in the opinion of counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Trustee prejudicial to the interests of the Debentureholders;

(c) adding to the covenants of the Corporation herein contained for the protection of the holders of the Debentures, or of the Debentures of any series and providing for events of default in addition to those specified in Article Six;

(d) evidencing the succession of successor companies to the Corporation and the covenants of and obligations assumed by such successor companies in accordance with the provisions of Article Eight;

(e) giving effect to any extraordinary resolution passed as provided in Article Nine;

(f) adding to or altering the provisions hereof in respect of the registration and transfer of Debentures, making provision for the issue of Debentures in forms or denominations other than those herein provided for and for the exchange of Debentures of different forms and denominations, and making any modifications

Section 10.01

in the forms of the Debentures and coupons which in the opinion of the Trustee do not affect the substance thereof;

(g) making any additions to, deletions from or alterations of the provisions of this Trust Indenture which the Corporation may deem necessary or advisable in order to facilitate the sale of the Debentures and which, in the opinion of the Trustee, do not adversely affect in any substantial respect the interests of the holders of the Debentures, or any series or maturity thereof then outstanding, including without limiting the generality of the foregoing such additions, deletions and alterations, including provision for the appointment of an additional trustee or a co-trustee in any jurisdiction, as would be required to comply with the provisions relating to trust indentures contained in any Corporations Act, Securities Act, Trust Indenture Act or similar legislation in any jurisdiction in which the Corporation may desire to sell the Debentures;

(h) making any additions to, deletions from or alterations of the provisions of this Trust Indenture, and in particular Section 5.09, Section 6.01 and Article Eleven hereof, which in the opinion of counsel may from time to time be necessary or advisable to conform the same to applicable legislation as that term is defined in subsection (1) of Section 11.01; and

(i) for any other purpose not inconsistent with the terms of this Trust Indenture, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein, provided that in the opinion of the Trustee the rights of the Trustee or of the Debentureholders are in no way prejudiced thereby.

Section 11.01

ARTICLE ELEVEN
Concerning the Trustee

SECTION 11.01. Trust Indenture Legislation.

(1) In this Article the term “applicable legislation” means the provisions, if any, of any statute of Canada or a province thereof, and of regulations under any such statute, relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures, to the extent that such provisions are at the time in force and applicable to this Trust Indenture.

(2) If and to the extent that any provision of this Trust Indenture limits, qualifies or conflicts with a mandatory requirement of applicable legislation, such mandatory requirement shall prevail.

(3) The Corporation and the Trustee agree that each will at all times in relation to this Trust Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of applicable legislation.

SECTION 11.02. Rights and Duties of Trustee.

(1) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Trust Indenture, the Trustee shall act honestly and in good faith with a view to the best interests of the holders of the Debentures and shall act with prudence and diligence.

(2) Subject only to subsection (1) of this Section 11.02, the obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Debentureholders hereunder shall be conditional upon the Debentureholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Trust Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

Section 11.02

(3) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Debentureholders at whose instance it is acting to deposit with the Trustee the Debentures held by them, for which Debentures the Trustee shall issue receipts.

(4) Every provision of this Trust Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it, is subject to the provisions of applicable legislation and of this Section 11.02 and of Section 11.03.

SECTION 11.03. Evidence, Experts and Advisers.

(1) In addition to the reports, certificates, opinions and other evidence required by this Trust Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable legislation or as the Trustee may reasonably require by written notice to the Corporation.

(2) In the exercise of its rights, duties and obligations, the Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports, certificates or other evidence referred to in subsection (1) of this Section 11.03 provided that such evidence complies with applicable legislation and that the Trustee examines the same in order to determine whether such evidence indicates compliance with the applicable requirements of this Trust Indenture.

(3) Whenever applicable legislation requires that evidence referred to in subsection (1) of this Section 11.03 be in the form of a statutory declaration, the Trustee may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the chairman of the board, the president, any vice-president, the corporate secretary, the corporate treasurer, any assistant corporate secretary, assistant corporate treasurer or director of the Corporation.

(4) Proof of the execution of an instrument in writing, including a Debentureholders’ Request, by any Debentureholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Trustee may consider adequate.

Section 11.03

(5) The Trustee may employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and shall not be responsible for any misconduct on the part of any of them.

SECTION 11.04. Documents, Moneys, etc., Held by Trustee. Any securities, documents of title or other instruments that may at any time be held by the Trustee subject to the trusts hereof may be placed in the deposit vaults of the Trustee or of any Canadian chartered bank or deposited for safekeeping with any such bank. Pending the application or withdrawal of any moneys so held under any provision of this Trust Indenture, the Trustee, unless it is herein otherwise expressly provided, may deposit the same in the name of the Trustee in any Canadian chartered bank at the rate of interest (if any) then current on similar deposits or, if so directed by written order of the Corporation, shall (i) deposit such moneys in the deposit department of the Trustee or any other loan or trust company authorized to accept deposits under the laws of Canada or a province thereof, or (ii) invest such moneys in securities issued or guaranteed by the Government of Canada or a province thereof or in obligations, maturing not more than one year from the date of investment, of any Canadian chartered bank or loan or trust company. Unless an event of default shall have occurred and be continuing, all interest or other income received by the Trustee in respect of such deposits and investments shall belong to the Corporation.

SECTION 11.05. Notices of Events of Default. The Trustee may in its discretion give notice to the Debentureholders of all events of default which have occurred hereunder and are known to the Trustee, but the Trustee shall be under no obligation to do so.

SECTION 11.06. Action by Trustee to Protect Interests. The Trustee shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Debentureholders.

SECTION 11.07. Trustee not Required to give Security. The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Trust Indenture or otherwise in respect of the premises.

SECTION 11.08. Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows:

Section 11.08

(1) The Trustee shall not be liable for or by reason of any failure or defect of title to or any lien, charge or encumbrance upon the property of the Corporation or for or by reason of any statements of fact or recitals in this Trust Indenture or in the Debentures (except in the certificate of the Trustee thereon) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation.

(2) Nothing herein contained shall impose any obligation on the Trustee to see to or require evidence of the deposit, registration or recording (or renewal thereof) of this Trust Indenture or any instrument ancillary or supplemental hereto.

(3) The Trustee shall not be bound to give notice to any person or persons of the execution hereof.

(4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of the agents or servants of the Corporation.

(5) The Trustee, in its personal or any other capacity, may buy, lend upon and deal in shares in the capital of the Corporation and in the Debentures and generally may contract and enter into financial transactions with the Corporation or any affiliate without being liable to account for any profit made thereby.

SECTION 11.09. Replacement of Trustee. The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Corporation three months’ notice in writing or such shorter notice as the Corporation may accept as sufficient. The Debentureholders by extraordinary resolutions shall have power at any time to remove the Trustee and to appoint a new Trustee. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Debentureholders; failing such appointment by the Corporation the retiring Trustee or any Debentureholder may apply to a Judge of the Superior Court of Québec, on such notice as such Judge may direct, for the appointment of a new Trustee; but any new Trustee so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Debentureholders. Any new Trustee appointed under any provision of this section shall be a corporation authorized to carry on the business of a trust company in the Province of Québec. On any new appointment, the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without any further

Section 11.09

assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new Trustee.

SECTION 11.10. Conflict of Interest. The Trustee represents that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder and agrees that in the event of a material conflict of interest, arising hereafter it will, within ninety (90) days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder.

SECTION 11.11. Fondé de pouvoir. To the extent that the same may be necessary to comply with the provisions of Article 2692 of the Civil Code of Québec the Trustee agrees to act as, and shall have the powers of, fondé de pouvoir of the holders from time to time of debentures issued and to be issued hereunder, provided that the powers exercised and the liabilities assumed by the Trustee as fondé de pouvoir shall in all respects be limited to those set forth in this Trust Indenture as the powers and liabilities of the Trustee hereunder.

SECTION 11.12. Acceptance of Trust. The Party of the Second Part hereby accepts the trusts in this Trust Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 12.02

ARTICLE TWELVE
Notices

SECTION 12.01. Notice to Debentureholders. Unless herein otherwise expressly provided, any notice to be given hereunder to Debentureholders shall be deemed to be validly given:

(a) to the holders of registered Debentures if such notice is sent by unregistered surface or air mail, postage prepaid, addressed to such holders at their respective addresses appearing on the register maintained under Article Three; and if in the case of joint holders of any Debentures more than one address appears in the register in respect of such joint holding, such notice shall be addressed only to the first address so appearing; and

(b) to the holders of unregistered Debentures if such notice is published once in each of the cities of Toronto and Montreal, each such publication to be made in a daily newspaper in the English or French language, or both languages, of general circulation in the designated city and approved by the Trustee; provided that in the case of notice convening a meeting of Debentureholders, the Trustee may require such additional publications of such notice, in the same or in other cities or both, as it may deem necessary for the reasonable protection of the Debentureholders.

Any notice so given by mail shall be deemed to have been given on the day of mailing. Any notice so given by publication shall be deemed to have been given when such notice shall have been published once in each of the cities in which publication thereof was required under the foregoing provisions. In determining under any provision hereof the date when notice of any meeting, redemption or other event must be given, the date of giving the notice shall be included and the date of the meeting, redemption or other event shall be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Debentureholder shall not invalidate any action or proceeding founded thereon.

SECTION 12.02. Notice to the Trustee. Any notice to the Trustee under the provisions of this Trust Indenture shall be valid and effective if delivered to an officer of the Trustee or if sent by registered mail, postage prepaid, addressed to the Trustee at its principal office in the City of Montréal, Province of Québec. Notice by mail shall be deemed to have been effectively given forty-eight (48) hours after the time of mailing.

Section 12.03

SECTION 12.03. Notice to the Corporation. Any notice to the Corporation under the provisions of this Trust Indenture shall be valid and effective if delivered to the Corporate Secretary of the Corporation or if sent by registered mail, postage prepaid, addressed to the Corporate Secretary of the Corporation at 1050, côte du Beaver Hall, Montréal, Québec. The Corporation may from time to time notify the Trustee of a change in address which thereafter, until changed by like notice, shall be the address of the Corporation for all purposes of this Trust Indenture. Notice by mail shall be deemed to have been effectively given forty-eight (48) hours after the time of mailing.

Section 13.01

ARTICLE THIRTEEN
Execution

SECTION 13.01. Counterparts and Formal Date. This Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of April 17, 1996.

IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under their respective corporate seals and the hands of their proper officer or officers in that behalf.


	BELL CANADA

/s/ P.G. Bonin	by:	/s/ V. W. Salvati
Witness
		(Seal)

	MONTREAL TRUST COMPANY — COMPAGNIE MONTRÉAL TRUST

/s/ M. Longpré	by:	/s/ Guy L’Espérance
Witness

/s/ E. Reinhold	and:	/s/ Louis Lochhead
Witness
		(Seal)

Exhibit 7.5

Dated as of April 17, 1996

BELL CANADA

and

MONTREAL TRUST COMPANY
— COMPAGNIE MONTRÉAL TRUST
Trustee

FIRST SUPPLEMENTAL
TRUST INDENTURE

Table of Contents


Section	PAGE
Recitals		1

ARTICLE ONE
INTERPRETATION

1.01 Part of Original Trust Indenture		2
1.02 Definitions		2

ARTICLE TWO
ISSUE OF SERIES 1 SUBORDINATED DEBENTURES

2.01 Limit of Issue and Designation		3
2.02 Form and Terms of Series 1 Subordinated Debentures		3
2.03 Issue of Series 1 Subordinated Debentures		3
2.04 Notice to Series 1 Subordinated Debentureholders		4

ARTICLE THREE
EXTENSION OF INTEREST PAYMENT PERIOD

3.01 Right to Extend		5
3.02 Restrictions on Dividends and Retirement of Shares		5
3.03 Notice of Extension		5

ARTICLE FOUR
REDEMPTION AND PURCHASE OF SERIES 1 SUBORDINATED DEBENTURES

4.01 Redemption of Series 1 Subordinated Debentures		6
4.02 Purchase of Series 1 Subordinated Debentures		6

ARTICLE FIVE
FORM OF SERIES 1 SUBORDINATED DEBENTURES

5.01 Form of Series 1 Subordinated Debentures		7

ARTICLE SIX
EXECUTION

6.01 Counterparts and Formal Date		17

THIS FIRST SUPPLEMENTAL TRUST INDENTURE made as of April 17, 1996

BETWEEN


		BELL CANADA incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “Corporation”

		OF THE FIRST PART

		—and—

		MONTREAL TRUST COMPANY — COMPAGNIE MONTRÉAL TRUST, a trust company incorporated under the laws of the Province of Québec and having its head office in the City of Montréal in the Province of Québec, herein called the “Trustee”

		OF THE SECOND PART

Whereas under an indenture made as of April 17, 1996 between the Corporation and the Trustee (the “Original Trust Indenture”) the creation and issue of Subordinated Debentures from time to time without limitation as to principal amount was provided for;

And Whereas pursuant to the provisions of the Original Trust Indenture, the directors of the Corporation have authorized the creation and issue of additional Debentures thereunder upon the terms set forth in this First Supplemental Trust Indenture;

And Whereas all things necessary have been done and performed to authorize the execution of this First Supplemental Trust Indenture, to make the same effective and binding upon the Corporation and to make the first series of Subordinated Debentures when certified by the Trustee or the Registrar and issued as provided in this First Supplemental Trust Indenture valid, binding and legal obligations of the Corporation with the benefits and subject to the terms of the Original Trust Indenture and this First Supplemental Trust Indenture.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

Section 1.01

ARTICLE ONE
Interpretation

SECTION 1.01. Part of Original Trust Indenture . The Original Trust Indenture is a part of this First Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this First Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expressions in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this First Supplemental Trust Indenture, shall apply to and shall have effect in connection with this First Supplemental Trust Indenture.

SECTION 1.02. Definitions . In this First Supplemental Trust Indenture, unless there is something in the subject matter or context inconsistent therewith:

“8.875% Subordinated Debentures, Series 1, Due 2026” and “Series 1 Subordinated Debentures” mean the $500,000,000 aggregate principal amount of 8.875% Subordinated Debentures, Series 1, Due 2026 referred to in Section 2.01 hereof, including Debentures issued in substitution for any such Debentures.

Section 2.01

ARTICLE TWO
Issue of Series 1 Subordinated Debentures

SECTION 2.01. Limit of Issue and Designation . A Series of Subordinated Debentures is hereby created and authorized to be issued pursuant to the Original Trust Indenture consisting of and limited to $500,000,000 principal amount in lawful money of Canada and hereby designated “8.875% Subordinated Debentures, Series 1, Due 2026”.

SECTION 2.02. Form and Terms of Series 1 Subordinated Debentures . The Series 1 Subordinated Debentures shall be issued as fully registered Debentures only in denominations of any multiple of $1,000; shall be in both the English and French languages and be in or substantially in the form set forth in Article Five; each of the Series 1 Subordinated Debentures shall be dated April 17, 1996; shall be payable in lawful money of Canada on April 17, 2026 at any branch in Canada of Bank of Montreal, at the holder’s option, and shall bear interest payable at any one of the said places at the holder’s option in like money at the rate of 8.875% per annum, and, subject to the provisions of Article Three hereof, the first of such interest payments to be made on October 17, 1996 and thereafter half-yearly on April 17 and October 17 in each year, shall be redeemable at the option of the Corporation upon the terms stated in Article Four hereof; and shall bear such distinguishing letters and numbers as the Trustee shall approve.

SECTION 2.03. Issue of Series 1 Subordinated Debentures . Series 1 Subordinated Debentures to the aggregate principal amount of $125,000,000 in definitive form may forthwith be executed by the Corporation and certified by or on behalf of the Trustee or the Registrar and delivered by the Trustee to or upon the written order of the Corporation, without the Trustee or the Registrar receiving any consideration therefor.

In addition, Series 1 Subordinated Debentures to the aggregate principal amount of $375,000,000 in definitive form may from time to time be executed by the Corporation and certified by or on behalf of the Trustee or the Registrar and delivered by the Trustee or the Registrar to or upon the written order of the Corporation, without the Trustee or the Registrar receiving any consideration therefor.

Section 2.04

SECTION 2.04. Notice to Series 1 Subordinated Debentureholders . The Trustee shall, within 90 days after the occurrence of a default, give to all holders of Series 1 Subordinated Debentures notice (in the manner provided in Article Twelve of the Original Trust Indenture) of all defaults known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purpose of this Section 2.04 being hereby defined to be the events specified in subsections (a), (b), (c), (d) and (e) of section 6.01 of the Original Trust Indenture, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in subsection (d) of section 6.01 of the Original Trust Indenture); and provided that, except in the case of default in the payment of the principal of or interest on any of the Series 1 Subordinated Debentures, the Trustee shall be protected in withholding such notice if and so long as the board of directors, or the executive committee thereof, of the Trustee in good faith determines that the withholding of such notice is in the interest of the holders of the Series 1 Subordinated Debentures.

Section 3.01

ARTICLE THREE
Extension of Interest Payment Period

SECTION 3.01. Right to Extend . The Corporation shall have the right, at its option, to elect to extend from time to time an interest payment period for a term not exceeding 5 years (the “Extension Period”), provided that the Extension Period shall terminate on an interest payment date on which interest would otherwise have been payable in accordance with the provisions of Section 2.02 hereof and that the Extension Period shall not extend beyond the maturity of the Series 1 Subordinated Debentures. Prior to the expiration of the Extension Period, the Corporation shall have the right from time to time to increase the term of such Extension Period, provided that, following any such increases, the term of the Extension Period shall not exceed 5 years or extend beyond the maturity of the Series 1 Subordinated Debentures. At the expiration of the Extension Period the Corporation shall pay all interest then accrued and unpaid on the Series 1 Subordinated Debentures together with interest thereon at the rate specified in Section 2.02 hereof. Upon the termination of any Extension Period and the payment of all amounts then due, the Corporation shall have the right to elect a new Extension Period.

SECTION 3.02. Restrictions on Dividends and Retirement of Shares . During any Extension Period the Corporation shall not: (i) declare, pay or set apart for payment any dividends on the Common Shares of the Corporation or any class or series of preferred shares of the Corporation; or (ii) except in connection with the exercise of a shareholder’s right to require the Corporation to redeem shares of the Corporation in accordance with the terms and conditions attaching thereto, call for redemption, redeem, purchase or otherwise retire for value or make any capital distribution on or in respect of the Common Shares of the Corporation or any class or series of preferred shares of the Corporation.

SECTION 3.03. Notice of Extension . The Corporation shall give to the Trustee and to all holders of Series 1 Subordinated Debentures notice (in the manner provided in Article Twelve of the Original Trust Indenture) of its election to extend an interest payment period or increase the term of any Extension Period at least 10 Business Days (as defined below) prior to the next interest payment date and such notice shall specify the date on which the Extension Period shall terminate.

“Business Day” shall mean a day on which both The Montreal Exchange and The Toronto Stock Exchange or any successor facilities are open for business.

Section 4.01

ARTICLE FOUR
Redemption and Purchase of Series 1 Subordinated Debentures

SECTION 4.01. Redemption of Series 1 Subordinated Debentures . The Corporation shall have the right at its option, and upon prior notice of not less than 30 days nor more than 60 days, to redeem prior to April 17, 2026 at any time the whole or from time to time any part of the Series 1 Subordinated Debentures for the time being outstanding in lawful money of Canada at a price equal to the higher of the Canada Yield Price (as defined below) and 100% of the principal amount thereof, together in each case with accrued interest, if any, to the date fixed for redemption.

“Canada Yield Price” shall mean a price equal to the price of the Series 1 Subordinated Debentures calculated to provide a yield to maturity compounded semi-annually and calculated in accordance with generally accepted financial practice, equal to the Government of Canada Yield plus 0.25% on the Business Day preceding the date of the resolution of the directors authorizing the redemption.

“Government of Canada Yield” on any date shall mean the average of the yields determined by two registered Canadian investment dealers, selected by the Corporation, as being the yield to maturity on such date compounded semi-annually and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada Bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity equal to the remaining term to maturity of the Series 1 Subordinated Debentures.

SECTION 4.02. Purchase of Series 1 Subordinated Debentures . The Corporation shall have the right at any time and from time to time to purchase Series 1 Subordinated Debentures in the market, by tender or by private contract at any price.

Section 5.01

ARTICLE FIVE
Form of Series 1 Subordinated Debentures

SECTION 5.01. Form of Series 1 Subordinated Debentures . The following is the form of Series 1 Subordinated Debentures referred to in Section 2.02:


No.		$

BELL CANADA
8.875% SUBORDINATED DEBENTURE, SERIES 1, DUE 2026

BELL CANADA (hereinafter called the “Corporation”) for value received hereby acknowledges itself indebted and promises to pay to _______ or registered assigns on April 17, 2026, or on such earlier date as the principal hereof may become due in accordance with the provisions of the Trust Indenture hereinafter mentioned, the principal sum of _______ DOLLARS in lawful money of Canada on presentation and surrender of this Subordinated Debenture at any branch in Canada of Bank of Montreal, at the holder’s option, and to pay interest on the said principal sum at the rate of 8.875% per annum in like money, subject to the right of the Corporation to extend an interest payment period as provided for herein, half-yearly on April 17, and October 17 in each year, commencing October 17, 1996, until payment of the said principal sum, from the date hereof or from the interest payment date next preceding the date of certification hereof, whichever shall be the later, unless such date of certification be an interest payment date, in which event this Subordinated Debenture shall bear interest from such interest payment date, such interest to be payable at any one of the said places at the holder’s option; and should the Corporation at any time make default in the payment of the principal or interest, to pay interest on the amount in default at the same rate in like money at the same places and half-yearly on the same dates. Interest hereon shall be payable (except at maturity when interest may at the option of the Corporation be paid on surrender hereof) by cheque mailed to the registered holder hereof as provided in the Trust Indenture and, subject to the provisions of the Trust Indenture, the mailing of such cheque shall satisfy and discharge the liability for interest on this Subordinated Debenture to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold therefrom.

Section 5.01

This Subordinated Debenture is one of the Subordinated Debentures of the Corporation issued or issuable in one or more series under the provisions of an indenture (which indenture together with all instruments supplemental or ancillary thereto is herein referred to as the “Trust Indenture”) made as of April 17, 1996, between the Corporation and Montreal Trust Company, as Trustee (hereinafter called the “Trustee”). The 8.875% Subordinated Debentures, Series 1, Due 2026 (herein sometimes referred to as the “Series 1 Subordinated Debentures”), of which this is one, are limited to an aggregate principal amount of $500,000,000 in lawful money of Canada and mature on April 17, 2026. The aggregate principal amount of Subordinated Debentures of other series which may be issued under the Trust Indenture is unlimited, but such Subordinated Debentures may be issued only upon the terms and subject to the conditions provided in the Trust Indenture.

This Subordinated Debenture and all other Subordinated Debentures certified and delivered under the Trust Indenture rank equally and ratably without discrimination, preference or priority. This Subordinated Debenture is an unsecured direct obligation of the Corporation. The Trust Indenture provides that in the event of the insolvency or winding-up of the Corporation, the indebtedness evidenced by all Subordinated Debentures issued thereunder, including the Series 1 Subordinated Debentures, will be subordinate in right of payment to the prior payment in full of the principal of, premium, if any, interest on and other amounts in respect of (i) indebtedness, other than indebtedness represented by the Subordinated Debentures, issued, assumed or guaranteed by the Corporation for borrowed money or for the deferred purchase price of property; (ii) all other liabilities of the Corporation; and (iii) renewals, extensions or refundings of any such indebtedness, except, in each case, those which by their terms rank in right of payment equally with or subordinate to the Subordinated Debentures. Reference is made to the Trust Indenture for particulars of the rights of the holders of Subordinated Debentures and of the Corporation and of the Trustee and the terms and conditions upon which the Subordinated Debentures are issued and held, to all of which the holder of this Subordinated Debenture, by acceptance hereof, assents.

Subject to the conditions provided in the Trust Indenture, the Corporation shall have the right, at its option, to elect to extend from time to time an interest payment period for a term not exceeding 5 years (the “Extension Period”), provided that the Extension Period shall terminate on an interest payment date on which interest would otherwise have been payable in accordance with the provisions hereof and that the Extension Period shall not extend beyond the maturity of the Series 1 Subordinated Debentures. Prior to the expiration of the Extension Period, the Corporation shall have the right from time to time to increase the term of such Extension Period, provided that, following any such increases, the term of the Extension Period shall not exceed 5 years or extend beyond the maturity of the Series 1 Subordinated Debentures. At the expiration of the Extension Period the Corporation shall pay all interest then accrued and unpaid on the Series 1 Subordinated Debentures together with interest thereon at the rate of 8.875% per annum. Upon the termination of any Extension Period and the payment of all amounts then due, the Corporation shall have the right to elect a new Extension Period. The Corporation shall

Section 5.01

give notice of its selection of an Extension Period or an increase in the term thereof at least 10 business days prior to the next interest payment date.

The Corporation shall have the right at its option and upon prior notice of not less than 30 days nor more than 60 days to redeem prior to April 17, 2026 at any time the whole or from time to time any part of the Series 1 Subordinated Debentures for the time being outstanding at a price equal to the higher of the Canada Yield Price (as defined in the Trust Indenture) and 100% of the principal amount thereof, together in each case with accrued interest, if any, to the date fixed for redemption.

The right is reserved to the Corporation to purchase Series 1 Subordinated Debentures in the market, by tender or by private contract at any price.

In case an event of default, as defined in the Trust Indenture, shall have occurred, the principal of and interest on all Subordinated Debentures outstanding under the Trust Indenture may be declared, and shall thereupon become, immediately due and payable, with the effects and subject to the conditions set forth in the Trust Indenture. The Trust Indenture contains provisions for the waiver of defaults and cancellation of declarations and provides the terms and conditions under which such waivers and cancellations may be made.

The Trust Indenture contains provisions making binding upon all holders of Subordinated Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by the holders of a specified majority of Subordinated Debentures outstanding.

Upon presentation at the principal office of the Registrar, The R-M Trust Company, in St. John’s, Halifax, Charlottetown, Saint John, Montréal, Toronto, Winnipeg, Regina, Calgary or Vancouver or at such other facilities as the Corporation may provide from time to time, subject to the provisions of the Trust Indenture and upon compliance with the reasonable requirements of the Trustee: (1) Subordinated Debentures of any denomination may be exchanged for Subordinated Debentures of any other authorized denomination, in each case of the same series and of the same aggregate principal amount; and (2) a Subordinated Debenture may be transferred by the registered holder thereof or his executors, administrators or other legal representatives or his or their attorney duly appointed in writing.

This Subordinated Debenture shall not become obligatory for any purpose until it shall have been certified by or on behalf of the Trustee or the Registrar for the time being under the Trust Indenture.

Section 5.01

IN WITNESS WHEREOF Bell Canada has caused its corporate seal to be hereto affixed and this Subordinated Debenture to be signed by its President and its Corporate Secretary and dated April 17, 1996.

BELL CANADA


Corporate Secretary				President

(Seal)

Section 5.01

(Form of Registrar’s Certificate)
REGISTRAR’S CERTIFICATE

This Subordinated Debenture is one of the 8.875% Subordinated Debentures, Series 1, Due 2026 referred to in the Trust Indenture within mentioned.

Date of certification _______


	THE R-M TRUST COMPANY, Registrar
	By:
		Authorized Officer

(Form of Transfer)

TRANSFER

FOR VALUE RECEIVED, the undersigned hereby assign(s) and transfer(s) unto______________ the within Subordinated Debenture, together with the principal thereof and all accrued interest thereon, hereby irrevocably constituting and appointing ______________ attorney to transfer the said Subordinated Debenture on the register maintained for that purpose with full power of substitution in the premises.

Dated ______________

In the presence of:

Section 5.01



No		$

BELL CANADA
DEBENTURE SUBORDONNÉE À 8,875 %, SÉRIE 1,
ÉCHÉANT EN 2026

BELL CANADA (ci-après appelée la «société»), pour valeur reçue, reconnaît par les présentes devoir et promet de payer à _______ ou à ses ayants droit inscrits, le 17 avril 2026 ou à toute date antérieure à laquelle le principal des présentes peut devenir exigible en vertu des dispositions de l’acte de fiducie mentionné ci-dessous, le montant en principal de _______ DOLLARS en monnaie légale du Canada sur présentation et remise de cette débenture subordonnée à toute succursale au Canada de la Banque de Montréal, au choix du porteur, et de payer l’intérêt sur ledit montant en principal au taux de 8,875 % Tan, en la même monnaie, sous réserve du droit de la société de prolonger la période de paiement des intérêts, ainsi qu’il est prévu dans les présentes, semi-annuellement le 17 avril et le 17 octobre de chaque année, à compter du 17 octobre 1996, jusqu’au paiement dudit montant en principal, à compter de la date des présentes ou de la date de paiement d’intérêt qui précède immédiatement la date d’attestation des présentes, selon la dernière éventualité, à moins que cette date d’attestation ne soit une date de paiement d’intérêt, auquel cas cette débenture subordonnée portera intérêt à compter de cette date de paiement d’intérêt, cet intérêt étant payable à l’un ou l’autre de ces endroits, au choix du porteur. Au cas où la société ferait défaut, à tout moment, de payer le principal ou tout intérêt sur cette débenture subordonnée, elle promet de payer l’intérêt sur le montant en défaut en la même monnaie et au même taux, aux mêmes endroits et semi-annuellement, aux mêmes dates. L’intérêt sur cette débenture subordonnée sera payable (sauf à l’échéance alors que l’intérêt pourra, au choix de la société, être payé sur remise de cette débenture subordonnée) par chèque posté au porteur inscrit de cette débenture subordonnée, tel que le prévoit l’acte de fiducie, et, sous réserve des dispositions de l’acte de fiducie, l’envoi par la poste d’un tel chèque satisfera et acquittera l’obligation de payer l’intérêt sur cette débenture subordonnée jusqu’à concurrence du montant représenté par ce chèque plus le montant de toute taxe ou impôt que la société est tenue de retenir et qu’elle retient.

Cette débenture subordonnée est l’une des débentures subordonnées de la société émises ou pouvant être émises en une ou plusieurs séries en vertu des dispositions d’une convention (cette convention, ainsi que tous les actes supplémentaires ou se rattachant à celle-ci, sont ci-après appelés l’«acte de fiducie») intervenue en date du 17 avril 1996 entre la société et la Compagnie Montréal Trust (ci-après appelée le «fiduciaire») à titre de fiduciaire. Les débentures subordonnées à 8,875 %, série 1, échéant en 2026 (ci-après quelquefois appelées les «débentures subordonnées de la série 1»), dont cette débenture subordonnée fait partie, sont limitées au montant en principal global de 500 000 000 $ en monnaie légale du Canada et viennent à échéance le 17 avril 2026. Le montant en principal global des débentures subordonnées des autres séries qui peuvent être émises en vertu de l’acte de fiducie est illimité, mais ces débentures subordonnées ne peuvent être émises que conformément aux modalités et sous réserve des conditions prévues dans l’acte de fiducie.

Section 5.01

Cette débenture subordonnée prend rang égal et proportionnel avec toutes les autres débentures subordonnées attestées et livrées en vertu de l’acte de fiducie, sans distinction, préférence ou priorité. Cette débenture subordonnée constitue une obligation directe non garantie de la société. L’acte de fiducie prévoit qu’en cas d’insolvabilité ou de liquidation de la société, l’endettement constaté par toutes les débentures subordonnées émises en vertu de celui-ci, y compris les débentures subordonnées de la série 1, sera subordonné, quant au droit de paiement, au paiement prioritaire et intégral du principal, ainsi que de la prime, le cas échéant, de l’intérêt et d’autres montants afférents à (i) l’endettement, autre que l’endettement représenté par les débentures subordonnées, émis, pris en charge ou garanti par la société découlant de capitaux empruntés ou du paiement différé d’un bien; (ii) toute autre dette de la société; et (iii) des renouvellements, prolongations ou remboursements de tel endettement sauf, dans chaque cas, de l’endettement qui, selon ses modalités, a égalité ou infériorité de rang, quant au droit de paiement, par rapport aux débentures subordonnées. Il y a lieu de se reporter à l’acte de fiducie pour le détail des droits des porteurs de débentures subordonnées, ceux de la société et du fiduciaire et pour le détail des modalités et conditions en vertu desquelles les débentures subordonnées sont émises et détenues, à l’ensemble desquels le porteur de cette débenture subordonnée consent par son acceptation des présentes.

Sous réserve des conditions prévues dans l’acte de fiducie, la société aura le droit, à son gré, de prolonger de temps à autre la période de paiement des intérêts, pourvu que la prolongation n’excède pas 5 ans (la «période de prolongation»), et que cette période de prolongation se termine à une date de paiement d’intérêt à laquelle des intérêts seraient autrement payables conformément aux dispositions des présentes et ne dépasse pas l’échéance des débentures subordonnées de la série 1. La société pourra, avant l’expiration de toute période de prolongation, de temps à autre, accroître la durée d’une telle période de prolongation, pourvu que, à la suite d’un tel accroissement, la période de prolongation n’excède pas 5 ans ou ne dépasse pas l’échéance des débentures subordonnées de la série 1. À l’expiration de la période de prolongation, la société paiera les intérêts courus et non versés sur les débentures subordonnées de la série 1 y compris les intérêts sur ceux-ci au taux de 8,875 % l’an. Lorsqu’une période de prolongation se termine et que tous les montants alors dus sont payés, la société peut choisir une nouvelle période de prolongation. La société doit aviser les porteurs de son choix d’une telle période de prolongation ou d’un tel accroissement au moins 10 jours ouvrables avant la prochaine date de paiement des intérêts.

La société aura le droit, à son gré, sur préavis d’au moins 30 jours et d’au plus 60 jours, de racheter avant le 17 avril 2026 en totalité ou de temps à autre en partie les débentures subordonnées de la série 1 alors en cours à un prix égal au plus élevé des montants suivants, à savoir le prix basé sur le rendement des obligations du gouvernement du Canada (tel que ce terme est défini à l’acte de fiducie) et 100 % du montant en principal de celles-ci plus, dans chaque cas, l’intérêt couru, le cas échéant, jusqu’à la date fixée pour le rachat.

Section 5.01

La société se réserve le droit d’acheter, à quelque prix que ce soit, des débentures subordonnées de la série 1 sur le marché, par appel d’offres ou par convention privée.

Dans le cas d’un défaut, tel que le définit l’acte de fiducie, le principal et l’intérêt de toutes les débentures subordonnées en cours en vertu de l’acte de fiducie peuvent être déclarés immédiatement dus et exigibles et le devenir dès lors, avec les conséquences et sous réserve des conditions contenues dans l’acte de fiducie. L’acte de fiducie contient des dispositions concernant la renonciation aux défauts et l’annulation de telles déclarations et précise les modalités et conditions auxquelles sont soumises ces renonciations et annulations.

L’acte de fiducie contient des dispositions qui prévoient que tous les porteurs de débentures subordonnées en cours seront liés par des résolutions adoptées aux assemblées de tels porteurs, tenues conformément à de telles dispositions, ainsi que par des écrits signés par les porteurs d’une majorité spécifiée de débentures subordonnées en cours.

Sur présentation au bureau principal de l’agent chargé de la tenue des registres, la Compagnie Trust R-M, à St. John’s, Halifax, Charlottetown, Saint-John (N.-B.), Montréal, Toronto, Winnipeg, Regina, Calgary ou Vancouver, ou à tout autre endroit que peut choisir la société de temps à autre, mais sous réserve des dispositions de l’acte de fiducie et une fois satisfaites les exigences raisonnables du fiduciaire : (1) les débentures subordonnées de toute coupure peuvent être échangées pour des débentures subordonnées de toute autre coupure autorisée, dans chaque cas de la même série et pour un même montant en principal global; et (2) une débenture subordonnée peut être transférée par son porteur inscrit ou ses exécuteurs, administrateurs ou autres représentants légaux, ou par son ou leur fondé de pouvoir dûment mandaté par écrit.

Section 5.01

Cette débenture subordonnée ne liera la société que lorsqu’elle aura été attestée par le fiduciaire ou l’agent chargé de la tenue des registres alors en fonction en vertu de l’acte de fiducie ou au nom de l’un d’eux.

EN FOI DE QUOI Bell Canada a fait apposer son sceau à cette débenture subordonnée et l’a fait signer par son président et son secrétaire de la société en date du 17 avril 1996.

BELL CANADA

(Seal)

S ection 5.01

(Form of Registrar’s Certificate)

ATTESTATION DE L’AGENT CHARGÉ DE LA TENUE
DES REGISTRES

La présente débenture subordonnée est une des débentures subordonnées à 8,875 %, série 1, échéant en 2026, visées dans l’acte de fiducie mentionné ci-dessus.

Date d’attestation _______


	COMPAGNIE TRUST R-M, l’agent chargé de la tenue des registres
	Par :
		signataire autorisé

(Form of Transfer)

TRANSFERT

POUR VALEUR REÇUE, le(s) soussigné(s), par les présentes, cède(nt) et transporte(nt) à _______ la présente débenture subordonnée y compris le principal et les intérêts courus sur celle-ci et par les présentes constitue (nt) et nomme (nt) irrévocablement _______fondé de pouvoir aux fins de transférer cette débenture subordonnée sur le registre tenu à cette fin et avec plein droit de délégation de pouvoir.

Daté du _______

En présence de:

Section 6.01

ARTICLE SIX
Execution

SECTION 6.01. Counterparts and Formal Date . This First Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of April 17, 1996.


	BELL CANADA

/s/ A. D’Souza	by: /s/ S. J egher
Witness

		(Seal)

	MONTREAL TRUST
	COMPANY —
	COMPAGNIE MONTRÉAL
	TRUST

/s/ M. L ongpré	by: /s/ Guy L’Espérance
Witness

/s/ E. R einhold	and: /s/ Louis Lochhead
Witness

		(Seal)

Exhibit 7.6

Dated as of December 30, 1996

BELL CANADA

and

MONTREAL TRUST COMPANY
— COMPAGNIE MONTRÉAL TRUST
Trustee

SECOND SUPPLEMENTAL
TRUST INDENTURE

Table of Contents


Section	Page
Recitals		1

ARTICLE ONE
Interpretation

1.01 Part of Original Trust Indenture		2
1.02 Definitions		2

ARTICLE TWO
Issue of Series 2 Subordinated Debentures

2.01 Limit of Issue and Designation		3
2.02 Form and Terms of Series 2 Subordinated Debentures		3
2.03 Issue of Series 2 Subordinated Debentures		3
2.04 Notice to Series 2 Subordinated Debentureholders		4

ARTICLE THREE
Extension of Interest Payment Period

3.01 Right to Extend		5
3.02 Restrictions on Dividends and Retirement of Shares		5
3.03 Notice of Extension		5

ARTICLE FOUR
Redemption and Purchase of Series 2 Subordinated Debentures

4.01 Redemption of Series 2 Subordinated Debentures		6
4.02 Purchase of Series 2 Subordinated Debentures		6

ARTICLE FIVE
Form of Series 2 Subordinated Debentures

5.01 Form of Series 2 Subordinated Debentures		7

ARTICLE SIX
Execution

6.01 Counterparts and Formal Date		17

THIS SECOND SUPPLEMENTAL TRUST INDENTURE made as of December 30, 1996

BETWEEN


		BELL CANADA incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “Corporation”

		OF THE FIRST PART

		—and—

		MONTREAL TRUST COMPANY — COMPAGNIE MONTRÉAL TRUST, a trust company incorporated under the laws of the Province of Québec and having its head office in the City of Montréal in the Province of Québec, herein called the “Trustee”

		OF THE SECOND PART

WHEREAS under an indenture made as of April 17, 1996 between the Corporation and the Trustee (the “Original Trust Indenture”) the creation and issue of Subordinated Debentures from time to time without limitation as to principal amount was provided for;

AND WHEREAS by an indenture supplemental to the Original Trust Indenture, the Corporation has issued or authorized for issue $500,000,000 principal amount of 8.875% Subordinated Debentures, Series 1, Due 2026;

AND WHEREAS pursuant to the provisions of the Original Trust Indenture, the directors of the Corporation have authorized the creation and issue of additional Debentures thereunder upon the terms set forth in this Second Supplemental Trust Indenture;

AND WHEREAS all things necessary have been done and performed to authorize the execution of this Second Supplemental Trust Indenture, to make the same effective and binding upon the Corporation and to make the additional series of Subordinated Debentures when certified by the Trustee or the Registrar and issued as provided in this Second Supplemental Trust Indenture valid, binding and legal obligations of the Corporation with the benefits and subject to the terms of the Original Trust Indenture and this Second Supplemental Trust Indenture.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows;

Section 1.01

ARTICLE ONE
Interpretation

Section 1.01. Part of Original Trust Indenture . The Original Trust Indenture is a part of this Second Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Second Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expressions in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Second Supplemental Trust Indenture, shall apply to and shall have effect in connection with this Second Supplemental Trust Indenture.

Section 1.02. Definitions . In this Second Supplemental Trust Indenture, unless there is something in the subject matter or context inconsistent therewith:

“7.65% Subordinated Debentures, Series 2, Due 2031” and “Series 2 Subordinated Debentures” mean the $500,000,000 aggregate principal amount of 7.65% Subordinated Debentures, Series 2, Due 2031 referred to in Section 2.01 hereof, including Debentures issued in substitution for any such Debentures.

Section 2.01

ARTICLE TWO
Issue of Series 2 Subordinated Debentures

Section 2.01. Limit of Issue and Designation . A series of Subordinated Debentures is hereby created and authorized to be issued pursuant to the Original Trust Indenture consisting of and limited to $500,000,000 principal amount in lawful money of Canada and hereby designated “7.65% Subordinated Debentures, Series 2, Due 2031”.

Section 2.02. Form and Terms of Series 2 Subordinated Debentures . The Series 2 Subordinated Debentures shall be issued as fully registered Debentures only in denominations of any multiple of $1,000; shall be in both the English and French languages and be in or substantially in the form set forth in Article Five; each of the Series 2 Subordinated Debentures shall be dated December 30, 1996; shall be payable in lawful money of Canada on December 30, 2031 at any branch in Canada of Bank of Montreal, at the holder’s option, and shall bear interest payable at any one of the said places at the holder’s option in like money at the rate of 7.65% per annum, and, subject to the provisions of Article Three hereof, the first of such interest payments to be made on June 30, 1997 and thereafter half-yearly on June 30 and December 30 in each year; shall be redeemable at the option of the Corporation upon the terms stated in Article Four hereof; and shall bear such distinguishing letters and numbers as the Trustee shall approve.

Section 2.03. Issue of Series 2 Subordinated Debentures . Series 2 Subordinated Debentures to the aggregate principal amount of $150,000,000 in definitive form may forthwith be executed by the Corporation and certified by or on behalf of the Trustee or the Registrar and delivered by the Trustee to or upon the written order of the Corporation, without the Trustee or the Registrar receiving any consideration therefor.

In addition, Series 2 Subordinated Debentures to the aggregate principal amount of $350,000,000 in definitive form may from time to time be executed by the Corporation and certified by or on behalf of the Trustee or the Registrar and delivered by the Trustee or the Registrar to or upon the written order of the Corporation, without the Trustee or the Registrar receiving any consideration therefor.

Section 2.04

Section 2.04. Notice to Series 2 Subordinated Debentureholders . The Trustee shall, within 90 days after the occurrence of a default, give to all holders of Series 2 Subordinated Debentures notice (in the manner provided in Article Twelve of the Original Trust Indenture) of all defaults known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purpose of this Section 2.04 being hereby defined to be the events specified in subsections (a), (b), (c), (d) and (e) of section 6.01 of the Original Trust Indenture, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in subsection (d) of section 6.01 of the Original Trust Indenture); and provided that, except in the case of default in the payment of the principal of or interest on any of the Series 2 Subordinated Debentures, the Trustee shall be protected in withholding such notice if and so long as the board of directors, or any committee thereof, of the Trustee in good faith determines that the withholding of such notice is in the interest of the holders of the Series 2 Subordinated Debentures.

Section 3.01

ARTICLE THREE
Extension of Interest Payment Period

Section 3.01. Right to Extend . The Corporation shall have the right, at its option, to elect to extend from time to time an interest payment period in respect of the Series 2 Subordinated Debentures for a term not exceeding 5 years (the “Extension Period”), provided that the Extension Period shall terminate on an interest payment date on which interest would otherwise have been payable in accordance with the provisions of Section 2.02 hereof and that the Extension Period shall not extend beyond the maturity of the Series 2 Subordinated Debentures. Prior to the expiration of the Extension Period, the Corporation shall have the right from time to time to increase the term of such Extension Period, provided that, following any such increases, the term of the Extension Period shall not exceed 5 years or extend beyond the maturity of the Series 2 Subordinated Debentures. At the expiration of the Extension Period the Corporation shall pay all interest then accrued and unpaid on the Series 2 Subordinated Debentures together with interest thereon at the rate specified in Section 2.02 hereof. Upon the termination of any Extension Period and the payment of all amounts then due, the Corporation shall have the right to elect a new Extension Period.

Section 3.02. Restrictions on Dividends and Retirement of Shares . During any Extension Period the Corporation shall not: (i) declare, pay or set apart for payment any dividends on the Common Shares of the Corporation or any class or series of preferred shares of the Corporation; or (ii) except in connection with the exercise of a shareholder’s right to require the Corporation to redeem shares of the Corporation in accordance with the terms and conditions attaching thereto, call for redemption, redeem, purchase or otherwise retire for value or make any capital distribution on or in respect of the Common Shares of the Corporation or any class or series of preferred shares of the Corporation.

Section 3.03. Notice of Extension . The Corporation shall give to the Trustee and to all holders of Series 2 Subordinated Debentures notice (in the manner provided in Article Twelve of the Original Trust Indenture) of its election to extend an interest payment period or increase the term of any Extension Period at least 10 Business Days (as defined below) prior to the next interest payment date and such notice shall specify the date on which the Extension Period shall terminate.

“Business Day” shall mean a day on which both The Montreal Exchange and The Toronto Stock Exchange or any successor facilities are open for business.

Section 4.01

ARTICLE FOUR
Redemption and Purchase of Series 2 Subordinated Debentures

Section 4.01. Redemption of Series 2 Subordinated Debentures . The Corporation shall have the right at its option, and upon prior notice of not less than 30 days nor more than 60 days, to redeem prior to December 30, 2031 at any time the whole or from time to time any part of the Series 2 Subordinated Debentures for the time being outstanding in lawful money of Canada at a price equal to the higher of the Canada Yield Price (as defined below) and 100% of the principal amount thereof, together in each case with accrued interest, if any, to the date fixed for redemption.

“Canada Yield Price” shall mean a price equal to the price of the Series 2 Subordinated Debentures calculated to provide a yield to maturity compounded semi-annually and calculated in accordance with generally accepted financial practice, equal to the Government of Canada Yield plus 0.15% on the Business Day preceding the date of the resolution of the directors authorizing the redemption.

Section 4.02. Purchase of Series 2 Subordinated Debentures . The Corporation shall have the right at any time and from time to time to purchase Series 2 Subordinated Debentures in the market, by tender or by private contract at any price.

Section 5.01

ARTICLE FIVE
Form of Series 2 Subordinated Debentures

Section 5.01. Form of Series 2 Subordinated Debentures . The following is the form of Series 2 Subordinated Debentures referred to in Section 2.02:



No.		$

BELL CANADA

7.65% SUBORDINATED DEBENTURE, SERIES 2, DUE 2031

BELL CANADA (hereinafter called the “Corporation”) for value received hereby acknowledges itself indebted and promises to pay to ___ or registered assigns on December 30, 2031, or on such earlier date as the principal hereof may become due in accordance with the provisions of the Trust Indenture hereinafter mentioned, the principal sum of_______ DOLLARS in lawful money of Canada on presentation and surrender of this Subordinated Debenture at any branch in Canada of Bank of Montreal, at the holder’s option, and to pay interest on the said principal sum at the rate of 7.65% per annum in like money, subject to the right of the Corporation to extend an interest payment period as provided for herein, half-yearly on June 30, and December 30 in each year, commencing June 30, 1997, until payment of the said principal sum, from the date hereof or from the interest payment date next preceding the date of certification hereof, whichever shall be the later, unless such date of certification be an interest payment date, in which event this Subordinated Debenture shall bear interest from such interest payment date, such interest to be payable at any one of the said places at the holder’s option; and should the Corporation at any time make default in the payment of the principal or interest, to pay interest on the amount in default at the same rate in like money at the same places and half-yearly on the same dates. Interest hereon shall be payable (except at maturity when interest may at the option of the Corporation be paid on surrender hereof) by cheque mailed to the registered holder hereof as provided in the Trust Indenture and, subject to the provisions of the Trust Indenture, the mailing of such cheque shall satisfy and discharge the liability for interest on this Subordinated Debenture to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold therefrom.

Section 5.01

This Subordinated Debenture is one of the Subordinated Debentures of the Corporation issued or issuable in one or more series under the provisions of an indenture (which indenture together with all instruments supplemental or ancillary thereto is herein referred to as the “Trust Indenture”) made as of April 17, 1996, between the Corporation and Montreal Trust Company, as Trustee (hereinafter called the “Trustee”). The 7.65% Subordinated Debentures, Series 2, Due 2031 (herein sometimes referred to as the “Series 2 Subordinated Debentures”), of which this is one, are limited to an aggregate principal amount of $500,000,000 in lawful money of Canada and mature on December 30, 2031. The aggregate principal amount of Subordinated Debentures of other series which may be issued under the Trust Indenture is unlimited, but such Subordinated Debentures may be issued only upon the terms and subject to the conditions provided in the Trust Indenture.

This Subordinated Debenture and all other Subordinated Debentures certified and delivered under the Trust Indenture rank equally and ratably without discrimination, preference or priority. This Subordinated Debenture is an unsecured direct obligation of the Corporation. The Trust Indenture provides that in the event of the insolvency or winding-up of the Corporation, the indebtedness evidenced by all Subordinated Debentures issued thereunder, including the Series 2 Subordinated Debentures, will be subordinate in right of payment to the prior payment in full of the principal of, premium, if any, interest on and other amounts in respect of (i) indebtedness, other than indebtedness represented by the Subordinated Debentures, issued, assumed or guaranteed by the Corporation for borrowed money or for the deferred purchase price of property; (ii) all other liabilities of the Corporation; and (iii) renewals, extensions or refundings of any such indebtedness, except, in each case, those which by their terms rank in right of payment equally with or subordinate to the Subordinated Debentures. Reference is made to the Trust Indenture for particulars of the rights of the holders of Subordinated Debentures and of the Corporation and of the Trustee and the terms and conditions upon which the Subordinated Debentures are issued and held, to all of which the holder of this Subordinated Debenture, by acceptance hereof, assents.

Section 5.01

5 years or extend beyond the maturity of the Series 2 Subordinated Debentures. At the expiration of the Extension Period the Corporation shall pay all interest then accrued and unpaid on the Series 2 Subordinated Debentures together with interest thereon at the rate of 7.65% per annum. Upon the termination of any Extension Period and the payment of all amounts then due, the Corporation shall have the right to elect a new Extension Period. The Corporation shall give notice of its selection of an Extension Period or an increase in the term thereof at least 10 business days prior to the next interest payment date.

The Corporation shall have the right at its option and upon prior notice of not less than 30 days nor more than 60 days to redeem prior to December 30, 2031 at any time the whole or from time to time any part of the Series 2 Subordinated Debentures for the time being outstanding at a price equal to the higher of the Canada Yield Price (as defined in the Trust Indenture) and 100% of the principal amount thereof, together in each case with accrued interest, if any, to the date fixed for redemption.

The right is reserved to the Corporation to purchase Series 2 Subordinated Debentures in the market, by tender or by private contract at any price.

Section 5.01

the registered holder thereof or his executors, administrators or other legal representatives or his or their attorney duly appointed in writing.

IN WITNESS WHEREOF Bell Canada has caused its corporate seal to be hereto affixed and this Subordinated Debenture to be signed by its President and its Corporate Secretary and dated December 30, 1996.

BELL CANADA

Section 5.01

(Form of Registrar’s Certificate)
REGISTRAR’S CERTIFICATE

This Subordinated Debenture is one of the 7.65% Subordinated Debentures, Series 2, Due 2031 referred to in the Trust Indenture within mentioned.

Date of certification __________


	THE R-M TRUST COMPANY, Registrar
	By:
		Authorized Officer

(Form of Transfer)

TRANSFER

FOR VALUE RECEIVED, the undersigned hereby assign(s) and transfer(s) unto _______ the within Subordinated Debenture, together with the principal thereof and all accrued interest thereon, hereby irrevocably constituting and appointing _______attorney to transfer the said Subordinated Debenture on the register maintained for that purpose with full power of substitution in the premises.

Dated _________

In the presence of:

Section 5.01


No			$

BELL CANADA

DEBENTURE SUBORDONNÉE À 7,65 % , SÉRIE 2,
ÉCHÉANT EN 2031

BELL CANADA (ci-après appelée la «société»), pour valeur reçue, reconnaît par les présentes devoir et promet de payer à ___ou à ses ayants droit inscrits, le 30 décembre 2031 ou à toute date antérieure à laquelle le principal des présentes peut devenir exigible en vertu des dispositions de l’acte de fiducie mentionné ci-dessous, le montant en principal de _______ DOLLARS en monnaie légale du Canada sur présentation et remise de cette débenture subordonnée à toute succursale au Canada de la Banque de Montréal, au choix du porteur, et de payer l’intérêt sur ledit montant en principal au taux de 7,65 % l’an, en la même monnaie, sous réserve du droit de la société de prolonger la période de paiement des intérêts, ainsi qu’il est prévu dans les présentes, semi-annuellement le 30 juin et le 30 décembre de chaque année, à compter du 30 juin 1997, jusqu’au paiement dudit montant en principal, à compter de la date des présentes ou de la date de paiement d’intérêt qui précède immédiatement la date d’attestation des présentes, selon la dernière éventualité, à moins que cette date d’attestation ne soit une date de paiement d’intérêt, auquel cas cette débenture subordonnée portera intérêt à compter de cette date de paiement d’intérêt, cet intérêt étant payable à l’un ou l’autre de ces endroits, au choix du porteur. Au cas où la société ferait défaut, à tout moment, de payer le principal ou tout intérêt sur cette débenture subordonnée, elle promet de payer l’intérêt sur le montant en défaut en la même monnaie et au même taux, aux mêmes endroits et semi-annuellement, aux mêmes dates. L’intérêt sur cette débenture subordonnée sera payable (sauf à l’échéance alors que l’intérêt pourra, au choix de la société, être payé sur remise de cette débenture subordonnée) par chèque posté au porteur inscrit de cette débenture subordonnée, tel que le prévoit l’acte de fiducie, et, sous réserve des dispositions de l’acte de fiducie, l’envoi par la poste d’un tel chèque satisfera et acquittera l’obligation de payer l’intérêt sur cette débenture subordonnée jusqu’à concurrence du montant représenté par ce chèque plus le montant de toute taxe ou impôt que la société est tenue de retenir et qu’elle retient.

Section 5.01

débenture subordonnée fait partie, sont limitées au montant en principal global de 500 000 000 $ en monnaie légale du Canada et viennent à échéance le 30 décembre 2031. Le montant en principal global des débentures subordonnées des autres séries qui peuvent être émises en vertu de l’acte de fiducie est illimité, mais ces débentures subordonnées ne peuvent être émises que conformément aux modalités et sous réserve des conditions prévues dans l’acte de fiducie.

Cette débenture subordonnée prend rang égal et proportionnel avec toutes les autres débentures subordonnées attestées et livrées en vertu de l’acte de fiducie, sans distinction, préférence ou priorité. Cette débenture subordonnée constitue une obligation directe non garantie de la société. L’acte de fiducie prévoit qu’en cas d’insolvabilité ou de liquidation de la société, l’endettement constaté par toutes les débentures subordonnées émises en vertu de celui-ci, y compris les débentures subordonnées de la série 2, sera subordonné, quant au droit de paiement, au paiement prioritaire et intégral du principal, ainsi que de la prime, le cas échéant, de l’intérêt et d’autres montants afférents à (i) l’endettement, autre que l’endettement représenté par les débentures subordonnées, émis, pris en charge ou garanti par la société découlant de capitaux empruntés ou du paiement différé d’un bien; (ii) toute autre dette de la société; et (iii) des renouvellements, prolongations ou remboursements de tel endettement sauf, dans chaque cas, de l’endettement qui, selon ses modalités, a égalité ou infériorité de rang, quant au droit de paiement, par rapport aux débentures subordonnées. Il y a lieu de se reporter à l’acte de fiducie pour le détail des droits des porteurs de débentures subordonnées, ceux de la société et du fiduciaire et pour le détail des modalités et conditions en vertu desquelles les débentures subordonnées sont émises et détenues, à l’ensemble desquels le porteur de cette débenture subordonnée consent par son acceptation des présentes.

Sous réserve des conditions prévues dans l’acte de fiducie, la société aura le droit, à son gré, de prolonger de temps à autre la période de paiement des intérêts, pourvu que la prolongation n’excède pas 5 ans (la «période de prolongation»), et que cette période de prolongation se termine à une date de paiement d’intérêt à laquelle des intérêts seraient autrement payables conformément aux dispositions des présentes et ne dépasse pas l’échéance des débentures subordonnées de la série 2. La société pourra, avant l’expiration de toute période de prolongation, de temps à autre, accroître la durée d’une telle période de prolongation, pourvu que, à la suite d’un tel accroissement, la période de prolongation n’excède pas 5 ans ou ne dépasse pas l’échéance des débentures subordonnées de la série 2. A l’expiration de la période de prolongation, la société paiera les intérêts courus et non versés sur les débentures subordonnées de la série 2, y compris les intérêts sur ceux-ci, au taux de 7,65 % l’an. Lorsqu’une période de prolongation se termine et que tous les montants alors dus sont payés, la société peut

Section 5.01

choisir une nouvelle période de prolongation. La société doit aviser les porteurs de son choix d’une telle période de prolongation ou d’un tel accroissement au moins 10 jours ouvrables avant la prochaine date de paiement des intérêts.

La société aura le droit, à son gré, sur préavis d’au moins 30 jours et d’au plus 60 jours, de racheter avant le 30 décembre 2031 en totalité ou de temps à autre en partie les débentures subordonnées de la série 2 alors en cours à un prix égal au plus élevé des montants suivants, à savoir le prix basé sur le rendement des obligations du gouvernement du Canada (tel que ce terme est défini à l’acte de fiducie) et 100 % du montant en principal de celles-ci plus, dans chaque cas, l’intérêt couru, le cas échéant, jusqu’à la date fixée pour le rachat.

La société se réserve le droit d’acheter, à quelque prix que ce soit, des débentures subordonnées de la série 2 sur le marché, par appel d’offres ou par convention privée.

Sur présentation au bureau principal de l’agent chargé de la tenue des registres, la Compagnie Trust R-M, à St. John’s, Halifax, Charlottetown, Saint-John (N.-B.), Montréal, Toronto, Winnipeg, Regina, Calgary ou Vancouver, ou à tout autre endroit que peut choisir la société de temps à autre, mais sous réserve des dispositions de l’acte de fiducie et une fois satisfaites les exigences raisonnables du fiduciaire: (1) les débentures subordonnées de toute coupure peuvent être échangées pour des débentures subordonnées de toute autre coupure autorisée, dans chaque cas de la même série et pour un même montant en principal global; et (2) une débenture subordonnée peut être transférée par son porteur inscrit ou ses exécuteurs, administrateurs ou autres représentants légaux, ou par son ou leur fondé de pouvoir dûment mandaté par écrit.

Section 5.01

EN FOI DE QUOI Bell Canada a fait apposer son sceau à cette débenture subordonnée et l’a fait signer par son président et son secrétaire de la société en date du 30 décembre 1996.

BELL CANADA


Le secrétaire de la société,		Le président,




	(Seal)

Section 5.01

(Form of Registrar’s Certificate)

ATTESTATION DE L’AGENT CHARGÉ
DE LA TENUE DES REGISTRES

La présente débenture subordonnée est une des débentures subordonnées à 7,65 % , série 2, échéant en 2031, visées dans l’acte de fiducie mentionné ci-dessus.

Date d’attestation _______


	COMPAGNIE TRUST R-M, l’agent chargé de la tenue des registres
	Par:
		signataire autorisé

(Form of Transfer)

TRANSFERT

POUR VALEUR REÇUE, le(s) soussigné(s), par les présentes, cède(nt) et transporte(nt) à _______ la présente débenture subordonnée y compris le principal et les intérêts courus sur celle-ci et par les présentes constitue(nt) et nomme(nt) irrévocablement_______ fondé de pouvoir aux fins de transférer cette débenture subordonnée sur le registre tenu à cette fin et avec plein droit de délégation de pouvoir.

Daté du ______

En présence de:

Section 6.01

ARTICLE SIX
Execution

Section 6.01. Counterparts and Formal Date. This Second Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of December 30, 1996.


	BELL CANADA

/s/ S.S. Boyamian	by: /s/ Louis O. Racine
Witness		(Seal)

	MONTREAL TRUST COMPANY
	—COMPAGNIE MONTRÉAL TRUST

/s/ J. Monette	by: /s/ Louis Lochhead
Witness

/s/ L. Noun	and: /s/ Guy L’Espérance
Witness

		(Seal)

Exhibit 7.7

Dated as of April 1, 2003

BELL CANADA

and

MONTREAL TRUST
COMPANY OF CANADA —
COMPAGNIE MONTRÉAL TRUST
DU CANADA

and

COMPUTERSHARE TRUST
COMPANY OF CANADA —
SOCIÉTÉ DE FIDUCIE
COMPUTERSHARE DU CANADA

THIRD SUPPLEMENTAL
TRUST INDENTURE

Table of Contents


Section	PAGE

Recitals		1

ARTICLE ONE
Interpretation

1.01 Part of Original Trust Indenture		3

ARTICLE TWO
Covenants of the Corporation

2.01 Confirmation of Covenants		3

ARTICLE THREE
Resignation and Replacement of Trustee

3.01 Notice of Resignation		3
3.02 Waiver of Notice		3
3.03 Resignation and Replacement of Trustee		4
3.04 Appointment of Computershare		4
3.05 Acceptance by Computershare		4
3.06 Representation and Warranty by Computershare		4
3.07 Assignment		4
3.08 Conflict of Interest		4

ARTICLE FOUR
Confirmation

4.01 Confirmation		5

ARTICLE FIVE
Execution

5.01 Counterparts and Formal Date		5

THIS THIRD SUPPLEMENTAL TRUST INDENTURE made as of April 1, 2003


AMONG		BELL CANADA, incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “Corporation”

		OF THE FIRST PART

		—and—

		MONTREAL TRUST COMPANY OF CANADA — COMPAGNIE MONTRÉAL TRUST DU CANADA, a trust company incorporated under the laws of the Province of Québec and having its head office in the City of Montréal, in the Province of Québec, herein called “Montreal Trust”

		OF THE SECOND PART

		—and—

		COMPUTERSHARE TRUST COMPANY OF CANADA — SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, a trust company incorporated under the laws of Canada and having its head office in the City of Toronto, in the Province of Ontario, herein called “Computershare”

		OF THE THIRD PART

WHEREAS under an indenture dated as of April 17, 1996 between the Corporation and the Trustee (the “Original Trust Indenture”) the creation and issue of Subordinated Debentures from time to time without limitation as to principal amount was provided for;

AND WHEREAS by indentures supplemental to the Original Trust Indenture, the Corporation has issued or authorized for issue $500,000,000 principal amount of 8.875% Subordinated Debentures, Series 1, Due 2026 and $500,000,000 principal amount of 7.65% Subordinated Debentures, Series 2, Due 2031 (all such series of Subordinated Debentures being herein referred to as the “Authorized Debentures”);

AND WHEREAS effective May 31, 1999, Bell Canada amalgamated with 3588572 Canada Inc. pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS effective January 1, 2003, Bell Canada amalgamated with Bell Zinc Corporation pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS effective April 1, 2003 Bell Canada amalgamated with BCE Nexxia Inc., 3474461 Canada Inc. and Sympatico Inc., pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS Montreal Trust has agreed, subject to acceptance by the Corporation, to transfer to Computershare its appointment as Trustee under the Trust Indenture;

AND WHEREAS pursuant to Section 11.09 of the Original Trust Indenture, Montreal Trust desires to resign as Trustee under the Trust Indenture and be discharged from the trusts thereof and the Corporation is prepared to accept such resignation and appoint Computershare as successor Trustee;

AND WHEREAS Computershare is willing to accept such appointment and represents that it has the qualifications to act as Trustee as provided for in the Original Trust Indenture;

AND WHEREAS the parties wish to execute this Third Supplemental Trust Indenture for the purpose of providing for the resignation of Montreal Trust as Trustee and for its replacement by Computershare;

AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, sections 8.01 and 11.09 thereof, it is desirable that the parties enter into and execute this Third Supplemental Trust Indenture for the purpose of confirming the obligations of the Corporation and provide for the resignation of Montreal Trust as Trustee and for its replacement by Computershare.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

Section 1.01

ARTICLE ONE
Interpretation

SECTION 1.01 Part of Original Trust Indenture. The Original Trust Indenture is a part of this Third Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Third Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expression herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Third Supplemental Trust Indenture, shall apply to and have effect in connection with this Third Supplemental Trust Indenture.

ARTICLE TWO
Covenants of the Corporation

SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Trust Indenture;

(2) To perform and observe punctually all the obligations of Bell Canada under the Trust Indenture and under and in respect of all outstanding Debentures; and

(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Trust Indenture as fully and completely as if it had itself executed the Trust Indenture as Party of the First Part to the Trust Indenture and had expressly agreed therein to observe and perform the same.

ARTICLE THREE
Resignation and Replacement of Trustee

SECTION 3.01 Notice of Resignation. Montreal Trust hereby gives notice to the Corporation of its intention to resign as Trustee under the Trust Indenture effective as of the date hereof.

SECTION 3.02 Waiver of Notice. The Corporation hereby accepts as sufficient the notice of resignation given by Montreal Trust in Section 3.01 hereof.

SECTION 3.03 Resignation and Replacement of Trustee. In accordance with the Original Trust Indenture and its notice provided in Section 3.01, Montreal Trust hereby resigns as Trustee which resignation is hereby accepted by the Corporation, and Montreal Trust is hereby discharged (i) from all trusts and powers reposed in and conferred upon Montreal Trust under the Trust Indenture and (ii) from all liabilities, obligations and duties to be performed under the Trust Indenture insofar and to the extent only that such liabilities, obligations and duties arise from and after the date hereof and relate to any period, date or time that shall commence or occur on or after the date hereof.

SECTION 3.04 Appointment of Computershare. The Corporation hereby appoints Computershare as Trustee under the Trust Indenture in replacement of and as successor to Montreal Trust and acknowledges and declares Computershare is vested as of and from the date hereof with the powers, rights, interests and obligations of the Trustee under the Trust Indenture upon the trusts set forth therein.

SECTION 3.05 Acceptance by Computershare. Computershare hereby accepts its appointment under Section 3.04 as Trustee under the Trust Indenture and agrees as of and from the date hereof to (i) perform its duties and obligations as Trustee under the Trust Indenture; and (ii) hold all the rights, privileges and benefits conferred thereby and by law in trust for the persons who shall from time to time be holders of Debentures subject to all the terms and conditions set forth in the Trust Indenture.

SECTION 3.06 Representation and Warranty by Computershare. Computershare hereby represents and warrants to the Corporation that it is a corporation authorized to carry on the business of a trust company in the Province of Québec and every other jurisdiction in Canada where such authorization or qualification is necessary to enable it to act as the Trustee under the provisions of the Trust Indenture.

SECTION 3.07 Assignment. Montreal Trust hereby transfers and assigns absolutely to Computershare all of its title and interest in and to all property which is subject to the trusts set forth in the Trust Indenture and Computershare hereby accepts all of Montreal Trust’s title and interest therein and thereto.

SECTION 3.08 Conflict of Interest. Computershare represents that at the time of the execution and delivery hereof no material conflict of interest exists in Computershare’s role as a fiduciary under the Trust Indenture and agrees that in the event of a material conflict of interest arising hereafter it will, within ninety (90) days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust under and in accordance with the Trust Indenture.

Section 4.01

ARTICLE FOUR
Confirmation

SECTION 4.01 Confirmation. The Corporation hereby acknowledges and confirms that, except as specifically amended by the provisions of this Third Supplemental Trust Indenture, all of the terms and conditions contained in the Trust Indenture are and shall remain in full force and effect, unamended, in accordance with the provisions thereof on the same basis as if Computershare had been originally named as Trustee in the Original Trust Indenture. The Corporation hereby further agrees that the name of Computershare shall in all respects be construed in the place and stead of the name of Montreal Trust in the Trust Indenture and in all other documents delivered in connection therewith, including, without limitation, the Authorized Debentures. The amendments provided for in this Third Supplemental Trust Indenture shall not prejudice any act or thing done prior to the date of this Third Supplemental Trust Indenture.

ARTICLE FIVE
Execution

SECTION 5.01 Counterparts and Formal Date. This Third Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of April 1, 2003.


	BELL CANADA
	By:	/s/ Michael T. Boychuk


	MONTREAL TRUST COMPANY OF CANADA — COMPAGNIE MONTRÉAL TRUST DU CANADA
	By:	/s/ Tina Vitale



	By:	/s/ Johanne Monette



	COMPUTERSHARE TRUST COMPANY OF CANADA — SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
	By:	/s/ Tina Vitale


	By:	/s/ Johanne Monette

Exhibit 7.8

Dated as of February 1, 2005

BELL CANADA

and

COMPUTERSHARE TRUST
COMPANY OF CANADA —
SOCIÉTÉ DE FIDUCIE
COMPUTERSHARE DU CANADA

FOURTH SUPPLEMENTAL
TRUST INDENTURE

Table of Contents


Section		PAGE

	Recitals		1

	ARTICLE ONE Interpretation

1.01	Part of Original Trust Indenture		2

	ARTICLE TWO Covenants of the Corporation

2.01	Confirmation of Covenants		2

	ARTICLE THREE Execution

3.01	Counterparts and Formal Date		3

THIS FOURTH SUPPLEMENTAL TRUST INDENTURE made as of February 1, 2005


AMONG		BELL CANADA, incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “Corporation”

		OF THE FIRST PART

		— and —

		COMPUTERSHARE TRUST COMPANY OF CANADA — SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, a trust company incorporated under the laws of Canada and having its head office in the City of Toronto, in the Province of Ontario, herein called “Computershare”

		OF THE SECOND PART

WHEREAS under an indenture dated as of April 17, 1996 (the “Original Trust Indenture” ) between the Corporation and Montreal Trust Company of Canada — Compagnie Montréal Trust du Canada (the “Original Trustee” ) the creation and issue of Subordinated Debentures from time to time without limitation as to principal amount was provided for;

AND WHEREAS by a Third Supplemental Trust Indenture to the Original Trust Indenture (i) the Original Trustee, the Corporation and Computershare provided for the resignation of the Original Trustee and its replacement by Computershare as trustee under the Trust Indenture and (ii) the Corporation restated its covenants following its successive amalgamations with various affiliates;

AND WHEREAS effective December 1, 2004, the Corporation amalgamated with GT Group Telecom Services Corp. pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS effective February 1, 2005, the Corporation amalgamated with Bell West pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, section 8.01 thereof it is desirable that the Corporation enter into and execute this Fourth Supplemental Trust Indenture in favour of Computershare to confirm the obligations of the Corporation.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

ARTICLE ONE
Interpretation

SECTION 1.01 Part of Original Trust Indenture . The Original Trust Indenture is a part of this Fourth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Fourth Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expression herein contained shall have the same meaning as corresponding expression in -the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Fourth Supplemental Trust Indenture, shall apply to and have effect in connection with this Fourth Supplemental Trust Indenture.

ARTICLE TWO
Covenants of the Corporation

SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Trust Indenture;

(2) To perform and observe punctually all the obligations of Bell Canada under the Trust Indenture and under and in respect of all outstanding Debentures; and

(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Trust Indenture as fully and completely as if

it had itself executed the Trust Indenture as Party of the First Part to the Trust Indenture and had expressly agreed therein to observe and perform the same.

ARTICLE THREE
Execution

SECTION 3.01. Counterparts and Formal Date. This Fourth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of February 1, 2005.


	BELL CANADA
	By:	/s/ Michael T. Boychuk

	COMPUTERSHARE TRUST COMPANY OF CANADA — SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
	By:	/s/ Tina Vitale


	By:	/s/ Louis-Philippe Marineau

Exhibit 7.9

Dated as of January 1, 2007

BELL CANADA

and

COMPUTERSHARE TRUST COMPANY OF CANADA —
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA

FIFTH SUPPLEMENTAL

TRUST INDENTURE

TABLE OF CONTENTS


Section		PAGE

Recitals			1

	ARTICLE ONE

	Interpretation

1.01	Part of Original Trust Indenture		2

	ARTICLE TWO

	Covenants of the Corporation

2.01	Confirmation of Covenants		2

	ARTICLE THREE

	Execution

3.01	Counterparts and Formal Date		3

THIS FIFTH SUPPLEMENTAL TRUST INDENTURE made as of January 1, 2007


AMONG		BELL CANADA, incorporated under the laws of Canada and having its registered office in the City of Montréal, in the Province of Québec, herein called the “ Corporation ”

		OF THE FIRST PART

		— and —

		COMPUTERSHARE TRUST COMPANY OF CANADA — SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, a trust company incorporated under the laws of Canada and having its head office in the City of Toronto, in the Province of Ontario, herein called “ Trustee ”

		OF THE SECOND PART

WHEREAS under an indenture dated as of April 17, 1996 (the “ Original Trust Indenture ”) between the Corporation and Montreal Trust Company of Canada — Compagnie Montréal Trust du Canada (the “ Original Trustee ”) the creation and issue of Subordinated Debentures from time to time without limitation as to principal amount was provided for;

AND WHEREAS by a Third Supplemental Trust Indenture to the Original Trust Indenture (i) the Original Trustee, the Corporation and the Trustee provided for the resignation of the Original Trustee and its replacement by the Trustee as trustee under the Trust Indenture and (ii) the Corporation restated its covenants following its successive amalgamations with various affiliates;

AND WHEREAS effective January 1, 2007, the Corporation amalgamated with its wholly-owned direct or indirect subsidiaries listed in Schedule A hereof pursuant to the provisions of the Canada Business Corporations Act ;

AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Fifth Supplemental Trust Indenture in favour of the Trustee to confirm the covenants and obligations of the Corporation.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

ARTICLE ONE

Interpretation

SECTION 1.01 Part of Original Trust Indenture . The Original Trust Indenture is a part of this Fifth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Fifth Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expression herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Fifth Supplemental Trust Indenture, shall apply to and have effect in connection with this Fifth Supplemental Trust Indenture.

ARTICLE TWO

Covenants of the Corporation

SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Trust Indenture;

(2) To perform and observe punctually all the obligations of Bell Canada under the Trust Indenture and under and in respect of all outstanding Debentures; and

ARTICLE THREE

Execution

SECTION 3.01. Counterparts and Formal Date. This Fifth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of January 1, 2007.


	BELL CANADA
	By:	/s/ Michael T. Boychuk
		Michael T. Boychuk
		Senior Vice-President & Treasurer

	COMPUTERSHARE TRUST COMPANY OF CANADA —SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
	By:	/s/ Amir Kafshdarah
		Amir Kafshdarah
		Professional, Corporate Trust

	By:	/s/ Ekaterini Galouzis
		Ekaterini Galouzis
		Administrator, Corporate Trust

SCHEDULE A

LIST OF AMALGAMATED SUBSIDIARIES


1.		Infostream Technologies Inc.
2.		3787851 Canada Inc.
3.		Bell Security Solutions Inc.
4.		Once Corporation
5.		Césart Création Inc.
6.		4371542 Canada Inc.

Exhibit 7.10

Dated as of February 1, 2007

BELL CANADA

and

BCE INC.

and

COMPUTERSHARE TRUST COMPANY OF
CANADA—
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU
CANADA
Trustee

SIXTH SUPPLEMENTAL TRUST INDENTURE

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE made as of February 1, 2007.


BETWEEN:		BELL CANADA , a corporation incorporated under the laws of Canada

		(the “ Corporation ”)

		— and —

		BCE INC. , a corporation incorporated under the laws of Canada

		(the “ Guarantor ”)

		— and —

		COMPUTERSHARE TRUST COMPANY OF CANADA , a corporation governed by the Trust and Loan Companies Act (Canada)

		(the “ Trustee ”)

RECITALS :

A.		The Corporation currently has subordinated debentures, Series 1 and Series 2 (the “ Subject Debentures ”), issued and outstanding pursuant to a trust indenture between the Corporation and the Trustee dated as of April 17, 1996, as from time to time supplemented, modified or changed (the “ Original Trust Indenture ”);

B.		The Guarantor directly and indirectly owns 100% of the issued and outstanding shares in the capital of the Corporation;

C.		It is in the best interest of the Corporation and the Guarantor that the Guarantor provides the Trustee with a guarantee in connection with the Corporation’s payment obligations to the Trustee and to the Debentureholders rateably under: (i) the Subject Debentures and the Original Trust Indenture, and (ii) unless a supplemental trust indenture creating and establishing the terms of any subsequent series of Debentures provides otherwise, each Debenture of any series hereinafter issued in accordance with the terms of the Original Trust Indenture (collectively and individually referred to herein as the “ Guaranteed Obligations ”);

D.		Section 10.01 of the Original Trust Indenture provides, among other things, that the Trustee and, when authorized by a resolution of the directors of the Corporation, the Corporation, may, subject to the provisions of the Original Trust Indenture, and they shall, when directed by the Original Trust Indenture, execute and deliver by their proper officers, indentures or other instruments supplemental to the Original Trust Indenture for the purpose of, inter alia , adding to the covenants of the Corporation contained in the

		Original Trust Indenture for the protection of holders of the Debentures or of Debentures of any series and for any other purpose not inconsistent with the terms of the Original Trust Indenture;

E.		All necessary matters and things have been done and performed by the Corporation and the Guarantor to authorize the execution and delivery of this Sixth Supplemental Trust Indenture and to make this Sixth Supplemental Trust Indenture legal, valid and binding upon the Corporation and the Guarantor subject to the terms of the Original Trust Indenture and this Sixth Supplemental Indenture; and

F.		The foregoing recitals are made as representations and statements of fact by the Corporation or the Guarantor, as the case may be, and not by the Trustee.

NOW THEREFORE THIS SIXTH SUPPLEMENTAL TRUST INDENTURE WITNESSETH that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Guarantor covenants, acknowledges, represents and warrants in connection with the Guaranteed Obligations in favour of the Trustee and the Debentureholders rateably, and it is hereby agreed and declared by all parties to this Sixth Supplemental Trust Indenture, as follows:

ARTICLE 1
Indenture Supplemental
to the Original Trust Indenture

1.1		Part of Original Trust Indenture — This Sixth Supplemental Trust Indenture is declared to be supplemental to the Original Trust Indenture and is to form part of and shall have the same effect as though incorporated in the Original Trust Indenture. The Original Trust Indenture is a part of these presents and is by this reference included herein with the same effect as though at length set forth herein.

1.2		Definitions — In this Sixth Supplemental Trust Indenture, “Term” means the period beginning on the date hereof and ending on the date of the full payment and performance by either the Corporation or the Guarantor of all of the Guaranteed Obligations.

		In this Sixth Supplemental Trust Indenture, “Senior Guaranteed Obligations” means any and all payment obligations of the Guarantor arising from a guarantee of the Corporation’s payment obligations (but excluding the Guaranteed Obligations or any other guarantee of the Corporation’s payment obligations by the Guarantor which by its terms ranks in right of payment equally with or subordinated to the Guaranteed Obligations) whether such guarantee is outstanding on the date hereof or hereafter granted, incurred, or assumed by the Guarantor, and, for greater certainty includes the Guarantor’s payment obligations under: (i) the Fifty-Third Supplemental Trust Indenture dated February 1, 2007 among the Corporation, the Guarantor and CIBC Mellon Trust Corporation relating to the trust indenture among the Corporation and CIBC Mellon Trust Corporation dated as of July 1, 1976, and (ii) the [Third] Supplemental Trust Indenture dated February 1, 2007 among the Corporation, the

Guarantor and CIBC Mellon Trust Corporation relating to the trust indenture between the Corporation and CIBC Mellon Trust Corporation dated as of November 28, 1997.

1.3

Capitalized Terms — All capitalized terms contained in this Sixth Supplemental Trust Indenture (including the Recitals hereto) unless otherwise defined herein, shall, for all purposes hereof, have their respective meanings as set out in the Original Trust Indenture, unless expressly stated otherwise or the context otherwise requires.

ARTICLE 2
Guarantee

2.1		Guarantee - The Guarantor hereby solidarily guarantees in favour of the Trustee and each of the Debentureholders the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations (the “ Guarantee ”).

2.2		Guarantee Unconditional — This Guarantee shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the Guaranteed Obligations or of any security therefore to which the parties thereto may hereafter agree, nor by any agreements or arrangements whatever with the Corporation or anyone else. The liability of the Guarantor hereunder is direct and unconditional and may be enforced without requiring the Trustee first to resort to any other right or security. The obligation of the Guarantor hereunder shall be irrevocable and unconditional irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of: (i) the legality, genuineness, validity, regularity or enforceability of this Guarantee or the liabilities of the Corporation guaranteed hereby; (ii) any provision of applicable law or regulation prohibiting the payment by the Corporation of the Guaranteed Obligations; or (iii) any other fact or circumstance which might otherwise constitute a defense to a guarantee including without limitation, the failure by the Trustee to perfect or continue the perfection of any security interest securing all or any part of the Guaranteed Obligations, the invalidity or unenforceability of any of the Guaranteed Obligations, or the release of any party guaranteeing all or a portion of the Guaranteed Obligations. The Guarantor confirms that in executing and delivering this Guarantee it has not relied on any representation, warranty or other statement or agreement by the Trustee. All recourses of the Trustee hereunder shall be exercised in accordance with its powers under the Original Trust Indenture.

2.3		Subrogation — The Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against the Corporation, nor any right of recourse to security for the Guaranteed Obligations, unless and until all Guaranteed Obligations have been finally and irrevocably paid in full.

2.4		Subordination —

(1)		In the event of insolvency or winding-up of the Corporation, the indebtedness evidenced by the Guaranteed Obligations made pursuant to the provisions of this Sixth

		Trust Indenture will be subordinated in right of payment to the prior payment in full of all Senior Guaranteed Obligations of the Guarantor, whether such Senior Guaranteed Obligations are outstanding on the date hereof or hereafter granted, incurred, or assumed by the Guarantor.

(2)		The Trustee hereof, for and on behalf of the Debentureholders agrees to and shall be bound by the subordination provided for in subsection (1) of this section 2.4 shall take such action, for and on behalf of the Debentureholders if any, as may be necessary or appropriate further to assure the same.

2.5		Continuing Guarantee — This Guarantee is, as to the Guarantor, a continuing Guarantee which shall remain effective during the Term. During the Term, nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full payment and performance by either of the Corporation or the Guarantor of all of the Guaranteed Obligations. The obligations of the Guarantor under this Guarantee shall expire and be of no further force and effect, and, subject to Section 2.6, this Guarantee shall terminate, at the end of the Term.

2.6		Preferences — If any amount received by the Trustee from the Corporation in respect of the Guaranteed Obligations is thereafter returned by the Trustee, or its successors or assigns, to the Corporation, or to any trustee or receiver for the Corporation, whether by reason of the Corporation’s bankruptcy or otherwise, such amount shall, for purposes of the Guarantee, be deemed not to have been received by the Trustee, and the Guarantee shall be reinstated as to such amount.

2.7		Waivers — The Guarantor waives notice of acceptance hereof, presentment and protest of any instrument and notice thereof.

ARTICLE 3
Confirmation

3.1		Original Trust Indenture — The Corporation and Trustee hereby acknowledge and confirm that, except as specifically supplemented, modified or changed by the provisions of this Sixth Supplemental Trust Indenture, all of the terms and conditions contained in the Original Trust Indenture (as previously supplemented, modified or changed) are and shall remain in force and effect, unamended, in accordance with the provisions thereof. The matters provided for in this Sixth Supplemental Trust Indenture shall not prejudice any act or thing done prior to the date hereof and do not constitute novation.

3.2		Waiver, Modification — No provision of the Guarantee herein: (a) may be waived, except by an instrument in writing signed by the parties hereto; and (b) may be supplemented, modified or changed, except by supplemental trust indenture duly executed and delivered pursuant to Section 10.01(i) of the Original Trust Indenture signed by the parties hereto.

3.3		Successors and Assigns — The Guarantee as set forth in this Sixth Supplemental Trust Indenture and the rights and obligations associated therewith shall be binding upon the

		Guarantor and its successors and permitted assigns and shall enure to the benefit of Trustee and its successors and permitted assigns.

3.4		Applicable Law — This Sixth Supplemental Trust Indenture, including the Guarantee as set forth in herein, all acts and transactions hereunder, and the rights and obligations of the parties hereto, shall be governed, construed and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

ARTICLE 4
Notices

4.1

Any notice to be given to the Guarantor in connection with this Sixth Supplemental Trust Indenture shall be provided in the manner provided in Article Twelve of the Original Trust Indenture at the address hereinafter mentioned:

BCE Inc.
1000, rue de La Gauchetière West
Suite 4100
Montreal, Québec
H3B 5H8

Facsimile: (514) 391-3768
Attention: Assistant General Counsel — Compliance

ARTICLE 5
Execution

5.1

Counterparts and Formal Date — This Sixth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first written hereinabove.

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BELL CANADA
By:	/s/ Michael Boychuk
	Name:	Michael Boychuk
	Title:	Senior Vice-President and Treasurer

BCE INC.
By:	/s/ Michael Boychuk
	Name:	Michael Boychuk
	Title:	Senior Vice-President and Treasurer

COMPUTERSHARE TRUST COMPANY OF CANADA
By:	/s/ Amir Kafshdarah
	Name:	Amir Kafshdarah
	Title:	Professional, Corporate Trust


By:	/s/ Ekaterini Galouzis
	Name:	Ekaterini Galouzis
	Title:	Administrator, Corporate Trust