Exhibit 10.7
JULY 15, 2002
AMENDED AND RESTATED VERSION
EFFECTIVE AS OF SEPTEMBER 1, 2002
BCE INC.
EMPLOYEES' SAVINGS PLAN (1970)
TABLE OF CONTENTS
PAGE
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SECTION 1 - PURPOSE ................................................... 1
SECTION 2 - DEFINITIONS ............................................... 1
SECTION 3 - ELIGIBILITY ............................................... 2
SECTION 4 - DESCRIPTION OF SECURITIES OFFERED ......................... 3
SECTION 5 - ENROLLMENT ................................................ 3
SECTION 6 - EFFECTIVE DATE OF THE SUBSCRIPTION AGREEMENT .............. 4
SECTION 7 - EMPLOYEE SUBSCRIPTION LIMITS .............................. 4
SECTION 8 - CONTRIBUTIONS OF THE PARTICIPATING COMPANY ................ 4
SECTION 9 - SUBSCRIPTION PERIOD ....................................... 4
SECTION 10 - REVISIONS TO THE SUBSCRIPTION AGREEMENT ................... 4
SECTION 11 - PURCHASE AND ALLOCATION OF SHARES TO PARTICIPANTS'
ACCOUNTS .................................................. 5
SECTION 12 - DIVIDENDS AND RIGHTS ...................................... 6
SECTION 13 - CANCELLATION .............................................. 6
SECTION 14 - WITHDRAWALS OF SHARES ..................................... 7
SECTION 15 - TRANSFERS ................................................. 7
SECTION 16 - LEAVE OF ABSENCE AND LONG-TERM DISABILITY ................. 7
SECTION 17 - RETIREMENT - LAY-OFF - DEATH .............................. 8
SECTION 18 - TERMINATION OF SERVICE FOR OTHER REASONS .................. 8
SECTION 19 - APPLICATION OF FORFEITED SHARES PURCHASED BY CONTRIBUTIONS
OF THE PARTICIPATING COMPANY .............................. 8
SECTION 20 - TRUSTEE ................................................... 9
SECTION 21 - RIGHTS NOT TRANSFERABLE ................................... 9
SECTION 22 - MODIFICATION OF THE PLAN .................................. 10
SECTION 23 - TERMINATION OF SUBSCRIPTION UNDER THE PLAN - LIQUIDATION OF
THE PLAN - WITHDRAWALS .................................... 10
SECTION 24 - COMMUNICATIONS WITH PARTICIPANTS .......................... 11
SECTION 25 - ADMINISTRATION AND INTERPRETATION OF THE PLAN ............. 11
SCHEDULE A .............................................................. 12
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AMENDED AND RESTATED
EMPLOYEES' SAVINGS PLAN (1970)
SECTION 1 - PURPOSE
The purpose of the Plan is to assist and encourage employees of Participating
Companies to save systematically.
Participation in the Plan is entirely voluntary. No employee is obliged, as a
term or condition of employment or otherwise, to subscribe for Shares under the
Plan, and failure to participate shall not in any way affect employment.
SECTION 2 - DEFINITIONS
For the purposes of the Plan, unless the context requires a different meaning:
2.1 "Administrator" shall mean BCE or such other person designated
from time to time by the Directors to provide
the administrative services required to carry
out the intent and purpose of the Plan;
2.2 "Committee" shall mean the Employee's Salary and Benefit
Committee of BCE;
2.3 "Corporation" or "BCE" shall mean BCE Inc. and/or its successors;
2.4 "Directors" shall mean the Board of Directors of BCE;
2.5 "Earnings" shall mean an employee's pay as defined by the
relevant Participating Company, which shall be
expressed in lawful money of Canada.
2.6 "Leave of Absence" shall mean an unpaid period of absence granted
in conformity with the rules of the relevant
Participating Company;
2.7 "Long-Term Disability Shall mean a period of absence where a
Participant's Earningsare granted pursuant to a
long-term disability program in conformity with
the rules of the relevant Participating Company;
2.8 "Participant" shall mean an eligible employee, as described in
Section 3, of a Participating Company who has
and who is still enrolled in the Plan, pursuant
to Section 5;
2.9 "Participating Company" shall mean each of BCE and its subsidiaries
listed in Schedule A hereto or designated from
time to time by the Committee for this purpose ;
2.10 "Payroll Office" shall mean the relevant Participating Company's
payroll office;
2.11 "Plan" shall mean this amended and restated Employees'
Savings Plan (1970) as it may be amended by the
Directors from time to time, which shall be
effective as of September 1, 2002;
2.12 "Plan Year" shall mean each calendar year;
2.13 "Shares" shall have the meaning given to that term in
Section 4 of the Plan;
2.14 "Subscription" shall mean the contribution of a Participant as
provided in Section 7;
2.15 "Subscription Agreement" shall mean a contract of participation signed by
an eligible employee of a Participating Company
under the Plan;
2.16 "Trustee" shall mean the trustee or trustees under the
Trust Agreement(s) and/or the custodian or
custodians under the Custodial Services
Agreement(s), as the case may be, entered into
pursuant to Section 20;
2.17 "Trust Fund" shall mean the fund established under the Trust
Agreement pursuant to Section 20;
As used in the Plan, words importing the singular number include the plural and
vice versa and words importing gender include the masculine, feminine and neuter
genders.
SECTION 3 - ELIGIBILITY
A regular employee (a) who has completed at least six months of net credited
service with a Participating Company or who otherwise meets the conditions
described in the relevant schedule of the Plan applicable to such Participating
Company, as the case may be; (b) whose principal employment is not in the United
States of America; and (c) who does not control directly or indirectly 5% or
more of the outstanding common shares of BCE shall be eligible to participate in
the Plan provided that an application is made by such employee as provided for
in Section 5. Notwithstanding the foregoing, if the participation in the Plan by
any employee of a Participating
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Company would likely result, in the opinion of BCE (whether due to compliance
with legal or tax requirements or for any other reasons) in adverse consequences
for BCE, a Participating Company or such employee, BCE or the relevant
Participating Company shall be authorized to exclude such employee from
participating in the Plan.
SECTION 4 - DESCRIPTION OF SECURITIES OFFERED
The Shares offered under the Plan are common shares of BCE (the "Shares"). The
Shares may be purchased either from BCE, on the open market or by private
purchase as more fully described in Section 11. BCE shall reserve for issuance
from time to time such number of Shares as it deems necessary in order to permit
purchases to be made from BCE under the Plan.
The maximum number of Shares issuable pursuant to the Plan on or after September
1, 2002 is 30 million Shares.
The number of Shares which may be issued under the Plan within any one-year
period, combined with the number of Shares issued within the same one-year
period under any other previously established or proposed stock option or
purchase plan of Participating Companies, shall not exceed 10% of all
outstanding Shares at any time.
The number of Shares which may be issued under the Plan to any one insider of a
Participating Company, and to such insider's associates, within any one-year
period, combined with the number of Shares issued to such insider and to his or
her associates within the same one-year period under any other previously
established or proposed stock option or purchase plan of Participating
Companies, shall not exceed 5% of all outstanding Shares at any time. The terms
"insider" and "associate" shall, for purposes of this paragraph, have the
meaning assigned thereto under applicable stock exchange rules.
For the purposes of the two preceding paragraphs, the term "outstanding" shall
mean the number of Shares, calculated on a non-diluted basis, that are issued
and outstanding immediately prior to the relevant share issuance, excluding, for
purposes of computing the aggregate number of Shares that are issued and
outstanding, Shares issued pursuant to the Plan and any other stock option or
purchase plan of Participating Companies within the same one-year period.
SECTION 5 - ENROLLMENT
An eligible employee who wishes to apply for participation in the Plan shall do
so by signing a Subscription Agreement or by following any other prescribed
procedure in the form and within the time period specified by his/her
Participating Company (such form, procedure and time period being subject to
prior approval by BCE).
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SECTION 6 - EFFECTIVE DATE OF THE SUBSCRIPTION AGREEMENT
A Subscription Agreement or procedure filed or followed by an employee under the
conditions described in Section 5 shall become effective no later than the first
day of the next complete payroll period following the payroll period in which
the Subscription Agreement or procedure is filed with the applicable Payroll
Office or followed by such employee.
SECTION 7 - EMPLOYEE SUBSCRIPTION LIMITS
Subscriptions under the Plan shall be effected by payroll deductions from
Earnings in accordance with the limits described in the relevant Participating
Companies' schedule of the Plan. In no case shall Subscriptions of an employee
under the Plan exceed 12% of the employee's Earnings.
SECTION 8 - CONTRIBUTIONS OF THE PARTICIPATING COMPANY
A Participating Company shall contribute on behalf of each of its employees
participating in the Plan an amount calculated in accordance with the relevant
schedule of the Plan. In no case shall the amount contributed by such
Participating Company exceed 50% of the Subscription of each Participant
provided for in Section 7 of the Plan. In the event that an employee stops
contributing pursuant to Section 13 hereof, then the Shares acquired using the
current Plan Year contributions of the relevant Participating Company
attributable to such employee shall become forfeited, unless otherwise provided
in the Plan or the relevant schedule of the Plan.
SECTION 9 - SUBSCRIPTION PERIOD
Payroll deductions shall be made from Earnings of an employee while such
employee participates in the Plan for all payroll periods of his/her respective
Participating Company ending in the Plan Year.
Subject to other provisions of the Plan, a Subscription Agreement shall be
continuous from one Plan Year to the next without the necessity of renewing such
Subscription Agreements.
When an employee's participation in the Plan terminates prior to the end of a
Plan Year, the last deduction from his/her Earnings shall be made for the last
payroll period in which the employee's participation terminates.
SECTION 10 - REVISIONS TO THE SUBSCRIPTION AGREEMENT
Within the Subscription limits provided for in Section 7, a Participant may
increase or decrease at any time the percentages authorized by him by filing a
revised Subscription Agreement or by following any other prescribed procedure in
the form specified (subject to Section 5 hereof) by the relevant Participating
Company. The revision shall become effective no later than the next complete
payroll period following the filing of the revised Subscription Agreement with
the Payroll Office or following such procedure been completed.
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SECTION 11 - PURCHASE AND ALLOCATION OF SHARES TO PARTICIPANTS' ACCOUNTS
All Subscriptions and all contributions of the Participating Companies shall be
remitted to the Trustee and the applicable payroll file shall be remitted to the
Administrator on each pay date. The total amount of cash received from time to
time from all such Subscriptions and contributions, and from dividend income and
proceeds from the sale of rights applicable to Shares held in the Trust Fund,
and available for investment from time to time, shall be used by the Trustee to
purchase Shares from BCE, on the open market or by private purchase for the
account of Participants. The proportion of such aggregate funds available for
investment from time to time under the Plan to be respectively allocated to
purchases of Shares from BCE and to purchases of Shares on the open market and
by private purchase under the Plan shall be as determined from time to time by
BCE upon giving a notice in writing of at least two weeks to the Trustee,
provided that BCE may not vary such proportion more frequently than once every
three months. BCE shall promptly provide each Participating Company with a copy
of such notice to the Trustee. The Trustee will be instructed to allocate (a)
all employer contributions to the purchase of Shares on the open market under
the Plan and (b) the remaining aggregate funds available for investment to the
purchase of Shares from BCE or on the open market or by private purchase under
the Plan in order that the proportions of Share purchases from BCE and of Share
purchases on the open market and by private purchase (including those using
employer contributions) will respectively represent those proportions of the
aggregate funds available for investment under the Plan which may be determined
by BCE from time to time. Purchases of Shares from BCE shall generally be made
in each week of the Plan Year on such day or days as may be agreed upon between
BCE and the Trustee from time to time, purchases of Shares on the open market
shall generally be made in each week of the Plan Year in accordance with
instructions given by the Administrator and purchases of Shares by private
purchase shall be made at such time in accordance with instructions given by the
Administrator
The price of Shares purchased by the Trustee on the open market or by private
purchase for the account of Participants shall be equal to the value of the
consideration to be paid by the Trustee for such Shares; provided, however, that
no private purchase may be made at any price greater than the most recent sale
price or highest current independent bid price, whichever is higher, for the
Shares on The Toronto Stock Exchange. The price of the Shares purchased from BCE
under the Plan shall be equal to the weighted average price of the Shares
purchased by the Trustee on the open market and by private purchase in the week
immediately preceding the week in which the purchase is made from BCE. However,
in the event that BCE instructs the Trustee to allocate less than 100% of all
Participating Companies' contributions comprised in the aggregate funds
available from time to time, to the purchase of Shares on the open market under
the Plan pursuant to the first paragraph of this Section 11, then the price
provided for in the preceding sentence shall not apply, but instead the price of
Shares purchased from BCE shall be equal to the average of the high and low
trading prices for a board lot sale of the Shares on The Toronto Stock Exchange
on each of the trading days on which at least a board lot of Shares was traded,
in the week immediately preceding the week in which the purchase is made from
BCE.
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The Administrator shall determine the average cost of all Shares purchased
during each payroll period by dividing the total number of Shares purchased
during such payroll period by the total cost of such Shares.
Each Participant's account shall then be increased by the number of Shares
purchased using:
(a) the Participant's Subscription;
(b) the contribution of the relevant Participating Company made on the
Participant's behalf; and
(c) subject to Section 12, dividend income and proceeds from the sale of rights
applicable to Shares held in the Trust Fund for such Participant, if any.
SECTION 12 - DIVIDENDS AND RIGHTS
Dividend income and proceeds from the sale of rights applicable to Shares held
in the Trust Fund shall be allocated to the Participants according to the number
of Shares held in each Participant's account as of the end of the month
preceding the month in which the date of record occurs. Shares purchased using
such dividend income and proceeds from the sale of rights pursuant to Section 11
shall be allocated to each Participant's account in the month in which the
payment occurs. In order to benefit from rights attributable to Shares held in
the Trust Fund, an employee must be a Participant in the Plan on the first day
of the month in which the date of record occurs.
SECTION 13 - CANCELLATION
A Participant may cancel the Subscription Agreement and/or its participation in
the Plan at any time by filing a written request with the appropriate Payroll
Office or by following any other prescribed procedure. The cancellation shall
become effective at the end of the payroll period in which such request or
procedure is filed.
The Participant shall then be entitled to receive all or a portion of the whole
Shares (either by an evidence of ownership such as the issuance of a share
certificate registered in the name of the Participant, or by the transfer in
kind to a registered broker designated by the Participant) or the value of such
whole Shares held in the Participant's account as of the effective date of the
request made by the Participant to that effect; provided, however, that the
Participant shall not be entitled to receive Shares purchased by the
contributions made by a Participating Company during the Plan Year of the
cancellation which shall be forfeited, unless otherwise provided in the Plan or
in the relevant schedule of the Plan. Payment shall be made for any fraction of
a Share to which the Participant is then entitled.
The delivery of the Shares and/or payment for the value of the Shares or a
fraction of a Share shall be made upon written request and in accordance with
instructions filed by a Participant with the Administrator.
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SECTION 14 - WITHDRAWALS OF SHARES
During a Plan Year, each Participant shall be entitled to withdraw all or a
portion of the whole Shares purchased for the Participant's account during the
previous Plan Years and credited to such Participant's account on the relevant
withdrawal date; provided, however, that Shares purchased within a current Plan
Year using dividends and proceeds from the sale of rights applicable to Shares
allocated during the previous Plan Year pursuant to Section 12, shall be
available for withdrawal.
The determination of the number of Shares in each account eligible to a
withdrawal during the next Plan Year shall be made as of December 31st (11:59
p.m. eastern time) of each Plan Year.
The Participant who wishes to withdraw Shares may do so by sending a written
notice to that effect to the Administrator or by following any other prescribed
procedure. In such notice or procedure, the Participant shall specify the number
of Shares to be withdrawn and may elect to receive either the whole Shares
(either by an evidence of ownership such as the issuance of a share certificate
registered in the name of the Participant, or by the transfer in kind to a
registered broker designated by the Participant) or the value of such whole
Shares. The delivery of the Shares or of their value shall be made as soon as
practicable after receipt of such notice or procedure. Such delivery shall be
evidenced by the delivery of an evidence of ownership such as a share
certificate, the transfer to a registered broker designated by the Participant
or by a payment (by cheque, payroll account or electronic means) representing
the value received for the Shares less applicable brokerage and other fees, as
the case may be.
The Participant eligible to withdraw Shares may do so once in a Plan Year at
BCE's cost; provided, however, that the Participant elects to receive the whole
Shares. All withdrawals where a Participant has elected to receive the value of
the whole Shares or all subsequent withdrawals in a Plan Year (except in case of
retirement, lay-off or death) may be made at the cost of the Participant or
his/her estate, as the case may be.
SECTION 15 - TRANSFERS
The Subscription Agreement and/or the account of an employee who is transferred
from a Participating Company to another Participating Company and whose transfer
is employer supported, shall remain in force under the conditions determined in
the relevant schedule of the Plan of the receiving Participating Company.
SECTION 16 - LEAVE OF ABSENCE AND LONG-TERM DISABILITY
While a Participant is on Leave of Absence or Long-Term Disability, the
Participant's Subscription Agreement and/or participation in the Plan shall be
suspended until the Participant's return. However, the Participant shall remain
eligible to withdraw the whole Shares in the Participant's account when entitled
as if there was no Leave of Absence or Long-Term Disability, following the terms
and conditions provided for under Section 14; provided, however, that in the
event a Participant is still on Long-Term Disability at the end of the calendar
year
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following the Plan Year during which such Participant started being on Long-Term
Disability, he/she is deemed to have cancelled the Subscription Agreement and/or
participation in the Plan and shall receive all the whole Shares or the value of
such whole Shares, as well as a payment for the value of any fraction of a Share
to the Participant's credit.
A Participant on Leave of Absence shall not be permitted to remit payments for
the purchase of Shares under the Plan unless so authorized by the Participating
Company and the contribution of the Participating Company shall then stop until
the end of the Leave of Absence, unless so authorized by the Participating
Company.
SECTION 17 - RETIREMENT - LAY-OFF - DEATH
When a Participant (a) retires as defined by the relevant Participating
Company, or
(b) is laid off, or
(c) dies,
the Participant is deemed to have cancelled the Subscription Agreement and/or
participation in the Plan and the Participant or, in the case of death, the
Participant's estate, shall receive all the whole Shares or the value of such
whole Shares held in the Participant's account, including those purchased by
contributions of the Participating Company during the current Plan Year, as well
as a payment for the value of any fraction of a Share to the Participant's
credit. The determination of the number of Shares for the purpose of
distribution shall be made as of the date of retirement, lay-off or death, as
the case may be.
SECTION 18 - TERMINATION OF SERVICE FOR OTHER REASONS
When a Participant's service is terminated for any reason other that those
stated in Section 17, the Participant shall be deemed to have cancelled the
Subscription Agreement and/or its participation in the Plan and the Participant
shall receive all the whole Shares or the value of such whole Shares held in the
Participant's account, excluding those purchased by contributions made by the
Participating Company during the Plan Year of the termination, as well as a
payment for the value of any fraction of a Share to the Participant's credit,
unless the Participating Company authorizes the entitlement described in Section
17. The determination of the number of Shares for the purpose of distribution
shall be made as of the last payroll period in which service terminated.
SECTION 19 - APPLICATION OF FORFEITED SHARES PURCHASED BY CONTRIBUTIONS OF THE
PARTICIPATING COMPANY
The Shares forfeited under the Plan by the Participants shall be sold on the
last day of each payroll period or as soon as possible thereafter and the
proceeds thereof shall be returned to the
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relevant Participating Companies as refund of the contributions made by the
relevant Participating Companies.
SECTION 20 - TRUSTEE/CUSTODIAN
20.1 Trust and/or Custodial Services Agreements - BCE shall enter into a Trust
Agreement and/or a Custodial Services Agreement with such person as may be
designated from time to time by BCE to act as Trustee for the Plan. Such
Agreement shall provide, among other things, that all funds received by the
Trustee thereunder will be held, administered, invested and distributed by
the Trustee and no part of the corpus of the Trust Fund held by the Trustee
shall be used for or diverted to purposes other than for the exclusive
benefit of all Participants, subject however to:
(i) a charge in favour of the Trustee, upon the net interest income, if
any, of the Trust Fund (in respect of compensation payable to the
Trustee for administration of the Trust Fund);
(ii) a charge in favour of the Trustee, upon the corpus of the Trust Fund
(for brokerage fees and other expenses, if any, incident to the
purchase of Shares on the open market by the Trustee; and for fees and
expenses of the Trustee in the event of removal or resignation of the
Trustee); and
(iii) the forfeiture provisions of Section 19.
BCE shall have authority to direct that there shall be more than one
Trustee and to designate the additional Trustee or Trustees. BCE shall have
authority to remove the Trustee or any successor Trustee, and any Trustee
may resign.
20.2 Purchase of Shares - The Trustee shall purchase Shares in accordance with
Section 11. The Trustee may temporarily hold in cash or invest Trust Fund
monies in short-term government obligations or commercial paper pending
investment of such funds in Shares.
20.3 Voting of Shares - The Trustee shall have authority to vote the Shares
registered in its name.
20.4 Audit - BCE may select a firm of chartered accountants to examine the
financial position and operations of the trust created under the Plan, and
to report at intervals determined by the Committee.
In the event that there is any discrepancy between the provisions of this
Section 20 and those of the Trust Agreement and/or the Custodial Services
Agreement, as the case may be, the provisions of the Trust Agreement and/or the
Custodial Services Agreement shall prevail.
SECTION 21 - RIGHTS NOT TRANSFERABLE
Except insofar as applicable law may otherwise require, no right or interest of
any Participant under the Plan shall be assignable or transferable as whole or
in part, either directly or by
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operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other
manner, but excluding devolution by reason of death. Except insofar applicable
law may otherwise require, no right or interest of any Participant under the
Plan shall be liable for or subject to any obligation or liability of such
Participant.
SECTION 22 - MODIFICATION OF THE PLAN
BCE may modify the plan, except for the terms of the relevant schedules of the
Plan in respect of Participating Companies other than BCE, provided that,
subject to the provisions of the Plan, no part of the corpus attributable to any
funds received by the Trustee from Participants for the purposes of the Plan
shall be used for or diverted to purposes other than for the exclusive benefit
of Participants.
Any such modification shall be effective at such date as BCE may determine,
except that no such modification, other than one of the minor nature, may apply
to any period prior to the announcement of the modification unless, in the
opinion of BCE, such modification is necessary or advisable in order to comply
with the provisions of applicable legislation (including any regulations or
rulings thereunder) or would not adversely affect the rights of Participants in
respect of the Plan. Notice of any modification of the Plan shall subsequently
be given promptly to the Trustee, to the Administrator and to Participating
Companies and, except for changes of a minor nature which do not adversely
affect their interests, shall also be given to all Participants.
A Participating Company may [REQUEST BCE TO] modify its respective schedule upon
giving ninety days' notice in writing to BCE, provided that no such modification
shall, in the opinion of BCE, be inconsistent with the terms of the Plan
(excluding any relevant schedules thereof).
SECTION 23 - TERMINATION OF SUBSCRIPTION UNDER THE PLAN - LIQUIDATION OF THE
PLAN - WITHDRAWALS
BCE may at any time terminate the operation of the Plan. Prior to any such
termination, each Participant and each Participating Company shall be given at
least thirty days' notice in writing.
BCE may, at any time, exclude a Participating Company from the application of
the Plan. Prior to any such exclusion, the relevant Participating Company shall
be given at least thirty days notice in writing.
Forfeitures shall be credited to the accounts of the Participating Companies'
Participants in proportion to the Shares in their respective accounts.
Each Participating Company may withdraw from the Plan at any time upon giving
ninety days' notice in writing to BCE, provided that such notice period shall be
reduced to two weeks in the event that the instructions given by BCE to the
Trustee in respect of the allocation of the aggregate funds available for
investment under the Plan pursuant to Section 11 have an adverse effect on the
participating Company so withdrawing from the Plan. Each Participant of such
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Participating Company shall receive all the whole Shares in the Participant's
account, including those purchased by contributions of the Participating
Company, as of the effective date of withdrawal. Payment shall be made for any
fraction of a Share to which a Participant of such Participating Company is
entitled.
SECTION 24 - COMMUNICATIONS WITH PARTICIPANTS
BCE will ensure that the Administrator or any other delegated agent(s) will
continuously provide an updated statement of account to each Participant
electronically .
When appropriate, communications with Participants should provide that, when
determining his/her Subscription, a Participant should consider the potential
risks associated with the number of Shares held and should consider seeking
advice from his /her financial advisors in relation thereto.
SECTION 25 -- ADMINISTRATION AND INTERPRETATION OF THE PLAN
BCE shall designate the Trustee and the Administrator of this Plan. Expenses of
administering the Plan, including the fees and expenses of the Trustee and of
the Administrator, and the aggregate of all claims, damages, liabilities, costs
and expenses including, without limitation, all amounts paid to settle actions
or satisfy judgments or awards and all reasonable legal expenses, shall be borne
by the Participating Companies in proportion with the number of Participants of
each such Participating Company or on such other reasonable basis as may be
prescribed by the Committee from time to time.
Brokerage fees and other expenses, if any, incident to the purchase of Shares by
the Trustee shall be deemed to be part of the cost of such Shares. Taxes, if
any, applicable to the Trust Fund may be charged against the accounts of
Participants as the Committee shall determine.
The general administration of the Plan and the responsibility for carrying out
its provisions shall be vested in the Committee. Determinations of this
Committee as to any questions which may arise with respect to the interpretation
of the provisions of the Plan shall be final.
The Committee shall have the specific powers granted to it by the Directors and
such other powers as may be necessary in order to enable it to administer the
Plan, including the power to delegate all or a portion of its power to the
Participating Companies.
Note: The common shares of BCE offered in the Plan have not been and will not be
registered under the United States Securities Act of 1933 (the "1933 Act")
and may not be offered or sold directly or indirectly in the United States
unless an exemption from registration under 1933 Act is available.
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SCHEDULE A
Aliant ActiMedia
BCE Capital Inc.
BCE Inc.
BCE Corporate Services Inc.
BCE Nexxia Inc.
Bell Actimedia Inc.
Bell Canada
Bell Canada International Inc.
Bell Conferia Inc.
Bell Distribution Inc.
Bell Express Vu, Limited Partnership
Bell Mobility Inc.
Bell Mobility Pagelink
Bell Nordiq Group Inc.
Bell Zinc Corporation
Bimcor Inc.
Certen Inc.
Chantilly Corporate Services Inc.
Connexim, Limited Partnership
Expertech Network Installation Inc.
Infosat Communications Inc.
Nortel Mobility
Northern Telephone, Limited Partnership
Northwestel Inc.
Telebec, Limited Partnership
Teleglobe Inc.
Telesat Canada