- Repurchase price negotiated at CDN$6.32 billion
    - Financial guidance maintained for 2002
    - Annual dividend of $1.20 unchanged

MONTREAL,June 28 2002 --BCE Inc. today announced that it has reached a
negotiated agreement with SBC Communications Inc. of San Antonio, Texas, that
will lead to the repurchase of SBC's 20 per cent interest in Bell Canada for
CDN$6.32 billion.
    Michael Sabia, President and Chief Executive Officer of BCE said: "The
decision to regain full ownership of Bell Canada indicates our confidence in
the company and the opportunities we see for the future. We will go forward as
a strong Canadian company in full control of our future."
    Under the terms of the agreement, the initial payment for the purchase of
approximately 4 per cent, will be valued at CDN$1.33 billion and close
June 28, 2002. SBC will acquire, by way of private placement, $250 million of
BCE common equity on July 15, 2002. BCE will exercise its right to purchase
the remaining approximately 16 per cent valued at CDN$4.99 billion, on or
before January 3, 2003, at BCE's discretion for consideration that may include
notes, cash and up to $250 million of BCE common stock. A subsidiary of
Ameritech Corporation, now owned by SBC Communications, had purchased a 20 per
cent interest in Bell Canada in June 1999, for CDN$5.1 billion.
    "We believe the purchase price represents fair value to both companies.
BCE can finance the repurchase while maintaining the financial strength of our
balance sheet and the integrity of our capital structure. Most importantly, we
will complete the repurchase within our 2002 financial guidance while
maintaining our current dividend," added Mr. Sabia.
    BCE will also purchase, at face value, on or before December 31, 2004,
CDN$314 million of inter-company notes previously purchased by SBC as part of
the privatization of Bell Mobility.

    Interim financing for the transaction is as follows:
    - BCE has arranged through Bank of Montreal, a two-year bank facility for
      CDN$3.3 billion with a syndicate of North American banks.
    - BCE can issue promissory notes to SBC up to a total of CDN$3.5 billion,
      for a period of up to 18 months from the issue date.

    BCE intends to secure permanent financing for this transaction as
    follows:
    - A common equity issue in the range of CDN$1.0 billion and
      CDN$1.5 billion in addition to the private placements to SBC of up to
      CDN$500 million.
    - Public debt issues in the range of CDN$2.0 billion to CDN$2.5 billion.
    - Partial proceeds from a sale or securitization of Bell Canada's
      directories business. A substantial amount of the proceeds will remain
      at Bell. Depending on the option implemented, BCE will access, at fair
      value from Bell, between CDN$1.0 billion to CDN$2.0 billion.

    (Editor's Note: See more details in "Transaction Overview" backgrounder.)

    Following a review of these transactions with the rating agencies, BCE
expects that it will maintain strong investment grade credit ratings in line
with its financial objectives of maintaining financial flexibility and a
strong balance sheet.
    "Gaining full ownership of our core asset is another major step for BCE's
ongoing efforts to diminish uncertainty and focus our operations," said
Michael Sabia, "We now have greater flexibility to manoeuvre and we will
continue to regularly assess our strategy to maintain momentum and build
value."
    SBC and Bell Canada intend to continue their on-going cooperation in
numerous areas which may include traffic, specialized services, joint
purchasing and exchange of technology.
    Concluded Mr. Sabia, "We have enjoyed a positive and beneficial
relationship with SBC and we are pleased that this relationship will continue
in the future."
    This press release does not constitute an offer of any securities for
sale.

    ABOUT BCE
    BCE is Canada's largest communications company. It has 23 million
customer connections through the wireline, wireless, data/Internet and
satellite services it provides, largely under the Bell brand. BCE leverages
those connections with extensive content creation capabilities through Bell
Globemedia which features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, Canada's National
Newspaper and Sympatico-Lycos, the leading Canadian Internet portal. As well,
BCE has extensive e-commerce capabilities provided under the BCE Emergis
brand. BCE shares are listed in Canada, the United States and Europe.

    CALL WITH FINANCIAL ANALYSTS
    BCE will hold a conference call with financial analysts beginning at
11:00 a.m. today. Media are welcome to join the call on a listen-only basis.
To participate, please dial (416) 405-9328 or via an audio webcast from our
Web site at www.bce.ca.
    A replay of the conference call with analysts can be heard between
1:00 p.m. on Friday June 28, 2002 and 1:00 p.m. on Friday, July 5, 2002. To
access the replay facility, dial (416) 695-5800 - access code: 1204806. The
audio webcast will also be archived over the same period on BCE's Web site.

    CALL WITH MEDIA
    BCE will also hold a conference call with the media beginning at
12:45 p.m. today. To participate, please dial 1-800-387-6216 or via an audio
webcast from our Web site at www.bce.ca.

    CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
    Certain statements made in this press release constitute forward-looking
statements and are subject to important risks and uncertainties which are
difficult to predict and assumptions which may prove to be inaccurate. The
results or events predicted in these statements may differ materially from
actual results or events. These statements do not reflect the potential impact
of any dispositions, mergers, acquisitions or other transactions that may be
announced or completed after the date hereof.
    Other factors that could cause results or events to differ materially
from current expectations include, among other things: the failure to close
the announced transaction with SBC Communications Inc. or the bank facility;
the possibility of further deterioration in the state of capital markets and
the telecommunications industry; the risk that BCE may not be able to carry
out the expected debt or equity financings in the capital markets at
attractive rates; the risk of credit rating downgrades; the ability to dispose
of or otherwise monetize assets or realize tax loss monetizations; the
duration and extent of the economic downturn; current negative trends in
global market and economic conditions which impact the demand for, and costs
of, products and services; the financial condition and credit risk of
customers and uncertainties regarding collectibility of receivables; the rate
of decline of prices for data and voice services; the BCE group companies'
ability to develop financial, management and operating controls to manage
costs and rapid change; uncertainty as to whether BCE Inc.'s strategies will
yield the expected benefits, synergies and growth prospects; the intensity of
competitive activity, and its resulting impact on the ability to retain
existing, and attract new, customers, and the consequent impact on pricing
strategies, revenues and network capacity; the level of expenditures necessary
to expand operations, increase the number of customers, provide new services,
build and update networks and maintain or improve quality of service; the
availability and cost of capital required to fund capital and other
expenditures; the Internet economy growing at a slower pace than is currently
anticipated; the ability to deploy new technologies and offer new products and
services rapidly and achieve market acceptance thereof; stock market
volatility; the availability of, and ability to retain, key personnel; the
impact of adverse changes in laws or regulations or of adverse regulatory
initiatives or proceedings, including the fact that the CRTC price caps
decision is subject to appeal; the ability of BCE Emergis Inc. to successfully
implement its plan to focus on key growth areas, drive recurring revenue
growth and streamline its service offerings and operating costs; and the final
outcome of pending or future litigation.
    For additional information with respect to certain of these and other
factors, refer to BCE Inc.'s filings with the U.S. Securities and Exchange
Commission under Forms 40-F and 6-K and to BCE Inc.'s filings with the
Canadian securities commissions. The forward-looking statements contained in
this press release represent the expectations of BCE Inc. as of June 28, 2002
and, accordingly, are subject to change after such date. However, BCE Inc.
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.


                      SBC - BELL 20% REPURCHASE BY BCE
                Background Information: Transaction Overview
    <<
                                  OVERVIEW
                                  --------
    -------------------------------------------------------------------------
    DATE               TRANSACTION                      AMOUNT
    -------------------------------------------------------------------------
    June 28, 2002      Acquisition of 4.2% stake        $1.33 billion payable
                       in Bell Canada Holdings          on July 15, 2002
    -------------------------------------------------------------------------
    On or before       Remaining 15.8% stake in Bell    $4.99 billion
    January 3, 2003    Canada Holdings acquired
    (at BCE's option)
    -------------------------------------------------------------------------
                       TOTAL                            $6.32 billion
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    On or before       Equity-settled notes to be       $314 million
    December 31, 2004  purchased
    -------------------------------------------------------------------------

                            INTERIM FINANCING PLAN
                            ----------------------
    -------------------------------------------------------------------------
    DATE AVAILABLE     TRANSACTION                      AMOUNT
    -------------------------------------------------------------------------
    July 15, 2002      Two-year bank facility           $3.3 billion
    -------------------------------------------------------------------------
    On or before       SBC promissory notes             up to $3.5 billion
    January 3, 2003
    (at BCE's option)
    -------------------------------------------------------------------------
                       TOTAL                            $6.8 billion
    -------------------------------------------------------------------------

                        PERMANENT FINANCING STRUCTURE
                        -----------------------------
    -------------------------------------------------------------------------
    TIMEFRAME          TRANSACTION                      AMOUNT
    -------------------------------------------------------------------------
    July 15, 2002      Common equity issue to SBC       $250 million
    -------------------------------------------------------------------------
    On or before       Common equity issue to SBC       up to $250 million
    January 3, 2003
    (at BCE's option)
    -------------------------------------------------------------------------
    Target 2002        Common equity issue to public    $1.0 to $1.5 billion
    -------------------------------------------------------------------------
    3rd quarter, 2002  Directories Transaction          $1.0 to $2.0 billion
                                                        (portions of proceeds
                                                        flowed to BCE)
    -------------------------------------------------------------------------
    Target 2002        Long-term public debt            $2.0 to $2.5 billion
    -------------------------------------------------------------------------
    2002 to 2004       Internally generated sources     $1.0 to $1.5 billion
    -------------------------------------------------------------------------
                       TOTAL                            $5.5 to $8.0 billion
    -------------------------------------------------------------------------
    >>




-30-


For further information: Don Doucette, Communications, (514) 786-3924;
George Walker, Investor Relations, (514) 870-2488; Web site: www.bce.ca