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Investor group led by Teachers' Private Capital and Providence Equity Partners enter into final agreement with BCE

TORONTO: Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners, LLC and Merrill Lynch Global Private Equity today issued the following statement regarding the final agreement that the company formed by the investor group has entered into with BCE.

"We are very pleased to have reached agreement with BCE and that our banks continue to support the transaction. We look forward to completing the transaction on or before December 11, and working with George Cope and BCE's talented management and employees to build on, and add value to, the strong platform that is in place."

Financing is being provided by Citi, Deutsche Banc, Royal Bank of Scotland and TD Securities. Financial advisors to the investor group are Citi, Deutsche Banc, TD Securities and Morgan Stanley. Legal advisors to the investor group are Goodmans LLP, and Weil, Gotshal   Manges LLP.

About Ontario Teachers' Pension Plan

With $17 billion in invested and committed capital, Teachers' Private Capital is one of the world's largest private equity investors. Teachers' Private Capital is the private investment arm of the $108.5-billion Ontario Teachers' Pension Plan, the largest single-profession pension plan in Canada. The Ontario Teachers' Pension Plan is an independent corporation responsible for investing the fund and administering the pensions of Ontario's 278,000 active and retired teachers.

About Providence Equity Partners Inc.

Providence Equity Partners is the leading global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world. The principals of Providence manage funds with approximately US$22 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm's inception in 1989. Providence is headquartered in Providence, RI (USA) and has offices in New York, London, Los Angeles, Hong Kong and New Delhi.

About Madison Dearborn Partners

Madison Dearborn Partners ("MDP"), based in Chicago, is one of the most experienced and successful private equity investment firms in the United States. MDP has more than US$14 billion of equity capital under management and makes new investments through its most recent fund, Madison Dearborn Capital Partners V, a US$6.5 billion investment fund raised in 2006. Over the past 20 years, MDP's principals have completed over 200 investments. For more information, please visit the MDP website.

About Merrill Lynch Global Private Equity (MLPGE)

Merrill Lynch Global Private Equity is the private equity arm of Merrill Lynch   Co., Inc. Merrill Lynch   Co., Inc. is one of the world's leading wealth management, capital markets and advisory companies, with offices in 40 countries and territories and total client assets of approximately $1.6 trillion. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies, with more than $1 trillion in assets under management. For more information, please visit the Merrill Lynch website.

Caution Concerning Forward-Looking Statements

This news release contains forward-looking statements relating to the proposed privatization of BCE and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, we cannot guarantee that any forward-looking statement will materialize.

The timing and completion of the proposed privatization transaction is subject to each of the parties fulfilling their commitments under the transaction documents and to a number of terms and conditions, including, without limitation, the provisions of, and certain termination rights available to the parties under, the definitive agreement dated June 29, 2007, as amended by the final agreement dated July 4, 2008, governing the terms of the transaction. The conditions to the transaction, including maintenance of required anti-trust approvals, may not be satisfied in accordance with their terms, and/or the parties to the definitive agreement may exercise their termination rights, in which case the proposed privatization transaction could be modified, restructured or terminated, as applicable. Failure to complete the proposed privatization transaction could have a material adverse impact on the market price of BCE's shares.

The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. We disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed privatization transaction. For additional information with respect to certain of these and other assumptions and risks, please refer to BCE's 2007 annual management's discussion and analysis ("MD A") dated March 5, 2008 included in the Bell Canada Enterprises 2007 Annual Report, BCE's 2008 First Quarter MD A dated May 6, 2008, as well as to the definitive agreement dated June 29, 2007, as amended, and BCE's management proxy circular dated August 7, 2007, all filed by BCE with the Canadian securities commissions and with the U.S. Securities and Exchange Commission. These documents are also available on BCE's website.


Providence Equity Partners
George Sard/Andrew Cole

Madison Dearborn Partners
Mark Tresnowski

Merrill Lynch Global Private Equity
Jessica Oppenheim

Deborah Allan
Director, Communications and Media Relations
Ontario Teachers' Pension Plan
(416) 730-5347