AT&T Canada Shares Acquired

On October 8, 2002, AT&T Corp., together with Brascan Financial Corporation and CIBC Capital Partners completed the purchase of all the outstanding shares of AT&T Canada Inc. not already owned by AT&T Corp., for $51.21 per share, in cash, for an aggregate purchase price of approximately $5.5 billion, pursuant to a waiver notice delivered by AT&T Corp. on June 25, 2002, under the terms of the deposit receipt agreement entered into at the time of the merger of MetroNet Communications and AT&T Canada in June 1999. This transaction represents the completion of AT&T Corp.’s purchase commitment under this unique “deposit receipt” arrangement structure.

AT&T Corp. was represented by in-house counsel David Pester, and by Fasken Martineau DuMoulin LLP with a team that included Barbara Miller, Douglas Cannon and Mitchell Thaw (tax) and Ralph Glass, and Angela Di Padova (competition).

Lawrence Chernin and Mara Collins of Goodman and Carr LLP acted for Brascan. CIBC Capital Partners was represented by in-house counsel Shawn Beber, and by Jamie Scarlett of Torys LLP.

AT&T Canada was represented by in-house counsel Scott Ewart, Rodger Madden and Richard Venerus; by Osler, Hoskin & Harcourt LLP with a team that included Clay Horner, Ward Sellers, Donald Gilchrist, Alexis Gosselin, Jennifer Campbell, Pei-Ching Huang, Monica Biringer and Julie Colden (tax) and Peter Glossop (competition); and in the U.S., by Thomas Brome of Cravath, Swaine & Moore in New York.