Suncor Completes U.S. Note Offering

On January 29, 2002, Suncor Energy Inc. completed a US$500 million offering in the U.S. of its 7.15 per cent unsecured notes due February 1, 2032 under its US$1 billion universal shelf prospectus. The notes were sold at a price of 99.595 per cent to yield 7.183 per cent to maturity.

Brock Gibson and Scott Cochlan of Blake, Cassels & Graydon LLP acted as Canadian counsel to Suncor, together with Janice Odegaard, vice-president, associate general counsel and secretary, and Kristopher Smith, corporate legal counsel; and Brice Voran, Susan Lehner, Ruchi Kaushal and Jonathan Wisebrod of Shearman & Sterling in Toronto acted as U.S. counsel. Merrill Lynch & Co., Inc., Morgan Stanley and UBS Warburg LLC, as lead managers, were represented by Edwin (Ted) Maynard, Andrew Foley, Daniel Miller and F. Angus Tarpley, III of Paul, Weiss, Rifkind, Wharton & Garrison.

Lawyer(s)

Edwin S. Maynard Andrew J. Foley Brock W. Gibson Jonathan Wisebrod F. Angus Tarpley, III Scott R. Cochlan

Firm(s)

Blake, Cassels & Graydon LLP Shearman & Sterling LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP