2. Legal Background

2.1 Insider Trading

Securities legislation prohibits anyone in a "special relationship" with TELUS (as defined in section 2.3 below) from trading in TELUS securities with knowledge of a material fact or material change (as defined in section 2.3 below) that has not been generally disclosed. This prohibited activity is commonly known as "insider trading".
Securities legislation also prohibits anyone in a "special relationship" with TELUS from trading in the securities of any public company other than TELUS when he or she has knowledge of a material fact or material change regarding that other public company which has not been generally disclosed and which knowledge was gained:
- during the course of his or her work at TELUS,
- because he or she is in a "special relationship" with that other public company; or
- because he or she was "tipped" by another person who was in a "special relationship" with that other public company.

2.2 Tipping

Securities legislation prohibits a public company or any person in a "special relationship" with a public company from informing any other person, other than in the "necessary course of business", of a material fact or material change before the material fact or material change has been generally disclosed. This prohibited activity is commonly known as "tipping." Both the person who provides the information and the person who receives the information could be liable under securities laws if the person who receives the information trades in securities. See the TELUS Policy on Disclosure and Confidentiality of Information for further information.

2.3 Definitions

"Blacked-out Employee": means a TELUS team member who is described in Section 3.3(a)(ii) of this Policy.
"discretionary blackout periods": are imposed from time to time on TELUS team members, in addition to the regularly scheduled blackout periods, following consultation with the Vice President, Legal Services and General Counsel and Corporate Secretary and the Executive Vice President and Chief Financial Officer.
"Insider": means a TELUS team member who is described in Section 3.3(a)(i) of this Policy.
"material change": in relation to the affairs of any Reporting Issuer, means a change in the business, operations, assets or ownership of that Reporting Issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of that Reporting Issuer, or a decision to implement such a change made by: (a) senior management of that Reporting Issuer who believe that confirmation of the decision by the board of directors of that Reporting Issuer is probable; or (b) the board of directors of that Reporting Issuer.
"material fact": in relation to securities issued or proposed to be issued by any Reporting Issuer, means a fact that would reasonably be expected to have a significant effect on the market price or value of such securities.
"Material Information": means any information relating to the business and affairs of any Reporting Issuer, that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of the listed securities of that Reporting Issuer. Material Information includes both material changes and material facts. (See attached Schedule A for examples of potential Material Information.
"regularly scheduled blackout periods": begin the first day of the month following each quarter or year end and end on the close of business on the first business day following the day on which TELUS discloses its annual or quarterly financial results.
"Reporting Issuers": refers to TELUS Corporation and any Subsidiary of TELUS Corporation which is a reporting issuer, as that term is defined under Canadian securities laws, from time to time. At the date of the August 2005 amendment to this policy, TELUS Communications Inc. is a Reporting Issuer.
"special relationship": for the purpose of this Policy, a person is in a special relationship with TELUS if the person:
- is a TELUS team member; or
- is engaging in or is proposing to engage in any business or professional activity with or on behalf of any one of the Reporting Issuers or Subsidiaries, and includes, without limitation, a consultant.
"Subsidiary": means an affiliated body corporate as defined pursuant to the Canada Business Corporations Act, as amended from time to time, and any partnership or other unincorporated association in which TELUS Corporation or any of its affiliated bodies corporate (as so defined) has a controlling interest.
"TELUS team member": refers to each director, officer, employee of TELUS Corporation or any of its Subsidiaries.

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