##### 



Notice of Annual and Special Meetingof Shareholders&Management InformationCircular




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##### 



TABLE OF CONTENTS
 
 INVITATION TO SHAREHOLDERS
    
    
    4NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF STANTEC
    
    
    5MANAGEMENT INFORMATION CIRCULAR
    
    
    7Solicitation of Proxies
    
    
    7Registered
Shareholders  Appointment and Revocation of Proxies
    
    
    7Non-Registered (Beneficial) Shareholders  Appointment and Revocation of Proxies
    
    
    8Voting of Shares Represented by Management Proxies
    
    
    9PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING
    
    
    10Election of Directors
    
    
    10Appointment of Auditor
    
    
    10Amendment to the Employee Share Option Plan
    
    
    10Approval of US Employee Purchase Plan
    
    
    14Other Business
    
    
    16INFORMATION REGARDING STANTEC
    
    
    17Interest of Certain Persons in Matters to be Acted Upon
    
    
    17Currency
    
    
    17Voting Shares and Their Principal Holders
    
    
    17Normal Course Issuer Bid
    
    
    17Disclosure of Corporate Governance Practices
    
    
    17Board of Directors Meetings
    
    
    18Committees of the Board of Directors
    
    
    18Audit Committee
    
    
    18Corporate Governance and Compensation Committee
    
    
    18Election of Directors
    
    
    19Compensation of Directors
    
    
    24Age and Term Limits
    
    
    25Executive Compensation
    
    
    26Summary Compensation Table
    
    
    26CEO Compensation
    
    
    27Option Grants During the Most Recently Completed Financial Year
    
    
    27Aggregated Option Exercises During the Most Recently Completed
Financial Year and Financial Year-End Option Values
    
    
    28Equity Compensation Plan Information
    
    
    28Indebtedness of any Directors, Executive Officers and Senior Officers
    
    
    28




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Employment Contracts
    
    
    28Anthony P. Franceschini
    
    
    28Eric C. Nielsen
    
    
    29Donald W. Wilson
    
    
    30Mark E. Jackson
    
    
    30Valentino DiManno
    
    
    30Report on Executive Compensation
    
    
    31Composition of Corporate Governance and Compensation Committee
    
    
    31Compensation Philosophy
    
    
    31Compensation of the Chief Executive Officer
    
    
    32Performance Graph
    
    
    33Directors and Officers Liability Insurance
    
    
    332007 Shareholder Proposals
    
    
    33Additional Information
    
    
    34Directors Approval
    
    
    34SCHEDULE A  STATEMENT OF CORPORATE GOVERNANCE PRACTICES
    
    
    35SCHEDULE B  AMENDMENT TO EMPLOYEE SHARE OPTION PLAN RESOLUTION
    
    
    44SCHEDULE C  US EMPLOYEE SHARE PURCHASE PLAN RESOLUTION
    
    
    45SCHEDULE D  US EMPLOYEE SHARE PURCHASE PLAN
    
    
    47
 3




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##### 



Stantec Inc.10160 - 112 StreetEdmonton AB T5K 2L6Tel: (780) 917-7000 Fax: (780) 917-7330stantec.com
 
   Stantec Inc. 2006 Annual Report
     
 Tony Franceschini  President & CEO




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##### 



STANTEC INC.
 NOTICE OF ANNUAL AND SPECIAL
MEETING OF SHAREHOLDERS
     1.
    
    receive Stantecs financial statements for the financial year ended December 31,
2006, together with the auditors report on those statements;2.
    
    elect the directors of Stantec;3.
    
    appoint an auditor and to authorize the directors to fix the auditors remuneration;4.
    
    to vote on amendments to the Employee Share Option Plan:
 a)
    
    to allow the Board of Directors to make certain amendments to the Plan without
shareholder approval; andb)
    
    to allow that in the event that the term of an option expires within or within three
trading days following the end of a blackout period imposed by Stantec, the option
shall expire on the date that is ten trading days following the end of the blackout
period; all as described in the accompanying Management Information Circular.all as described in the accompanying Management Information Circular.
 5.
    
    to vote on the resolution creating a Stantec Share Purchase Plan for US employees; and6.
    
    to transact any other business properly brought before the Meeting.
   By Order of the Board of Directors-s- Jeffrey s. Lloyd
 Edmonton, Alberta
    
    JEFFREY S. LLOYDMarch 15, 2007
    
    Secretary
 5




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th
 6




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##### 



STANTEC INC.
 MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
   SOLICITATION OF PROXIES
  
 Stantecs management is soliciting proxies with this circular.
 REGISTERED
SHAREHOLDERS  APPOINTMENT AND REVOCATION OF PROXIES
  1.
    
    to vote by mail or delivery, your paper proxy must by completed, signed and returned in
accordance with the instructions on the enclosed form of proxy.2.
    
    to vote by telephone, call the toll-free number indicated on the enclosed form of proxy.
Using a touch-tone telephone to select your voting preferences, follow the instructions of
the vote voice and refer to your Control Number, Holder Account Number and Access Number
provided on the enclosed proxy when instructed to do so. Note that voting by telephone is not
available if you wish to appoint a person as a proxy other than the persons named on the
proxy form.In such a case, your proxy should be voted by mail, delivery or Internet.3.
    
    to vote using the Internet, visit the Internet website indicated on the enclosed form of
proxy. Follow the on-line voting instructions given to you over the Internet to select your
voting preferences and refer to your Control Number, Holder Account Number and Access Number
provided on the enclosed proxy when instructed to do so.
   7




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##### 



You have
the right to appoint a person of your choice, who need not be a
Stantec shareholder, to represent you and to attend and act on your behalf at the meeting. If you wish to
appoint someone other than individuals listed in the enclosed proxy, please insert the name of the
person you wish to appoint in the paper proxy or the Internet proxy in the space provided for that
purpose.
  th
   1.
    
    Stantecs registered office before the end of business on the day before the meeting or
any subsequent adjournment or postponement, or2.
    
    the Chairman of the meeting before the start of the meeting or before any adjournment
or postponement.
  NON-REGISTERED
(BENEFICIAL) SHAREHOLDERS  APPOINTMENT AND REVOCATION OF PROXIES
 beneficial shareholder
 If you receive a proxy from your nominee, you cannot use that
proxy to vote your shares in person at the meeting.
  1.
    
    by providing, well in advance of the meeting, voting instructions to your nominee who will
have sent you either a request for voting instructions or a form of proxy for the number of
shares you hold. You should carefully follow your nominees procedures and return instructions
to ensure that your shares are voted at the meeting; or2.
    
    by attending the meeting. Stantec does not generally have the names of non-registered
shareholders; therefore, if you want to attend the meeting in person, you must have your nominee
appoint you as its proxyholder in respect of your shares. Only after having been appointed as a
proxyholder will you be able to vote your shares at the meeting. If you plan to vote in this
manner, contact your nominee to determine what documents you need to complete to be appointed a
proxyholder. You will also need to register with Stantecs
transfer agent at the meeting.
 8




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##### 



VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES
 In the absence of specific instructions, the management representatives will vote for
the election of the directors, the appointment of auditor, and in favor of the resolutions
indicated in this circular (the amendment of Stantecs Employee Share Option Plan and the
resolution approving the US Employee Purchase Plan).
  9




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##### 



PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING
  1.
    
    Election of Directors
  2.
    
    Appointment of Auditor
   Category
    
    Note
    
    
    2006
    
    
    2005Audit Fees
    
    
    1
    
    
    $
    1,056,000
    
    
    $
    754,000Audit-Related Fees
    
    
    2
    
    
    
    
    
    
    
    24,000Tax Fees
    
    
    3
    
    
    
    532,000
    
    
    
    898,000Total
    
    
    
    
    
    $
    1,588,000
    
    
    $
    1,676,000
     3.
    
    Amendment to Employee Share Option Plan
  10




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##### 



Background
   Board of Directors Amendment Powers
   a)
    
    any amendment to the number of Stantec Common Shares issuable under the ESOP, including an
increase in the fixed maximum number of Stantec Common Shares or a change from a fixed maximum
number of Stantec Common Shares to a fixed maximum percentage;b)
    
    a reduction in the exercise price or purchase price of an option (other than for standard
anti-dilution purposes such as in the case of a share split, share consolidation or a stock
dividend) held by or benefiting an insider;c)
    
    an increase in the maximum number of Stantec Common Shares that may be issued to insiders within
any one year period or that are issuable to insiders at any time;d)
    
    an extension of the term of an option held by or benefiting an insider;e)
    
    any change to the definition of Eligible Person in the ESOP which would have the potential of
broadening or increasing insider participation;f)
    
    the addition of any form of financial assistance;g)
    
    any amendment to a financial assistance provision which is more favourable to participants of
the ESOP;h)
    
    the addition of a cashless exercise feature, payable in cash or securities which does not
provide for a full deduction of the number of underlying securities from the ESOP reserve;i)
    
    the addition of a deferred or restricted share unit or any other provision which results in
participants of the ESOP receiving securities while no cash consideration is received by Stantec;
and
 11




---



##### 



j)
    
    any other amendments that may lead to significant or unreasonable dilution in Stantecs
outstanding securities or may provide additional benefits to Eligible Persons in the ESOP,
especially insiders, at the expense of Stantec and its existing shareholders.
  a)
    
    amendments of a housekeeping nature;b)
    
    a change to the vesting provisions of an option or the ESOP;c)
    
    a change to the termination provisions of an option or the ESOP which does not entail an
extension beyond the original expiry date, except in the case of an extension due to a trading
blackout; andd)
    
    the addition of a cashless exercise feature, payable in cash or securities, which provides
for a full deduction of the number of underlying securities from the ESOP reserve.
 Extension of Expiry of Options During a Blackout
    Current Terms of the Plan
  12




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##### 



13




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##### 



Shares Reserved and Options Granted
  OptionsPlan
    
    
    
    Options
    
    
    
    Options
    
    
    
    Available forMaximum
    
    
    
    Outstanding
    
    
    
    Exercised
    
    
    
    Future GrantBalance as of March 15, 2007
    
    
    

4,514,126
    
    
    
    

1,388,724
    
    
    
    

503,170
    
    
    
    

2,622,232Percentage of Common Shares
outstanding as of March 15,
2007
    
    
    
    9.91%
    
    
    
    
    3.05%
    
    
    
    
    1.10%
    
    
    
    
    5.76%
 Resolution and Recommendation
   The Stantec management representatives intend to vote for this resolution, other than in respect of
shares held by shareholders who specify in their proxies that their shares are to be voted against
the resolution.
 4.
    
    US Employee Share Purchase Plan
 Background
   14




---



##### 



Summary of ESPP
 Participation
  Participant Payroll Deductions
  Employer Matching Contribution
  Common Share Purchase
   Duration, Termination and Amendment
  Resolution and Recommendation
  15




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##### 



The Stantec management representatives intend to vote for this resolution, other than in respect of
shares held by shareholders who specify in their proxies that their shares are to be voted against
the resolution.
 5.
    
    Other Business
  16




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##### 



INFORMATION REGARDING STANTEC
 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
  CURRENCY
  VOTING SHARES AND THEIR PRINCIPAL HOLDERS
   NORMAL COURSE ISSUER BID
     DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES
   17




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##### 



Board of Directors Meetings
   Committees of the Board of Directors
  Audit Committee
 (PHOTO)
    
    The Audit Committee members are all independent directors. The committee members are William D.
Grace, Chairman, Robert R. Mesel, and Ivor M. Ruste (as of Feb. 21, 2007). E. John (Jack) Finn was
a member of the Audit Committee throughout 2006 and will continue to be an Audit Committee member
until the Annual General and Special Meeting on May 3, 2007. In summary, the committee monitors,
evaluates, approves and makes recommendations on matters affecting Stantecs external audit, financial reporting and accounting control policies.
  www.sedar.com
 Corporate Governance and Compensation Committee
 (PHOTO)
    
    The Corporate Governance and Compensation Committee members are all independent
directors. The committee members are Robert J. Bradshaw, Chairman, William D.
Grace and Susan E. Hartman.
This committee makes recommendations to the Board of Directors on:
 18




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##### 



Corporate Governance Matters
 
    
    developments in the area of corporate governance generally;
    
    composition and size of the Board of Directors;
    
    appropriate candidates for nomination to the Board of Directors;
    
    providing an orientation and education program for new directors;
    
    evaluating the performance of the Board of Directors, any committees, and individual
directors;
    
    considering and approving any requests by an individual director to engage outside
experts at Stantecs expense.
 Compensation Matters
 
    
    compensation policies reflecting the rationale for each element of executive pay,
including the link between compensation and performance and the level of competitiveness of the
total compensation package;
    
    administration of Stantecs Employee Share Option Plan;
    
    executive management compensation, including bonuses, stock options, pensions, and benefits;
    
    compensation for the Chief Executive Officer;
    
    senior management performance reviews;
    
    Stantecs succession plans for executive management positions.
  ELECTION OF DIRECTORS
   19




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##### 



Ronald
Triffo - Chairman of the Board of Directors, Stantec Inc.
 (RONALD TRIFF PHOTO)
    
    Ronald Triffohas been associated with Stantec since 1977. He was appointed
President in 1983, President and CEO in 1988 and Chairman of the Board of Directors in
1998. Mr. Triffo holds a BSc. in Civil Engineering from the University of Manitoba and a
MSc. in Engineering from the University of Illinois. He is currently a director of TELUS
Corporation as well as the Chairman of the Alberta Ingenuity Fund. Mr. Triffo is the
immediate Past Chair of Alberta Treasury Branches (ATB Financial) and a past Chair of
the Alberta Economic Development Authority. He also serves on the Board of Albertas
Promise, the Advisory Council of the Faculty of Medicine and Dentistry at the University
of Alberta, and the Board of Governors of Junior Achievement of Northern Alberta. Mr.
Triffo is a Past President of the Consulting Engineers of Alberta and the Association of
Consulting Engineers of Canada and has received several provincial and national awards
for his extensive contributions to the engineering profession, community and
business.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceAugust 12, 1985
    
    
    Yes
    
    
    1,043,775
    
    
    
    
    0
    
    
    
    800
    
    
    
    Board Meetings
    
    
    7 of 7Value: $33,484,302
    
    
    
    
    
    
    
    Value: $25,664
 Robert
J. Bradshaw - Chairman, Contor Industries Limited
 (ROBERT J. BRANDSHAW PHOTO)
    
    Robert J. Bradshawhas been a member of Stantecs Board of Directors since 1993. He
is a professional engineer with a diverse background in the manufacturing, oil,
consulting engineering, and nuclear industries, as well as in power generation and
government service. Mr. Bradshaw is currently Chairman of Contor Industries Limited,
which acquires mature manufacturing companies requiring significant turn-around
activities. The business of the Contor companies ranges from nuclear and aerospace to
hydro electric; gold mining; food processing; aircraft leasing and waste disposal. Mr.
Bradshaw is a director of Configuresoft, Inc.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceDecember 14, 1993
    

    
    Yes
    
    

    110,000
    
    
    
    
    0
    
    
    
    12,000
    
    
    
    Board Meetings
    
    
    7 of 7Value: $3,528,800
    
    
    
    
    
    
    
    Value: $384,960Corporate Governance & Compensation Committee
    
    

3 of 3
 20




---



##### 



Anthony
(Tony) P. Franceschini - President & CEO, Stantec Inc.
 (ANTHONY (T0NY) P. FRANCESHINI PHOTO)
    
    Anthony P. Franceschinihas been with Stantec since 1978, where he has provided
consulting services, management, and leadership, becoming Chief Executive Officer in
1998. He has served as a director of Stantec since the Company became publicly traded in
March 1994. He also serves as a director of Esterline Technologies Corporation, a
leading manufacturer in the aerospace/defence markets and is a director of privately
held CCI Thermal Technologies Inc., an Edmonton-based manufacturer of industrial heating
products and custom-engineered process heating equipment.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceFebruary 3, 1994
    
    
    No
    
    
    370,502
    
    
    
    300,000

    
    
    Not eligible
    
    
    Board Meetings
    
    
    7 of 7Value: $11,885,704
 William D. Grace  Corporate Director
 (WILLIAM D. GRACE PHOTO)
    
    William D. Gracehas been a member of Stantecs Board of Directors
since 1994. Mr. Grace is a graduate of the University of Alberta and a Fellow
Chartered Accountant (FCA). During his business career, he served as the Chief
Financial Officer with several Alberta corporations. From 1988 to 1994, he was a
managing partner in the Edmonton office Price Waterhouse. Mr. Grace is the recipient
of several awards including the Alberta Achievement Award from the Province of
Alberta, the Lifetime Achievement Award from the Alberta Institute of Chartered
Accountants and the University of Alberta Alumni Award of Excellence. He currently
holds a number of corporate directorships in addition to Stantec, including the
Forzani Group Ltd., Melcor Developments Ltd., BioMS Medical Corp Millar Western
Forest Products Ltd. and a number of private companies. He is also the independent
Chairman of the Edmonton Pipe Industry Pension Trust and Health & Welfare Funds, a
director of the Mutual Dealers Association of Canada, and a public council member of
the Association of Professional Engineers, Geologists and Geophysicists of Alberta.
Mr. Grace is a Past President of both the Alberta and Canadian Institute of Chartered
Accountants, and has been active over the past years in numerous community and
professional organizations.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    

    2006 AttendanceApril 29, 1994
    
    
    Yes
    
    
    26,000
    
    
    
    
    0
    
    
    
    12,000
    
    
    
    Board Meetings
    
    
    6 of 7Value: $834,080
    
    
    
    
    
    
    
    Value: $384,960Audit Committee
    
    
    5 of 5Corporate
Governance & Compensation Committee
    
    
    3 of 3
 21




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##### 



Susan E. Hartman  President and Owner, The Hartman Group
 (SUSAN E. HARTAM PHOTO)
    
    Susan E. Hartmanhas been a member of Stantecs Board of Directors since 2004. Ms.
Hartman holds a BSc. degree in chemistry and has diverse experience in strategic
planning, business management, mergers and acquisitions, operations, and international
business development. In 1993 she started her own management consulting firm, The
Hartman Group. Ms. Hartman continues as President and owner of The Hartman Group,
leading the companys consulting services in the area of strategic and operational
planning, overall business assessment, process optimization, and project management. She
currently serves as a board member on QED Technologies, Inc. and The SCORE
Foundation.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceNovember 4, 2004
    
    
    Yes
    
    
    2,350
    
    
    
    
    0
    
    
    
    8,000
    
    
    
    Board Meetings
    
    
    7 of 7Value: $75,388
    
    
    
    
    
    
    

Value: $256,640Corporate Governance & Compensation Committee
    
    
    3 of 3
 Aram H.
Keith  Vice-Chairman of the Board of Directors, Stantec Inc.
 (ARAM H. KEITH PHOTO)
    
    Aram H. Keithco-founded The Keith Companies, Inc. in March 1983 and served as its
Chief Executive Officer and Chairman of the Board of Directors until its acquisition by
Stantec in 2005. During that time, the firm grew to have 17 offices and over 850
employees. Under his leadership, The Keith Companies won many major awards for its
outstanding projects. Mr. Keith has been a licensed civil engineer since 1972. He
received a Bachelor of Science degree in civil engineering from California State
University at Fresno and was recently named Alumni of the Year. Mr. Keith was named an
Entrepreneur of the Year by Ernst & Young and his firm was named one of the Top 10 Large
Firms to Work For by Civil Engineering News in 2005. Mr. Keith has served his church in
many capacities throughout the years and currently sits on its Board of Trustees. He has
also been involved in groups like the Boy Scouts, the Boys and Girls Clubs, the Special
Olympics, City of Hope, and Concordia University.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceNovember 3, 2005
    
    
    No
    
    
    414,162
    
    
    
    0
    
    
    
    Not eligible
    
    
    Board Meetings
    
    
    7 of 7Value: $13,286,317
 22




---



##### 



Robert
R. Mesel  Corporate Director
 (ROBERT R. MESEL PHOTO)
    
    Robert R. Meselhas been a member of Stantecs Board of Directors since 2004. Mr.
Mesel is an experienced business professional with expertise in business development,
administration, accounting, and finance. Prior to his retirement in 1998, Mr. Mesel was
a director and/or trustee for many prestigious organizations, including the Financial
Executive Institute (Northeast Ohio Chapter), Ohio Council for Economic Education,
Greater Cleveland Salvation Army, and Canisius College. Mr. Mesel completed his
bachelor of business administration in accounting at Canisius College, his masters of
business administration at State University of New York at Buffalo, and the advanced
management program at Harvard Business School. He is also the past President of BP
Chemicals Inc. and Chase Brass & Copper Company.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceNovember 4, 2004
    
    
    Yes
    
    
    5,000
    
    
    
    0
    
    
    
    8,000
    
    
    
    Board Meetings
    
    
    6 of 7Value: $160,400
    
    
    
    
    
    
    

Value: $256,640Audit Committee
    
    
    5 of 5
 Ivor M.
Ruste  Vice President, Finance, EnCana Corporation
 (IVOR M. RUSTE PHOTO)
    
    Ivor Rustejoined the Board of Stantec in February of 2007. Mr. Ruste is
currently Vice President, Finance for EnCana Corporation (an unconventional natural
gas and integrated oilsands company) headquartered in Calgary. He has a B Com (with
distinction) from the University of Alberta and is a Fellow Chartered Accountant
(FCA). From 1998 to 2006, he was the Managing Partner of the Edmonton office of KPMG
LLP (an accounting firm) and just prior to joining EnCana in May 2006, was the Alberta
Regional Managing Partner and Vice Chair of the KPMG Canada Board of Directors. Mr.
Ruste currently serves on the Board of Governors for the University of Alberta and is
Chair of the Audit Committee as well as a member of the Human Resources and
Compensation Committee. Mr. Ruste has been active over the past 25 years in numerous
other business, community and professional activities.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2006 AttendanceFebruary 21, 2007
    
    
    Yes
    
    
    500
    
    
    
    0
    
    
    
    800
    
    
    
    Board Meetings
    
    
    0 of 0Value: $16,040
    
    
    
    
    
    
    

Value: $25,664
   23




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##### 



COMPENSATION OF DIRECTORS
      1.
    
    encourage the directors to hold a continuing equity interest in Stantec;2.
    
    align the interests of directors with the interests of shareholders; and3.
    
    attract and retain qualified Canadian and US directors.
   
    
    3,200 DSUs a year (800 per quarter);
    
    an additional $1,500 per quarter if they chair the Board of Directors Corporate Governance
and Compensation Committee;
    
    an additional $3,000 per quarter if they chair the Board of Directors Audit Committee; and
    
    $1,800 for every Board of Directors meeting or Board of Directors committee meeting they
attend.
 24




---



##### 



CASH COMPENSATION

    
    
    
    
    
    
    
    DSUCOMPENSATIONAudit
    
    
    
    
    
    
    
    Corp. Gov.
    
    
    Corp. Gov &Board
    
    
    Committee
    
    
    
    
    
    
    
    & Comp.
    
    
    Comp.
    
    
    ConferenceMeetings
    
    
    Meetings
    
    
    Audit Chair
    
    
    Committee
    
    
    Chair
    
    
    Call
    
    
    Total YTD# of
    
    
    Value at$1,800/
    
    
    $1,800/
    
    
    $3,000/qtr
    
    
    $1,800/
    
    
    
    
    
    
    
    $1,800/
    
    
    
    
    
    
    
    
    
    
    
    
    DSUs
    
    
    Date ofDirectors
    
    
    Meeting
    
    
    Meeting
    
    
    as of Jan/06
    
    
    Meeting
    
    
    $1,500/qtr
    
    
    Meeting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    IssueTriffo, Ronald1
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    Nil
    
    
    NilFranceschini,
Anthony P.1
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    
    
    
    
    
    Nil
    
    
    NilKeith. Aram H.1
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    $

143,560
    2
    
    
    
    
    
    
    
    Nil
    
    
    NilBertholf, Neilson
A.3
    
    
    $
    1,800
    
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    $
    1,800
    
    
    
    
    
    
    
    
    Nil
    
    
    NilBradshaw, Robert
J.
    
    
    $
    7,200
    
    
    
    Nil
    
    
    Nil
    
    
    $
    3,600
    
    
    
    $
    6,000
    
    
    
    $
    5,400
    
    
    
    $
    22,200
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    $
    66,512Finn, E. John
(Jack)
    
    
    $
    7,200
    
    
    
    $
    5,400
    
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    $
    7,200
    
    
    
    $
    19,800
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    $
    66,512Grace, William D.
    
    
    $
    7,200
    
    
    
    $
    5,400
    
    
    
    $
    10,500
    
    
    
    $
    3,600
    
    
    
    Nil
    
    
    $
    9,000
    
    
    
    $
    35,700
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    $
    66,512Hartman, Susan
E.
    
    
    $
    7,200
    
    
    
    Nil
    
    
    Nil
    
    
    $
    3,600
    
    
    
    Nil
    
    
    $
    5,400
    
    
    
    $
    16,200
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    $
    66,512Mesel, Robert R.
    
    
    $
    7,200
    
    
    
    $
    5,400
    
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    $
    5,400
    
    
    
    $
    18,000
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    $
    66,512Totals
    
    
    $
    37,800
    
    
    
    $
    16,200
    
    
    
    $
    10,500
    
    
    
    $
    10,800
    
    
    
    $
    6,000
    
    
    
    $
    32,400
    
    
    
    $
    407,260
    
    
    

    

    

    

    
    
    
    16,000
    
    
    
    $
    332,560
 
 1
    
    Mr. Triffo was paid compensation of $150,000 per year as a director fee retainer
pursuant to an agreement with Stantec. This agreement has been amended as of January 1, 2007 to
$75,000 per year. He is also entitled to participate in the DSU program and is entitled to the same
meeting fees as other Directors. Likewise Mr. Keith is paid $126,574 pursuant to an agreement with
Stantec. Mr. Franceschini is not compensated for acting as a director.2
    
    Mr. Keith was paid $126,574 in US dollars.3
    
    Mr. Bertholf received payment in January of 2006 for attending the November 3, 2005
Board of Directors Meeting. AGE AND TERM LIMITS
  25




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##### 



EXECUTIVE COMPENSATION
 Summary Compensation Table
  Long-TermName and Principal
    
    
    Year
    
    
    Annual Compensation
    
    
    Compensation
    
    
    All OtherPosition
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    CompensationSalary
    
    
    Bonus1
    
    
    Securitiesunder Options2A.P. FRANCESCHINI
    
    
    2006
    
    
    $375,005
    
    
    $1,722,106
    
    
    nil
    
    

$7,5003President & CEO
    
    
    2005
    
    
    $375,004
    
    
    $1,161,425
    
    
    nil
    
    
    $7,73032004
    
    
    $375,004
    
    
    $844,350
    
    
    nil
    
    
    $9,0003E. C. NIELSEN (US $)
    
    
    2006
    
    
    $378,145
    
    
    $240,000
    
    
    10,000
    
    
    $8,8003Senior Vice President,
    
    
    2005
    
    
    $99,448
    
    
    $200,000
    
    
    nil
    
    
    $4,5003US West
    
    
    2004
    
    
    
    
    
    
    
    
    nil
    
    
    D.W. WILSON
    
    
    2006
    
    
    $249,307
    
    
    $350,000
    
    
    10,000
    
    
    $12,4653Vice President & CFO
    
    
    2005
    
    
    $232,828
    
    
    $300,000
    
    
    nil
    
    
    $11,88342004
    
    
    $224,030
    
    
    $250,000
    
    
    5,000
    
    
    $69,4395M.E. JACKSON
    
    
    2006
    
    
    $249,109
    
    
    $350,000
    
    
    10,000
    
    
    $36,0216Senior Vice President
    
    
    2005
    
    
    $226,336
    
    
    $300,000
    
    
    nil
    
    
    $10,30532004
    
    
    $218,460
    
    
    $250,000
    
    
    5,000
    
    
    $5,8693V. DIMANNO
    
    
    2006
    
    
    $223,210
    
    
    $350,000
    
    
    10,000
    
    
    $8,5657Senior Vice President,
    
    
    2005
    
    
    $177,991
    
    
    $200,000
    
    
    nil
    
    
    $6,5903Canada
    
    
    2004
    
    
    $172,696
    
    
    $140,000
    
    
    4,000
    
    
    $4,9543
 
 1
    
    Represents bonuses earned and calculated in respect of the indicated financial
year. 26




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##### 



2
    
    Options for Common Shares of Stantec. See below for further information regarding
option grants and exercises during the most recently completed financial year.3
    
    Represents a payment to the executive officers registered retirement savings/employee
share purchase plan.4.
    
    Represents a payment to Mr. Wilsons registered retirement savings/employee share
purchase plan ($10,533) and a service award ($1,350).5.
    
    Represents a payment to Mr. Wilsons registered retirement savings/employee share
purchase plan ($5,980) and a payout of vacation time that Mr. Wilson had accrued but not taken
during his time at Stantec ($63,459).6
    
    Represents a payment to Mr. Jacksons registered retirement savings/employee share
purchase plan ($12,456) and a payout of vacation time that Mr. Jackson had accrued but not taken
during his time at Stantec ($23,565).7
    
    Represents a payment to Mr. DiMannos registered retirement savings/employee share
purchase plan ($6,765) and a service award ($1,800). CEO Compensation
 Compensation
    
    
    ValueBase salary
    
    
    
    $375,005Bonus
    
    
    
    $1,722,106ESP/RRSP
    
    
    
    $7,500Share options granted in 2006 fiscal year
    
    
    
    0Total compensation
    
    
    
    $2,104,611
  Option Grants During the Most Recently Completed Financial Year
 Market ValueofSecurities% of Total
    
    
    
    
    
    UnderlyingSecurities
    
    
    Options Granted
    
    
    Exercise or Base
    
    
    Options on theunder
    
    
    to Employees in
    
    
    Price ($/Common
    
    
    Date of GrantName
    
    
    Options1
    
    
    Financial Year
    
    
    Share)
    
    
    ($/Security)
    
    
    Expiration DateA.P. Franceschini
    
    
    Nil
    
    
    0.00%
    
    
    N/A
    
    
    N/A
    
    
    N/AE. C. Nielsen
    
    

10,0002
    
    
    2.12%
    
    
    $20.37
    
    
    $20.37
    
    
    August 18, 2013D.W. Wilson
    
    

10,0003
    
    
    2.12%
    
    
    $20.37
    
    
    $20.37
    
    
    August 18, 2013M.E. Jackson
    
    

10,0004
    
    
    2.12%
    
    
    $20.37
    
    
    $20.37
    
    
    August 18, 2013V. DiManno
    
    

10,0005
    
    
    2.12%
    
    
    $20.37
    
    
    $20.37
    
    
    August 18, 2013
 
 1
    
    Options granted
under Stantecs
Employee Share
Option Plan to
purchase common
shares of Stantec.2
    
    3,333
options are
exercisable on
August 18, 2007,
3,333 options are
exercisable on
August 18, 2008,
and 3,334 options
are exercisable on
August 18, 2009.3
    
    3,333
options are
exercisable on
August 18, 2007,
3,333 options are
exercisable on
August 18, 2008,
and 3,334 options
are exercisable on
August 18, 2009.4
    
    3,333
options are
exercisable on
August 18, 2007,
3,333 options are
exercisable on
August 18, 2008,
and 3,334 options
are exercisable on
August 18, 2009.5
    
    3,333
options are
exercisable on
August 18, 2007,
3,333 options are
exercisable on
August 18, 2008,
and 3,334 options
are exercisable on
August 18, 2009. 27




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##### 



Aggregated
Option Exercises
During the Most
Recently Completed
Financial Year and
Financial Year-End
Option Values
 Securities
    
    
    Aggregate
    
    
    Unexercised Options at
    
    
    Value of UnexercisedName
    
    
    Acquired
    
    
    Value
    
    
    Financial Year End
    
    
    in-the-Money Optionson Exercise
    
    
    Realized
    
    
    (#)
    
    
    at Financial Year End1(#)
    
    
    ($)
    
    
    Exercisable/Unexercisable
    
    
    Exercisable/UnexercisableA.P. Franceschini
    
    
    104,000
    
    
    $1,864,120
    
    
    240,000/60,000
    
    
    $3,633,600/$702,000E. C. Nielsen
    
    
    nil
    
    
    Nil
    
    
    0/10,000
    
    
    0/$48,800D.W. Wilson
    
    
    18,000
    
    
    $324,350
    
    
    54,668/13,332
    
    
    $1,009,284/$92,116M.E. Jackson
    
    
    nil
    
    
    nil
    
    
    38,668/13,332
    
    
    $610,684/$92,116V. DiManno
    
    
    4,000
    
    
    $75,920
    
    
    30,332/12,668
    
    
    $518,066/$83,484
 
 1
    
    The closing price
of Stantecs Common Shares on the
TSX on December 29, 2006 was
$25.25. EQUITY COMPENSATION PLAN INFORMATION
 Plan Category
    
    
    Number of securities to
    
    
    Weighted-average
    
    
    Number of securitiesbe issued upon
    
    
    exercise price of
    
    
    remaining available forexercise of
    
    
    outstanding options
    
    
    future issuance under equityoutstanding options
    
    
    (b)
    
    
    compensation plans(a)
    
    
    
    
    
    
    
    (excluding securitiesreflected in column (a))(c)Equity
compensation plans
approved by
security holders
    
    
    
    1,702,784
    
    
    
    $
    11.92
    
    
    
    

2,643,6681
 
 1
    
    This number is equal to the
maximum number of Stantec options authorized to
be issued under the Stantec Share Option Plan
(4,514,126) less 167,674 Stantec options which
have been exercised over the life of the Stantec
Stock Option Plan less the 1,702,784 Stantec
options outstanding as at December 31, 2006. INDEBTEDNESS OF ANY DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
  (a)
    
    indebtedness outstanding to Stantec or any of
its subsidiaries by; or(b)
    
    guarantees, support agreements, letters of
credit or other similar arrangements provided by
Stantec to;
  EMPLOYMENT CONTRACTS
 Anthony
P. Franceschini
  28




---



##### 



(a)
    
    an annual base salary of $375,000,(b)
    
    an annual bonus of 1.5% of Stantecs annual
net income before deductions for employee
performance bonuses, executive bonuses and taxes,
and(c)
    
    options for Stantec Common Shares as follows:
 Number of Options
    
    Strike Price
    
    Vesting Date
    
    Expiry Date60,000
    
    $8.05
    
    January 3, 2004
    
    January 3, 201060,000
    
    $9.42
    
    January 3, 2005
    
    January 3, 201160,000
    
    $10.80
    
    January 3, 2006
    
    January 3, 201260,000
    
    $12.17
    
    January 3, 2007
    
    January 3, 201360,000
    
    $13.55
    
    January 3, 2008
    
    January 3, 2013
     Eric C. Nielsen
   29




---



##### 



Donald W. Wilson
    Mark E. Jackson
    Valentino DiManno
   30




---



##### 



REPORT ON EXECUTIVE COMPENSATION
 Composition of Corporate Governance and Compensation Committee
  Compensation Philosophy
    1.
    
    align the interests of employees and shareholders;2.
    
    contribute to the growth of shareholder value;3.
    
    constantly improve operating results;4.
    
    retain key employees; and5.
    
    encourage key employees to become Stantec shareholders.
  
    
    the employees ability to contribute to Stantecs long-term success;
    
    the value of recognizing employees who may influence Stantecs future success;
    
    the amount and terms of any existing options which have been issued to that employee;
    
    the recommendation of the CEO; and
    
    such other factors as the Board of Directors feels are relevant with
respect to any individual key employee.
 31




---



##### 



Compensation of the Chief Executive Officer
     
 
 
 32




---



##### 



PERFORMANCE GRAPH
  
 *
 DIRECTORS AND OFFICERS LIABILITY INSURANCE
  2007 SHAREHOLDER PROPOSALS
  33




---



##### 



ADDITIONAL INFORMATION
 www.sedar.com
  a)
    
    one copy of Stantecs Annual Information Form and one copy of documentation containing
information referenced by the Annual Information Form;b)
    
    one copy of Stantecs comparative financial statements for the most recently completed financial
year, the accompanying auditors report, and one copy of any interim financial statements created
after the latest annual financial statements;c)
    
    one copy of Stantecs most recent Management Information Circular in respect of the most recent
annual shareholder meeting that involved the election of directors.
   DIRECTORS APPROVAL
  
 Jeffrey S. Lloyd
 34




---



##### 



SCHEDULE A
 STATEMENT OF CORPORATE GOVERNANCE PRACTICES
  Board of Directors
      Board of Directors Mandate
   35




---



##### 



1.
    
    Integrity of CEO and other Executive OfficersThe Board of Directors assesses the integrity of the CEO and other executive officers through
regular interaction at Board of Directors and committee meetings and through ongoing
interaction. In addition, the Board of Directors satisfies itself that the CEO and other
executive officers are creating a culture of integrity throughout Stantec by reviewing
annually with the CEO and executive officers what policies and procedures are in place to
create a culture of integrity.2.
    
    Adoption of a Corporate Strategic Planning ProcessIt is the responsibility of the Board of Directors to ensure that Stantec has appropriate
short and long-term goals and has implemented a strategic planning process. In identifying and
adopting short and long-term goals and a strategic planning process, the Board of Directors shall
look to the management of Stantec, and particularly the CEO, for leadership. In addition to
ensuring a strategic planning process is in place, the Board of Directors should assist in the
process by maintaining open communication lines with management both directly and through the CEO,
providing objectivity to plans and adding its collective experienced judgement to the strategic
planning process. Finally, the Board of Directors must approve Stantecs strategies as they evolve
and as they may change. In this context, the Board of Directors must be responsible for monitoring
managements success in implementing and modifying its strategies as may be required.3.
    
    Managing Risks and Protecting Shareholder ValueThe Board of Directors shall be responsible to ensure that proper procedures are established
for the protection of shareholder value. The Board of Directors is expected to adequately
scrutinize material programs and approve material capital expenditures, acquisitions and
divestitures.Members of the Board of Directors are responsible for and must be expected to understand the
principal risks associated with Stantecs business. In this regard, the Board of Directors must
rely upon management of Stantec to identify and monitor risks on a day-to-day basis; however, the
Board of Directors must ensure that there are adequate systems in place which effectively monitor
and manage the risks of the business to ensure Stantecs long-term viability. It is acknowledged
and understood that all business decisions involve balancing risks with reward and benefit, and
hence any material business actions must balance the potential return against the potential damage
to shareholders.4.
    
    Appointing, Developing and Monitoring Senior Management (Succession Planning)The Board of Directors implements its corporate strategies and resolutions through delegation
to management. In turn, management must inform and communicate properly with the Board of
Directors and in accordance with the Board of Directors stated goals and objectives. As a result,
the Board of Directors must ensure that it has retained a management of appropriate calibre,
particularly in the role of the CEO. The Board of Directors must implement systems to assess the
performance of its senior management, particularly that of the CEO, against objectives established
by the Board of Directors. To the extent there are mechanisms which may assist the appointment,
development and assessment of management, the Board of Directors should be satisfied that such
systems are in place and that an orderly succession of senior management can be facilitated.
 36




---



##### 



5.
    
    Communications PolicyThe Board of Directors shall ensure that Stantec has a policy in place to enable it to
communicate effectively with shareholders, other stakeholders and the public generally, including
the capital markets. Stantecs communications policy must effectively relate the operations of
Stantec to shareholders and should facilitate open communication with shareholders. The CEO will
be directly responsible for approving the issuance of any material communications to shareholders.6.
    
    Internal Corporate Controls and Management Information SystemsThe Board of Directors shall ensure there are control and information systems in place to
ensure the effective discharge of its responsibilities hereunder and in law. In particular, the
Board of Directors will ensure Stantec has (a) an audit system and internal controls which verify
the integrity of the financial data and the compliance of financial information with appropriate
accounting principles, (b) adequate environmental information, controls and reporting systems, and
(c) systems for monitoring and evaluating the implementation of corporate strategy and material
corporate decisions.
  Position Descriptions
  Chief Executive Officer Position Description
 Appointment
 The Board of Directors shall appoint the CEO on terms and conditions that it considers
appropriate.Reporting and ReviewThe CEO shall report to the Board of Directors. The Board of Directors shall review the CEOs
performance on an annual basis.Duties and ResponsibilitiesThe CEO shall have full responsibility for the day-to-day operation of Stantecs business in
accordance with Stantecs strategic plan and budgets as previously approved by the
Board of Directors. In discharging this responsibility, and subject always to the oversight of the
Board of Directors, the CEO shall:
 37




---



##### 




    
    foster a corporate culture that promotes ethical practices and encourages
individual integrity;
    
    work with the Chairman of the Board of Directors to ensure the Board of
Directors is provided with all information and access to management necessary to allow it to
fulfill its statutory, governance and other obligations in a timely manner;
    
    fully apprise the Board of Directors of all matters that are material to
directors, and alert the Chairman in a timely manner of any material changes or events that may
impact the risk profile, financial affairs or performance of Stantec;
    
    together with the Chairman, develop and recommend to the Board of Directors a
long-term strategy and vision for Stantec that leads to enhancement of shareholder value;
    
    develop and recommend to the Board of Directors annual business plans and
budgets that support Stantecs long-term strategy;
    
    consistently strive to achieve Stantecs financial and operating goals and
objectives;
    
    promote continuous improvement in the quality and value of Stantecs
services;
    
    seek to secure and maintain a competitive position for Stantec within
its industry;
    
    ensure that Stantec has an effective management team below the
level of CEO and has an active plan for management development and succession;
    
    implement policies and processes to ensure the integrity of Stantecs internal
controls, management information and financial reporting;
    
    serve as the spokesperson for Stantec and oversee communication between Stantec
and its shareholders, the investment community, media, governments and their agencies,
employees and the general public.
 Chairman
   
    
    chair all meetings of the Board of Directors;
    
    oversee the Board of Directors discharge of its duties assigned to it by law,
in the constating documents of Stantec and the Corporate Governance Guidelines;
    
    together with the CEO, represent Stantec to employees, shareholders and other
stakeholders;
 38




---



##### 




    
    develop a good working relationship between the office of the Chairman, the
President and CEO, and the Board of Directors to assure open communications, cooperation,
interdependence, mutual trust, respect, and commonality of purpose;
    
    take steps to foster the Board of Directors understanding of its
responsibilities and boundaries with management;
    
    establish procedures to govern the effective and efficient conduct of the Board
of Directors work;
    
    establish the agenda for, and preside at all meetings of the Board of Directors
and annual and special meetings of shareholders;
    
    oversee the distribution of information to the Board of Directors in a
manageable form, sufficiently in advance of the meeting;
    
    oversee the functions delegated to the committees and monitor the committees
work to see that these functions are carried out and results are reported to the Board of
Directors; and
    
    carry out other duties as requested by the Board of Directors.
 Vice-Chairman
   
    
    attend all meetings of the Board of Directors;
    
    serve as a spokesperson for the Corporation as requested by the
Chairman of the Board of Directors or the President and CEO;
    
    carry
out special assignments as requested by the Chairman;
    
    participate as a
vital part of the Board of Directors leadership; and
    
    perform other
responsibilities as assigned by the Board of Directors.
 Corporate Governance and Compensation Committee Chairman
   
    
    set the tone for the Corporate Governance and Compensation Committee work;
 39




---



##### 




    
    set the agenda and chair Corporate Governance and Compensation Committee
meetings, and ensure distribution of meeting minutes;
    
    oversee the logistics of the committees operations and ensure compliance with
the Corporate Governance and Compensation Committee Terms of Reference;
    
    report to the full Board of Directors on the Corporate Governance and
Compensation Committees decisions and recommendations; and
    
    chair the meetings of the Board of Directors in the absence of the Chairman of
the Board of Directors.
 Audit Committee Chairman
   
    
    set the tone for the committee work;
    
    set the agenda and chair Audit Committee meetings, and ensure distribution of
meeting minutes;
    
    oversee the logistics of the committees operations and ensure compliance with
the Audit Committee Terms of Reference; and
    
    report to the full Board of Directors on the Audit Committees decisions
and recommendations.
 Orientation and Continuing Education
    40




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##### 



Ethical Business Conduct
 www.stantec.com www.sedar.com
  www.stantec.com
  Nomination of Directors
  Compensation
  41




---



##### 



Assessments
   Communications Policy
    Compliance with NYSE Standards
  42




---



##### 




    
    Section 303A.07(d) of the NYSEs Listed Company Manual requires each listed
company to have an internal audit function. We do not have, and Canadian law and the
rules of the TSX do not require us to have, an internal audit function.
    
    Section 303A.08 of the NYSEs Listed Company Manual requires shareholder
approval of all equity compensation plans and material revisions.
 o
    
    The definition of equity compensation plans under the NYSE rules covers
plans that provide for the delivery of newly issued securities, as well as plans which
rely on securities reacquired on the market by the issuing company for the purpose of
redistribution to employees and directors.
 
    
    The TSX rules require shareholder approval of security based compensation
arrangements only in respect of arrangements which involve the delivery of newly issued
securities.The TSX rules require shareholder approval of these arrangements when they are first
introduced, and thereafter (a) every three years in respect of all unallocated options,
rights or other entitlements under an arrangement with a rolling percentage maximum, or (b)
at the time and in respect of, any amendment to such arrangements (unless the amendment
relates to an arrangement previously approved by shareholders and which includes specific
authority for certain TSX-specified types of amendments, and the proposed amendment is of
the type so specified). Stock purchase plans where no financial assistance or discount is
provided by the company for the purchase of securities are not subject to the shareholder
approval requirement. We comply with the rules of the TSX.
 43




---



##### 



SCHEDULE B
 EMPLOYEE SHARE OPTION PLAN RESOLUTION
   BE IT RESOLVED THAT:
 1.
    
    Stantecs Employee Share Option Plan (the Plan) be amended to:
 i.
    
    provide that the Board of Directors be allowed to make certain amendments to the Plan
without shareholder approval; andii.
    
    to allow that in the event that the term of an option expires within or within three
trading days following the end of a blackout period imposed by Stantec, the option shall
expire on the date that is ten trading days following the end of the blackout period;
 all as described in the Management Information Circular for the May 3, 2007 annual and
special shareholders meeting.2.
    
    any of Stantecs officers is hereby authorized to execute and deliver, for and on Stantecs
behalf, all such documents and to do all such other acts and things as may be considered necessary
or desirable to give effect to this resolution.
 44




---



##### 



SCHEDULE C
 US EMPLOYEE SHARE PURCHASE PLAN RESOLUTION
   BE IT RESOLVED THAT:
 1.
    
    the ESPP in the form annexed to the Management Information Circular in respect of the May 3,
2007 Annual and Special Meeting is hereby approved; and2.
    
    any officer of the Corporation or of Stantec Inc. be and is hereby authorized to execute and
deliver, for and on behalf of the Corporation, all such documents and to do all such other acts and
things as may be considered necessary or desirable to give effect to this resolution and to do all
such other acts as may be deemed necessary or desirable to carry out and give effect to the
foregoing.
 45




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SCHEDULE D
 US EMPLOYEE SHARE PURCHASE PLAN
 47




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STANTEC CONSULTING INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
 TABLE OF CONTENTS
 PageARTICLE 1
    
    PURPOSE
    
    
    1ARTICLE 2
    
    ADMINISTRATION OF THE PLAN
    
    
    1ARTICLE 3
    
    ELIGIBLE EMPLOYEES
    
    
    1ARTICLE 4
    
    SHARES TO BE PURCHASED
    
    
    2ARTICLE 5
    
    PAYROLL DEDUCTIONS
    
    
    2ARTICLE 6
    
    ADDITIONAL COMPANY COMPENSATION TO PURCHASE SHARES
    
    
    2ARTICLE 7
    
    AUTHORIZATION FOR ENTERING THE PLAN
    
    
    3ARTICLE 8
    
    PURCHASE OF SHARES
    
    
    3ARTICLE 9
    
    ISSUANCE OF SHARES
    
    
    3ARTICLE 10
    
    AUTOMATIC DIVIDEND REINVESTMENT
    
    
    4ARTICLE 11
    
    SALE OF SHARES PURCHASED UNDER THE PLAN
    
    
    4ARTICLE 12
    
    WITHDRAWAL FROM THE PLAN
    
    
    4ARTICLE 13
    
    NO TRANSFER OR ASSIGNMENT
    
    
    4ARTICLE 14
    
    BENEFICIARY DESIGNATION
    
    
    4ARTICLE 15
    
    TERMINATION OF PARTICIPATION
    
    
    5ARTICLE 16
    
    TERMINATION AND AMENDMENT TO THE PLAN
    
    
    5ARTICLE 17
    
    NO RIGHT TO CONTINUED EMPLOYMENT
    
    
    6ARTICLE 18
    
    CORPORATE TRANSACTIONS/CHANGE IN CONTROL
    
    
    6ARTICLE 19
    
    MISCELLANEOUS
    
    
    6
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STANTEC CONSULTING INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
 ARTICLE 1
 PURPOSE
  ARTICLE 2
 ADMINISTRATION OF THE PLAN
     ARTICLE 3
 ELIGIBLE EMPLOYEES
  1




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ARTICLE 4
 SHARES TO BE PURCHASED
  ARTICLE 5
 PAYROLL DEDUCTIONS
  ARTICLE 6
 ADDITIONAL COMPANY COMPENSATION TO PURCHASE SHARES
    2




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ARTICLE 7
 AUTHORIZATION FOR ENTERING THE PLAN
  ARTICLE 8
 PURCHASE OF SHARES
  ARTICLE 9
 ISSUANCE OF SHARES
  3




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ARTICLE 10
 AUTOMATIC DIVIDEND REINVESTMENT
  ARTICLE 11
 SALE OF SHARES PURCHASED UNDER THE PLAN
   ARTICLE 12
 WITHDRAWAL FROM THE PLAN
  ARTICLE 13
 NO TRANSFER OR ASSIGNMENT
  ARTICLE 14
 BENEFICIARY DESIGNATION
  4




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ARTICLE 15
 TERMINATION OF PARTICIPATION
  ARTICLE 16
 TERMINATION AND AMENDMENT TO THE PLAN
   5




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ARTICLE 17
 NO RIGHT TO CONTINUED EMPLOYMENT
  ARTICLE 18
 CORPORATE TRANSACTIONS/CHANGE IN CONTROL
  ARTICLE 19
 MISCELLANEOUS
     
 6




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COMPANY:STANTEC CONSULTING INC.,an Arizona corporationByCOMMITTEE
 7