**Independent Auditors’ Report on Internal Controls****(under the standards of the Public Company Accounting Oversight Board (United States))****To the Shareholders of Stantec Inc.**We have audited management’s assessment, included in Management’s Annual Report on InternalControl over Financial Reporting, that Stantec Inc. maintained effective internal control overfinancial reporting as of December 31, 2006, based on criteria established in InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (the COSO criteria). Stantec Inc’s management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting. Our responsibility is to express an opinion on management’sassessment and an opinion on the effectiveness of the company’s internal control over financialreporting based on our audit.We conducted our audit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control over financial reportingwas maintained in all material respects. Our audit included obtaining an understanding ofinternal control over financial reporting, evaluating management’s assessment, testing andevaluating the design and operating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany’s internal control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorizations of management and directors of the company;and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent ordetect misstatements. Also, projections of any evaluation of effectiveness to future periods aresubject to the risk that controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.In our opinion, management’s assessment that Stantec Inc. maintained effective internal controlover financial reporting as of December 31, 2006, is fairly stated, in all material respects,based on the COSO criteria. Also, in our opinion, Stantec Inc. maintained, in all materialrespects, effective internal control over financial reporting as of December 31, 2006, based onthe COSO criteria.We also have audited, in accordance with Canadian generally accepted auditing standards and thestandards of the Public Company Accounting Oversight Board (United States), the consolidatedbalance sheets of Stantec Inc. as at December 31, 2006 and 2005 and the consolidated statements ofincome and retained earnings and cash flows for each of the years in the three-year period endedDecember 31, 2006 and our report dated February 21, 2007 expressed an unqualified opinion thereon.