<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>2
<FILENAME>t17964exv4w3.txt
<DESCRIPTION>EX-4.3
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3



                                  STANTEC INC.










                           EMPLOYEE SHARE OPTION PLAN
















                                 March 30, 1994
                           (As Amended March 14, 1996)
                          (And as amended May 2, 2002)



<PAGE>





                                TABLE OF CONTENTS
<TABLE>
<S>                                                                           <C>
General Provisions
         Interpretation........................................................1
         Purpose...............................................................2
         Administration........................................................2
         Shares Reserved.......................................................2
         Limits with respect to Insiders.......................................3
         Non-Exclusivity.......................................................3
         Amendment and Termination.............................................4
         Compliance with Legislation...........................................4
         Effective Date........................................................4


Options
         Grants................................................................5
         Option Price..........................................................5
         Exercise of Options...................................................5

</TABLE>


<PAGE>






                                  STANTEC INC.

                           EMPLOYEE SHARE OPTION PLAN


1.     GENERAL PROVISIONS

1.1    INTERPRETATION

       For the purposes of this Plan, the following terms shall have the
       following meanings:

       (a)  "Board" means the Board of Directors of the Corporation;

       (b)  "Common Shares" means the Common Shares of the Corporation;

       (c)  "Corporation" means Stantec Inc.;

       (d)  "Consultant" means an individual (including an individual whose
            services are contracted through a personal holding corporation) with
            whom the Corporation or a Subsidiary has a contract for substantial
            services;

       (e)  "Eligible Person" means, subject to all applicable laws, any
            director of the Corporation, and any employee, officer or Consultant
            of the Corporation or any Subsidiary of the Corporation;

       (f)  "Insider" means:

            (i)  an insider as defined under Section 1(1) of the Securities Act
                 (Ontario), other than a person who falls within that definition
                 solely by virtue of being a director or senior officer of a
                 Subsidiary, and

            (ii) an associate as defined under Section 1(1) of the Securities
                 Act (Ontario) of any person who is an insider by virtue of (i)
                 above.

       (g)  "Option" means an option to purchase Common Shares granted to an
            Eligible Person pursuant to the terms of the Plan;

       (h)  "Participant" means Eligible Persons to whom Options have been
            granted;

       (i)  "Plan" means this Share Option Plan of the Corporation;

       (j)  "Share Compensation Arrangement" means any stock option, stock
            option plan, employee stock purchase plan or any other compensation
            or incentive mechanism involving the issuance or potential issuance
            of Common Shares, including a share purchase from treasury which is
            financially assisted by the Corporation by way of a loan, guarantee
            or otherwise;

       (k)  "Subsidiary" means Coordinate Surveys Ltd., Envirocorp Interior
            Design Group Inc. and any company that is a subsidiary of the
            Corporation as defined under section 1(4) of the Securities Act
            (Ontario); and


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                                     - 2 -

       (l)  "Termination Date" means the date on which a Participant ceases to
            be an Eligible Person.

       Words importing the singular number only shall include the plural and
       vice versa and words importing the masculine shall include the feminine.

       This Plan and all matters to which reference is made herein shall be
       governed by and interpreted in accordance with the laws of the Province
       of Ontario and the laws of Canada applicable therein.

1.2    PURPOSE

       The purpose of the Plan is to advance the interests of the Corporation by
       (i) providing Eligible Persons with additional incentive, (ii)
       encouraging stock ownership by such Eligible Persons, (iii) increasing
       the proprietary interest of Eligible Persons in the success of the
       Corporation, (iv) encouraging the Eligible Person to remain with the
       Corporation or its Subsidiaries, and (v) attracting new employees and
       officers.

1.3    ADMINISTRATION

       (a)  The Plan shall be administered by the Board or a committee of the
            Board duly appointed for this purpose by the Board and consisting of
            not less than 3 directors. If a committee is appointed for this
            purpose, all references to the Board will be deemed to be references
            to the Committee.

       (b)  Subject to the limitations of the Plan, the Board shall have the
            authority (i) to grant options to purchase Common Shares to Eligible
            Persons, (ii) to determine the terms, limitations, restrictions and
            conditions respecting such grants, (iii) to interpret the Plan and
            to adopt, amend and rescind such administrative guidelines and other
            rules and regulations relating to the Plan as it shall from time to
            time deem advisable, and (iv) to make all other determinations and
            to take all other actions in connection with the implementation and
            administration of the Plan including, without limitation, for the
            purpose of ensuring compliance with Section 1.8 hereof, as it may
            deem necessary or advisable. The Board's guidelines, rules,
            regulations, interpretations and determinations shall be conclusive
            and binding upon the Corporation and all other persons.

1.4    SHARES RESERVED

       (a)  The maximum number of Common Shares which may be reserved for
            issuance for all purposes under the Plan shall be equal to
            877,469(1). The maximum number of Common Shares which may be
            reserved for issuance to any one person under the Plan shall be 5%
            of the Common Shares outstanding at the time of the grant (on a
            non-diluted basis) less the aggregate number of Common Shares
            reserved for issuance to such person under any other option to
            purchase Common Shares from treasury granted as a compensation or
            incentive mechanism.



-------------------
(1)  On May 2, 2002 the Stantec Inc. shareholders reserved 877,469 Common Shares
     for issuance as options pursuant to the ESOP. At that time, 552,850 options
     in respect of shares were issued and outstanding. Due to the subdivision of
     shares on a 2-for-1 basis the number of Common Shares reserved for issuance
     is 1,754,938 pursuant to the ESOP and on May 2, 2002, 1,105,700 options in
     respect of shares were issued and outstanding.


<PAGE>

                                      - 3 -


            Any Common Shares subject to an Option which for any reason is
            cancelled or terminated without having been exercised, shall again
            be available for grants under the Plan. No fractional shares shall
            be issued, and the Board may determine the manner in which
            fractional share value shall be treated.

       (b)  If there is a change in the outstanding Common Shares by reason of
            any stock dividend or split, recapitalization, amalgamation,
            consolidation, combination or exchange of shares, or other corporate
            change, the Board shall make, subject to the prior approval of the
            relevant stock exchanges, appropriate substitution or adjustment in
            (i) the number or kind of shares or other securities reserved for
            issuance pursuant to the Plan, and (ii) the number and kind of
            shares subject to unexercised Options theretofore granted and in the
            option price of such shares; provided, however, that no substitution
            or adjustment shall obligate the Corporation to issue or sell
            fractional shares. If the Corporation is reorganized, amalgamated
            with another corporation, or consolidated, the Board shall make such
            provision for the protection of the rights of Participants as the
            Board in its discretion deems appropriate.

1.5    LIMITS WITH RESPECT TO INSIDERS

       (a)  The maximum number of Common Shares which may be reserved for
            issuance to Insiders under the Plan shall be 10% of the Common
            Shares outstanding at the time of the grant (on a non-diluted basis)
            less the aggregate number of Common Shares reserved for issuance to
            Insiders under any other Share Compensation Arrangement.

       (b)  The maximum number of Common Shares which may be issued to Insiders
            under the Plan within a one year period shall be 10% of the Common
            Shares outstanding at the time of the issuance (on a non-diluted
            basis), excluding Common Shares issued under the Plan or any other
            Share Compensation Arrangement over the preceding one year period.
            The maximum number of Common Shares which may be issued to any one
            Insider under the Plan within a one year period shall be 5% of the
            Common Shares outstanding at the time of the issuance (on a
            non-diluted basis), excluding Common Shares issued to such Insider
            under the Plan or any other Share Compensation Arrangement over the
            preceding one year period.

       (c)  Any entitlement to acquire Common Shares granted pursuant to the
            Plan or any other Share Compensation Arrangement prior to the
            grantee becoming an Insider shall be excluded for the purposes of
            the limits set out in (a) and (b) above.

1.6    NON-EXCLUSIVITY

       Nothing contained herein shall prevent the Board from adopting other or
       additional compensation arrangements, subject to any required approval.


<PAGE>


                                     - 4 -


1.7    AMENDMENT AND TERMINATION

       (a)  The Board may amend, suspend or terminate the Plan or any portion
            thereof at any time in accordance with applicable legislation, and
            subject to any required approval. No such amendment, suspension or
            termination shall alter or impair any Options or any rights pursuant
            thereto granted previously to any Participant without the consent of
            such Participant. If the Plan is terminated, the provisions of the
            Plan and any administrative guidelines, and other rules and
            regulations adopted by the Board and in force at the time of the
            Plan shall continue in effect during such time as an Option or any
            rights pursuant thereto remain outstanding.

       (b)  With the consent of the affected Participants, the Board may amend
            or modify any outstanding Option in any manner to the extent that
            the Board would have had the authority to initially grant such award
            as so modified or amended, including without limitation, to change
            the date or dates as of which an Option becomes exercisable, subject
            to the prior approval of the relevant stock exchanges.

1.8    COMPLIANCE WITH LEGISLATION

       The Plan, the grant and exercise of Options hereunder and the
       Corporation's obligation to sell and deliver Common Shares upon exercise
       of Options shall be subject to all applicable federal, provincial and
       foreign laws, rules and regulations, the rules and regulations of any
       stock exchange on which the Common Shares are listed for trading and to
       such approvals by any regulatory or governmental agency as may, in the
       opinion of counsel to the Corporation, be required. The Corporation shall
       not be obligated by any provision of the Plan or the grant of any Option
       hereunder to issue or sell Common Shares in violation of such laws, rules
       and regulations or any condition of such approvals. No Option shall be
       granted and no Common Shares issued or sold hereunder where such grant,
       issue or sale would require registration of the Plan or of Common Shares
       under the securities laws of any foreign jurisdiction and any purported
       grant of any Option or issue or sale of Common Shares hereunder in
       violation of this provisions shall be void. In addition, the Corporation
       shall have no obligation to issue any Common Shares pursuant to the Plan
       unless such Common Shares shall have been duly listed, upon official
       notice of issuance, with all stock exchanges on which the Common Shares
       are listed for trading. Common Shares issued and sold to Participants
       pursuant to the exercise of Options may be subject to limitations on sale
       or resale under applicable securities laws.

1.9    EFFECTIVE DATE

       The Plan shall be effective on the date of the closing of an initial
       public offering of the Common Shares provided, however, that if all
       necessary approvals are not obtained by the Corporation prior to such
       date, the Plan and all Options and all grants hereunder shall be null and
       void and shall be of no effect.


<PAGE>


                                     - 5 -


2.     OPTIONS

2.1    GRANTS

       Subject to the provisions of the Plan, the Board shall have the authority
       to determine the limitations, restrictions and conditions, if any, in
       addition to those set forth in Section 2.3 hereof, applicable to the
       exercise of an Option, including, without limitation, the nature and
       duration of the restrictions, if any, to be imposed upon the sale or
       other disposition of Common Shares acquired upon exercise of the Option,
       and the nature of the events, if any, and the duration of the period in
       which any Participant's rights in respect of Common Shares acquired upon
       exercise of an Option may be forfeited. An Eligible Person may receive
       Options on more than one occasion under the Plan and may receive separate
       Options on any one occasion.

2.2    OPTION PRICE

       The Board shall establish the option price at the time each Option is
       granted, which shall in all cases be not less than:

       (i)  the closing price of the Common Shares on The Toronto Stock Exchange
            on the trading day immediately preceding the date of the grant; or

       (ii) such lesser amount permissible from time to time under applicable
            legislation or the rules and regulations of the stock exchanges on
            which the Common Shares are listed for trading.

       The option price shall be subject to adjustment in accordance with the
       provisions of Section 1.4(b) hereof.

2.3    EXERCISE OF OPTIONS

       (a)  Options granted must be exercised no later than 10 years after the
            date of grant or such lesser period as the regulations made pursuant
            to the Plan may require.

       (b)  The Board may determine any Option will become exercisable and may
            determine that the Option shall be exercisable in instalments.

       (c)  Options shall not be transferable by the Participant otherwise than
            by will or the laws of descent and distribution, and shall be
            exercisable during the lifetime of a Participant only by the
            Participant and after death only by the Participant's legal
            representative.

       (d)  Except as otherwise determined by the Board:

            (i)  if a Participant ceases to be an Eligible Person for any reason
                 whatsoever other than death, each Option held by the
                 Participant will cease to be exercisable 30 days after the
                 Termination Date. If any portion of an Option is not vested by
                 the Termination Date, that portion of the Option may not under
                 any circumstances be exercised by the Participant. Without
                 limitation, and for greater certainty only, this provision will
                 apply regardless of whether the Participant was dismissed


<PAGE>

                                     - 6 -


                 with or without cause and regardless of whether the Participant
                 received compensation in respect of dismissal or was entitled
                 to a period of notice of termination which would otherwise have
                 permitted a greater portion of the Option to vest with the
                 Participant;

            (ii) if a Participant dies the legal representative of the
                 Participant may exercise the Participant's Options within six
                 months after the date of the Participant's death, but only to
                 the extent the Options were by their terms exercisable on the
                 date of death.

       (e)  Each Option shall be confirmed by an option agreement executed by
            the Corporation and by the Participant.

       (f)  The exercise price of each Common Share purchased under an Option
            shall be paid in full in cash or by bank draft or certified cheque
            at the time of such exercise, and upon receipt of payment in full,
            but subject to the terms of the Plan, the number of Common Shares in
            respect of which the Option is exercised shall be duly issued as
            fully paid and non-assessable.



<PAGE>





                  REGULATIONS UNDER EMPLOYEE SHARE OPTION PLAN


1.     In these regulations, words defined in the Plan and not otherwise defined
       herein shall have the same meaning as set forth in the Plan.

2.     No Option shall be granted under the Plan unless recommended by the
       Board.

3.     Not less than 100 Common Shares may be purchased at any one time upon
       exercise of a Participant's Option unless the remainder of Common Shares
       subject to such Option totals less than 100.

4.     In the event that the legal representatives of a Participant who has died
       exercises the Participant's Option in accordance with the terms of the
       Plan, the Corporation shall have no obligation to issue the Common Shares
       until evidence satisfactory to the Corporation has been provided by such
       legal representatives that such legal representatives are entitled to
       purchase the Common Shares under the Plan.

5.     Share certificates representing the number of Common Shares in respect
       for which the Option has been granted shall be issued in the name of the
       Participant, his legal representatives or as he or they may direct, upon
       payment in full of the purchase price therefor.

6.     Share certificates representing Common Shares issued and sold upon
       exercise of an Option will be held for safekeeping unless the Participant
       directs the Corporation otherwise at the time of payment for such Common
       Shares.

7.     Upon request the Corporation shall provide to a Participant without
       charge a copy of the Corporation's most recent annual information form,
       management information circular, annual consolidated financial statements
       and management's discussion and analysis of operating results and
       financial condition, as well as any interim financial statements and
       material change reports issued by the Corporation during the then current
       fiscal year. Requests for such documents shall be directed to the office
       of the Vice-President, Finance and Administration, of the Corporation.


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