AGENCY AGREEMENT

THIS AGREEMENT is made in London as of January 17, 2007, BY

WHEREAS pursuant to the Terms Agreement dated January 10, 2007 (the “ Underwriting Agreement ”) between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its C$400,000,000 4.625% Notes due January 17, 2017 (the “ Notes ”);

WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar and Principal Paying Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto; and

WHEREAS the Issuer wishes to deposit the global notes representing the Notes with The Canadian Depository for Securities Limited (“ CDS ”) or a nominee therefore.

IT IS HEREBY AGREED as follows:

The following terms shall, unless the context otherwise requires, have the respective meanings indicated below:

“Agent(s)” means any of the Fiscal Agent, the Registrar, the Calculation Agent and the Principal Paying Agent.

“Conditions” means the terms and conditions of the Notes, as contained in the Global Notes, in the Prospectus Supplement dated January 10, 2007 and the Indenture.

“Global Notes” means the Global Notes in the form of Schedule 1 attached hereto.

“Indenture” means the Indenture dated as of March 15, 1987, as amended and supplemented to date, between the Issuer and The Bank of New York (the “ Trustee ”).

Terms not defined herein shall have the same meanings as are assigned thereto in the Underwriting Agreement and the Conditions.

2.1   The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar and Principal Paying Agent in respect of the Notes and Global Notes.

2.2   Citibank, N.A. hereby accepts such appointments and the resulting obligations, and agrees to act in such capacities, on the terms and conditions set out in this Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to effect any publication of notices pursuant to the Conditions.

3.1   The Notes shall be represented by permanent Global Notes without interest coupons as specified in the Conditions. The Global Notes shall be substantially in the form attached hereto as Schedule 1, with such changes as may be agreed between the Issuer and the Trustee. The Conditions shall be attached to, or endorsed upon, each Global Note. In the event that individual definitive Notes are issued, the parties shall enter into a supplement to this Agreement to provide for the matters set forth herein with regard to such definitive Notes.

3.2   Each Global Note shall be signed manually by a duly authorized officer of the Issuer and dated the Issue Date. Each Global Note shall be authenticated manually by Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered to CDS.

4.1   The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the “ Redemption Account ”) on the Business Day such payment is due as set forth in the Notes and Conditions.

The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. If applicable, the Fiscal Agent will, from funds so received from the Issuer, credit to the account of the Paying Agent the amounts of all such payments made by it in accordance with the provisions of this Agreement.

The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made.

The Fiscal Agent, in coordination with CDS, shall procure tax forms required for exemption from withholding tax under the U.S. Internal Revenue Code.

4.2   If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall forthwith notify immediately the Issuer by telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding.

4.3   Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge in accordance with instructions from the registered holder of the Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Paying Agent to make payment as stated above.

4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer),

5.1   On behalf and at the request and expense of the Issuer, the Fiscal Agent shall cause to be published any notices required to be given by the Issuer in accordance with the Conditions.

5.2   The Issuer shall provide to the Fiscal Agent sufficient copies of all documents required by the Conditions to be available for issue or inspection, and the Fiscal Agent shall make such copies available to Noteholders upon their request.

5.3   To the extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior to publication) of all notices to be issued in connection with the Notes.

6.1   Subject to the terms of the Indenture, promptly upon the Issuer’s request, the Registrar shall take all measures necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated pursuant to the Conditions. The Registrar shall cause any such Notes to be cancelled in accordance with the procedures established