SUNCOR ENERGY INC (Form: S-8, Received: 01/27/2004 14:23:04)

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As filed with the Securities and Exchange Commission on January 27, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SUNCOR ENERGY INC.
(Exact name of registrant as specified in its charter)

Canada		93-0343201
(State or other jurisdiction of organization)		(I.R.S. Employer Identification No.)

112-4 ^th Avenue S.W.
Calgary, Alberta, Canada T2P 2V5
(Address of principal executive offices)

SUNCOR ENERGY INC.
EXECUTIVE STOCK PLAN
(Full title of the Plan)

CT Corporation System
111-8 ^th Avenue
New York, New York 10011
(Name and address of agent for service)

(212) 894-8700
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share ⁽²⁾	Proposed Maximum Aggregate Offering Price ⁽²⁾	Amount of Registration Fee


Common Shares	600,000	U.S.$26.30	U.S.$15,780,000	U.S.$1,276.60

(1): Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement covers, in addition to the number of Common Shares stated above, such additional Common Shares to be offered or issued to prevent dilution as a result of future stock dividends or stock splits. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Suncor Energy Inc. Executive Stock Plan.
(2): Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the Common Shares quoted on The New York Stock Exchange on January 23, 2004.

EXPLANATORY NOTE

As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the information contained in the earlier registration statement relating to the Suncor Energy Inc. Executive Stock Plan filed on May 3, 2002, Registration No. 333-87604.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. Plan Information*

ITEM 2. Registrant Information and Employee Plan Annual Information ^*

^*: Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the 'Note' to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

The following documents previously filed with the SEC by the Registrant are incorporated by reference in this Registration Statement:

(a): Annual Report on Form 40-F for the fiscal-year ended December 31, 2002, filed with the SEC on April 3, 2003;
(b): The Registrant's Current Reports on Form 6-K dated January 9, 2003, January 21, 2003, March 27, 2003, April 28, 2003, April 29, 2003, April 29, 2003, August 7, 2003, August 12, 2003, October 31, 2003 and December 3, 2003; and
(c): The Registrant's Registration Statement on Form 8-A (SEC File No. 1-12384) filed with the SEC on March 20, 1997.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be a part thereof from the date of filing such documents. In addition, reports on Form 6-K furnished by the Registrant to the SEC shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date such documents are furnished to the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. Exhibits

Exhibit Number		Description
4		Suncor Energy Inc. Executive Stock Plan
5		Opinion of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant, as to the legality of the Common Shares being registered.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant (included in Exhibit 5).
23.3		Consent of Gilbert Laustsen Jung Associates Ltd.
24		Powers of Attorney.

ITEM 9. Undertakings

The Registrant hereby undertakes:

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(1): To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2): That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3): To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Country of Canada, on this 23rd day of January, 2004.

		SUNCOR ENERGY INC.
		By:	/s/ TERRENCE J. HOPWOOD Name: Terrence J. Hopwood Title: Senior Vice-President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 23rd day of January, 2004:

Signature		Title
* Richard L. George		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ J. KENNETH ALLEY J. Kenneth Alley		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Mel Benson		Director
* Brian A. Canfield		Director
* Susan E. Crocker		Director

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Signature		Title
* Bryan P. Davies		Director
* Brian Felesky		Director
* John T. Ferguson		Director
* John R. Huff		Director
* Robert W. Korthals		Director
* M. Ann McCaig		Director
* Michael W. O'Brien		Director
* JR Shaw		Chairman of the Board of Directors

*By:

/s/ TERRENCE J. HOPWOOD

Terrence J. Hopwood
Attorney-in-Fact

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Suncor Energy Inc. in the United States, on this 23rd day of January, 2004.

		SUNCOR ENERGY (USA) INC.
		Authorized Representative in the United States
		By:	/s/ J. KENNETH ALLEY Name: J. Kenneth Alley Title: Vice President, Finance

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EXHIBIT INDEX

Exhibit Number		Description
4		Suncor Energy Inc. Executive Stock Plan.
5		Opinion of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant, as to the legality of the Common Shares being registered.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant (included in Exhibit 5).
23.3		Consent of Gilbert Laustsen Jung Associates Ltd.
24		Powers of Attorney.

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EXPLANATORY NOTE
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
AUTHORIZED REPRESENTATIVE
EXHIBIT INDEX

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EXHIBIT 4

SUNCOR ENERGY INC.

EXECUTIVE STOCK PLAN

Amended and Restated: January 26, 1995

(incorporating amendments dated January 25, 1996, April 23, 1996, January 24, 1997, April 17, 1997, April 22, 1998, April 19, 2000, January 26, 2001, November 21, 2001, April 26, 2002 and July 15, 2003)

TABLE OF CONTENTS

ARTICLE I — DEFINITIONS		1
ARTICLE II — GENERAL		3
2.1	Purpose	3
2.2	Administration	3
2.3	Interpretation	4
2.4	Selection for Participation	4
2.5	Types of Awards under the Plan	4
2.6	Shares Subject to the Plan	5
2.7	Award Agreements	5
2.8	Loans to Participants	6
2.9	Non-transferability	6
ARTICLE III — SHARE OPTIONS AND SHARE APPRECIATION RIGHTS		6
3.1	Award of Options and SARs	6
3.2	Exercise Term	6
3.3	Exercise Price	6
3.4	Payment of Exercise Price	6
3.5	Share Appreciation Rights	7
3.6	Payment of Cash on Exercise of SARs	7
3.7	Death or Entitlement to Disability Benefits of Participant	7
3.8	Retirement of Participant	7
3.9	Termination for Cause	8
3.10	Other Involuntary Termination of Employment	8
3.11	Voluntary Termination of Employment	8
3.12	Discretion to Permit Exercise	8
ARTICLE IV — LIMITED APPRECIATION RIGHTS		8
4.1	Award of LARs	8
4.2	Adjustment of LARs	8
ARTICLE V — OTHER SHARE-BASED AWARDS		9
5.1	Other Share-Based Awards under the Plan	9
5.2	Consideration for Other Share-Based Awards	9
5.3	Payment of Consideration	9
5.4	Maximum Number of Shares Issuable for Non-Cash Consideration	9
ARTICLE VI — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS		9
6.1	General	9
ARTICLE VII — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES		9
7.1	General	9
ARTICLE VIII — AWARDS TO OTHER EMPLOYEES		10
8.1	Awards to Other Employees	10
ARTICLE IX — REORGANIZATION OF THE COMPANY		10
9.1	General	10
9.2	Reorganization of Company's Capital	10
9.3	Other Events Affecting the Company	10
9.4	Immediate Exercise of Awards	11
9.5	Issue by Company of Additional Shares	11
ARTICLE X — MISCELLANEOUS PROVISIONS		11
10.1	Legal Requirement	11
10.2	Rights of Participant	11
10.3	Amendment or Discontinuance	11
10.4	Indemnification	12
10.5	Effective Dates	12

10.6	Application to Existing Awards	12
10.7	Governing Law	12
APPENDIX "A" — PERFORMANCE AWARDS		1
APPENDIX "B" — LIMITED APPRECIATION RIGHTS AWARDS		1
APPENDIX "C" — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS		1
APPENDIX "D" — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES		1

EXECUTIVE STOCK PLAN (Amended and Restated)

ARTICLE I — DEFINITIONS

When used herein, the following terms shall have the following meanings:

1.1: " Associated Company " — means any subsidiary of the Company.
1.2: " Award " — means an award granted or permitted to be granted under this Plan as contemplated by paragraph 2.5 of this Plan.
1.3: " Award Agreement " — means a signed written agreement evidencing the terms and conditions upon which an Award may be granted under this Plan, or a certificate issued by the Company, in such form as may be approved by the Board or Committee from time to time, which evidences the grant of an Award. (Amended by resolution of the Board of Directors, January 26, 2001).
1.4: " Board " — means the Board of Directors of the Company.
1.5: " Change of Control " — a transaction or series of transactions whereby any person or combination of persons beneficially owns, directly or indirectly, or exercises control or direction over, 35% or more of the outstanding voting securities of the Company or any person (a "Successor") formed by the merger, amalgamation, consolidation or statutory arrangement of the Company with or into any other person. For the purposes of this definition, "person" includes an individual, partnership, association, organization, government or governmental body, body corporate or other entity. (Amended by resolution of the Board of Directors, January 25, 1996).
1.6: " Change of Control Transaction " — means, for the purposes of determining a Participant's entitlement in respect of any outstanding Limited Appreciation Rights ("LARs"), a transaction in which there is a Change of Control on a basis which generally provides common shareholders of the Company with an opportunity to realize an equivalent amount per share in respect of a proportionate share of the holdings of Shares. In the event that there is any question as to whether a change of control transaction has occurred in any circumstances, the Board shall determine the matter and any such determination of the Board shall be final and conclusive for the purposes of the Plan. (Amended by resolution of the Board of Directors, January 25, 1996).
1.7: " Committee " — means a committee of the members of the Board.
1.8: " Company " — means Suncor Energy Inc.
1.9: " Director " — means an individual member of the Board.
1.10: " Director's Annual Retainer " — means the basic annual retainer fee payable to each Director who has not waived payment thereof in respect of his or her services as a member of the Board, as determined by the Company from time to time.
1.11: " Disability Benefits " — means benefits other than normal sick leave payments from payroll to which a Participant becomes entitled under a disability program of the Company or an Associated Company.
1.12: " Executives " — means executives and senior managers of the Company or its Associated Companies and includes, where applicable, the relevant Directors of the Company.

1.13: " Exercise Notice " — means a notice in writing signed by the Participant stating the Participant's intention to exercise a particular Option, SAR, LAR or other Award.
1.14: " Exercise Price " — means the price at which a Share of the Company may be purchased pursuant to the exercise of an Option or SAR.
1.15: " Exercise Term " — means the period of time during which Options, SARs, LARs or other Awards may be exercised.
1.16: " Limited Appreciation Right " or " LAR " — has the meaning attributed thereto by paragraph 4.1 and Appendix "B" to this Plan.
1.17: " Market Value " — means, where used in relation to a Share or an aggregate number of Shares on any relevant date the value represented by the simple average of the high and low prices at which Shares were traded in one or more board lots on The Toronto Stock Exchange on the day prior to the relevant date or, if the Shares were not so traded on that day, the value represented by the simple average of the high and low prices at which the Shares were traded in one or more board lots on The Toronto Stock Exchange on the first day prior to the relevant date on which Shares were so traded.
1.18: " Non-Employee Director " — means at any particular time, any Director at such time who is not a full time officer or employee of the Company or one of its Associated Companies.
1.19: " Option " — means an Award which may be granted to a Participant which allows the Participant to purchase Shares of the Company at a set price for a future period which does not exceed 10 years.
1.20: " Other Share-Based Awards " — has the meaning attributed thereto by paragraph 5.1.
1.21: " Participants " — means those executives and senior managers of the Company or one of its Associated Companies whose selection to participate in the Plan is approved by the Board, and the Chairman of the Board of the Company, regardless of whether he or she serves as such in an executive capacity or on a full- or part-time basis, and also includes, for purposes of Articles VI and VII and the related appendices only, the relevant Directors of the Company.
1.22: " Performance Account " — means a bookkeeping account maintained by the Company in the name of each Participant showing the number of Performance Units to which such a Participant may become entitled to in accordance with the Plan.
1.23: " Performance Period " — means the period of time during which a Participant's performance is measured against the performance targets set for such Participant.
1.24: " Performance Share " — means a fully paid and non-assessable common share in the capital stock of the Company which is issued to a Participant in accordance with the terms and conditions contained in Appendix "A" of this Plan.
1.25: " Performance Unit " — means the right of a Participant, pursuant to the terms and conditions of Appendix "A" of this Plan, to receive one Performance Share in the manner and subject to the restrictions set forth in this Plan.
1.26: " Plan " — means the Suncor Energy Inc. Executive Stock Plan (as amended and restated), including all appendices thereto.
1.27: " Retirement " — means a Participant's termination of employment on a date on which such employee would be eligible for an immediately payable benefit pursuant to the terms of the Suncor Pension Plan ("SPP"), assuming such employee is eligible to participate in the SPP.

1.28: " Settlement Day " — means the third Trading Day following the date of exercise in respect of any particular exercise of an Option. (Amended by resolution of the Board of Directors dated April 23, 1996).
1.29: " Shares " — means the common shares of the Company.
1.30: " Share Appreciation Right " or " SAR " — has the meaning attributed thereto by paragraph 3.5.
1.31: " Trading Day " — means a day on which The Toronto Stock Exchange is open for trading in securities. (Amended by resolution of the Board of Directors dated April 23, 1996).

ARTICLE II — GENERAL

2.1 Purpose

The principal purpose of this Plan is to provide Executives and other key employees of the Company and its Associated Companies with an opportunity to receive a variety of different forms of compensation awards. The Plan is designed to be flexible in order to provide recipients of Awards hereunder with incentives for continued improved performance thereby promoting the long term financial success of the Company and materially increasing shareholder value by: (i) attracting and retaining individuals of exceptional ability, (ii) strengthening the Company's capability to develop, maintain and direct a competent management team, (iii) motivating Executives and other key employees, by means of performance related incentives, to achieve long-range performance goals, (iv) providing incentive compensation opportunities competitive with those of other major oil and gas companies and (v) enabling individuals who receive Awards hereunder to participate in the long-term growth and financial success of the Company.

2.2 Administration

(a): The Plan shall be administered by the Board.
(b): Except for matters governed by Articles VI and VII of the Plan, and Appendices "C" and "D" relating thereto, in respect of which the Board shall have limited authority as provided therein, the Board shall have the sole and complete authority (i) to approve the selection of Participants, (ii) to make Awards in such forms and amounts as it shall determine, (iii) to impose such limitations, restrictions, and conditions upon such Awards as it shall deem appropriate, (iv) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan and (v) to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Board's determinations and actions within its authority under the Plan shall be conclusive and binding upon the Company and all other persons.
(c): To the extent permitted by law, the Board may from time to time delegate to a Committee or, where appropriate, to the Chief Executive Officer of the Company (the "CEO") all or any of the powers conferred on the Board under the Plan, with the authority of the Committee or CEO, as applicable, to further delegate such powers from time to time to the Senior Vice President, Human Resources and Communications of the Corporation (the "Designated Person"). In such event, the Committee, CEO or Designated Person shall exercise the delegated powers in the manner and on the terms authorized by the Board, and all references herein to the Board or to the Committee shall include the Board,

the Committee, the CEO or Designated Person, as applicable. Any decision made or action taken by the Board, the Committee, the CEO or Designated Person arising out of or in connection with the administration or interpretation of the Plan in this context shall be final and conclusive. (Amended by resolution of the Board of Directors dated January 30, 1998).

2.3 Interpretation

(a): Whenever the Board or, where permitted, the Committee the CEO or Designated Person is to exercise discretion in the administration of terms and conditions of this Plan, the term "discretion" shall mean the "sole and absolute discretion" of the Board, the Committee,the CEO or Designated Person, as the case may be.
(b): Whenever an Award may be granted pursuant to the terms and conditions of this Plan, or Appendix "A" or Appendix "B" hereto, the Committee, CEO or Designated Person may make recommendations for the Board's consideration with respect to the granting of such Awards. (Amended by resolution of the Board of Directors by resolution dated January 30, 1998).
(c): For the purposes of this Plan, a Participant shall be deemed to have ceased to be an employee of the Company, and the Participant's employment with the Company shall be deemed to be terminated (i), in the case of resignation, Retirement or termination of a Participant's employment by the Company, whether or not for cause and with or without reasonable or any notice, on the date the Participant or the Company, as applicable, delivers notice of resignation, Retirement or termination to the other, or such date thereafter, if any, as the Participant and Company agree in writing shall be the effective date of resignation, Retirement or termination, as applicable, for incentive plan purposes, and (ii) in the case of a Participant's death, on the date of the Participant's death.

2.4 Selection for Participation

Participants shall be selected from those Executives and other key employees who have the capacity to contribute to the success of the Company and its Associated Companies. In approving this selection, the Board or Committee shall consider such factors as it deems relevant subject to the provisions of this Plan.

2.5 Types of Awards under the Plan

Awards granted under this Plan may be in the form of any one or more of the following: (i) Options, (ii) Share Appreciation Rights (either in conjunction with Options or standing alone) ("SARs"), (iii) shares of the Company including, without limitation, common shares of the Company, (iv) Limited Appreciation Rights (in conjunction with Options) ("LARs"), as described in Appendix "B", and (v) other share-based awards not inconsistent with the terms of the Plan, including Performance Units and Performance Shares as described in Appendix "A".

2.6 Shares Subject to the Plan

(a): The Shares which may be the subject of Awards under this Plan shall be those Shares which the Board from time to time shall at its discretion have reserved and approved for issuance under the Plan. The aggregate number of Shares which may be issued under the Plan or reserved for issuance upon the exercise of Options, SARs or other Awards made under, or otherwise governed by, the Plan, inclusive of Shares issued under the Plan prior to its amendment and restatement as at January 26, 1995, shall not exceed 27,600,000 ¹ Shares. Of such total, the aggregate number of Shares which may be issued or reserved for issuance pursuant to the provisions of Appendices "C" and "D" of this Plan shall be 1,600,000 ² Shares. In addition, the aggregate number of Shares which may be reserved for issuance under the Plan and under any other employee stock option plans, options for services and employee stock purchase plans of the Company must not exceed 10% of the issued and outstanding Shares of the Company (on a non-diluted basis) and the aggregate number of Shares reserved for issuance under the Plan and any other employee stock option plans, options for services and employee stock purchase plans of the Company to any one person must not exceed 5% of the issued and outstanding Shares (on a non-diluted basis).
(b): Subject to stock exchange approval where required, the Board may, in its discretion, decide to award shares of another authorized class or series of shares of the Company that are convertible into Shares or make such other shares subject to purchase under an Option, in which event the maximum number of Shares into which such other shares may be converted shall be used in applying the aggregate share limit under this paragraph 2.6 and all provisions of the Plan relating to Shares shall apply with full force and effect with respect to such convertible shares. If, for any reason, any Shares awarded or subject to purchase by exercising Options under the Plan are not delivered or are reacquired by the Company, for reasons including, but not limited to, a forfeiture of Shares or termination, expiration or cancellation (with the consent of the Participant) of an Option, SAR or other Award, such Shares shall again become available for award under the Plan.

2.7 Award Agreements

All grants of Awards under this Plan referred to in paragraph 2.5 shall be evidenced by an Award Agreement. Such Award Agreement shall be subject to the applicable provisions of the Plan and shall contain such provisions as are required by this Plan and any other provisions which the Board, the Committee, CEO or Designated Person may direct. Any proper officer of the Company is authorized and empowered to execute on behalf of the Company and deliver any Award Agreement to the Participants from time to time designated by the Board. Award Agreements may be executed by original or facsimile signature. (Amended by resolution of the Board of Directors dated January 26, 2001).

1: As of January 26, 1995, the aggregate number of Shares issuable was 1,950,000. By resolution of the Board passed on January 24, 1997, ratified by the shareholders of the Company on April 17, 1997, an additional 1,500,000 Shares were reserved and approved for issuance under the Plan, increasing the historical aggregate number of Shares reserved and approved for issuance under the Plan to 3,450,000. Effective April 18, 1997, the Company amended its Articles to divide its issued and outstanding Common Shares on a two-for-one basis (the 'First Stock Split'). As a result of the First Stock Split, the historical aggregate number of Shares reserved under the Plan was doubled from 3,450,000 to 6,900,000. Effective April 19, 2000, the Company amended its Articles to divide its issued and outstanding Common Shares on a two-for-one basis (the 'Second Stock Split'). As a result of the Second Stock Split, the historical aggregate number of Shares reserved under the Plan was doubled from 6,900,000 to 13,800,000. Effective April 26, 2002, the Company amended its Articles to divide its issued and outstanding Common Shares on a two-for-one basis (the 'Third Stock Split'). As a result of the Third Stock Split, the historical aggregate number of Shares reserved under the Plan was doubled from 13,800,000 to 27,600,000.
2: Adjusted to reflect the Third Stock Split.

2.8 Loans to Participants

The Board in its discretion may provide Participants with low interest or interest free loans to finance the purchase of Shares pursuant to Awards made under the Plan.

2.9 Non-transferability

Subject to paragraph 3.7 relating to Options and SARs, the provisions of Appendix "B" to this Plan relating to LARs, and the provisions of Appendix "C" to this Plan relating to Options and LARs, any Options, SARs, LARs or other Awards granted under the Plan may only be exercised during the lifetime of the Participant by such Participant personally and no assignment or transfer of Options, SARs, LARs or other Awards, whether voluntary, involuntary, by operation of law or otherwise, shall vest any interest or right in such Options, SARs, LARs, or other Awards whatsoever in any assignee or transferee, but immediately upon any assignment or transfer, or any attempt to make the same, such Options, SARs, LARs, or other Awards shall terminate and be of no further effect.

ARTICLE III — SHARE OPTIONS AND SHARE APPRECIATION RIGHTS

3.1 Award of Options and SARs

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, award Options or SARs (either in conjunction with Options or standing alone) to any Participant.

3.2 Exercise Term

(a): The maximum term during which Options and SARs may be exercised shall be determined by the Board, but in no event shall the Exercise Term of an Option or SAR exceed ten (10) years from the date of its grant.
(b): Subject to paragraph 3.2(a), the provisions of this Plan and any Award Agreement, Options and SARs may be exercised by means of giving an Exercise Notice addressed to the Company. Where Options or SARs are exercised, they shall be deemed to have been exercised on the date that the Exercise Notice in respect of such Options or SARs is received by the Treasurer or Secretary respectively, of the Company at the Company's head office. (Clause amended by resolution of the Board of Directors dated April 23, 1996).

3.3 Exercise Price

The Exercise Price of any Option to purchase Shares must not be less than the Market Value of a Share determined on the date of the granting of the Option.

3.4 Payment of Exercise Price

The Exercise Price shall be fully paid in cash on or before the Settlement Day. No shares shall be issued or transferred until full cash payment has been received therefor. As soon as practicable after receipt of any Exercise Notice and full payment, the Company shall deliver to the eligible Participant, a certificate or certificates representing the acquired Shares. (Clause amended by resolution of the Board of Directors dated April 23, 1996).

3.5 Share Appreciation Rights

The Board may grant SARs either alone or in conjunction with the granting of an Option. Where SARs are granted on a stand alone basis, the SARs shall, subject to paragraph 3.6, entitle the Participant to receive, upon the exercise of the SARs, Shares having an aggregate Market Value equal to the number of SARs exercised, multiplied by the excess of the Market Value of a Share determined on the date of exercise of the SARs over the Market Value of a Share determined on the date of grant of the SARs. Where SARs are granted in conjunction with Options, the SARs shall entitle, subject to paragraph 3.6, the Participant to receive, upon the exercise of the SARs, Shares having an aggregate Market Value equal to the number of SARs exercised, multiplied by the excess of the Market Value of a Share determined on the date of exercise of the SARs over the Exercise Price of the related Options. At the time of the grant of any SAR to a Participant in conjunction with an Option, the Board shall in its discretion determine whether the exercise or expiry of such SAR or Option shall result in the cancellation of the related Option or SAR, as the case may be.

3.6 Payment of Cash on Exercise of SARs

At the time of the grant of any SAR to a Participant in accordance with paragraph 3.5, the Board may, in its discretion, provide that, upon the exercise of such SAR, either of the following shall be applicable:

(i): the Participant shall only be entitled to receive a cash payment from the Company; or
(ii): the Participant may, by indicating in the Exercise Notice filed by the Participant at the time of exercise, elect to receive a cash payment from the Company in lieu of any Shares which such Participant would be otherwise entitled to receive upon exercise of such SARs;

and in each case the cash payment shall be equal to the aggregate Market Value of the Shares which such Participant would otherwise have been entitled to receive in accordance with paragraph 3.5, upon the exercise of the SAR if the SAR had been exercised for Shares. The payment of cash to a Participant on the exercise of SARs pursuant to this paragraph shall be net of any applicable withholding taxes.

3.7 Death or Entitlement to Disability Benefits of Participant

If a Participant dies or becomes entitled to Disability Benefits while an employee of, or during Retirement from, the Company or any Associated Company but prior to the expiration of the Option or SAR, the executor or administrator of the Participant's estate or the disabled Participant shall have the right to exercise the Option or SAR to the extent that the Option or SAR was exercisable at the date of such death or entitlement to Disability Benefits and the right to exercise the Option or SAR shall terminate upon the earlier of: (a) the expiration of twelve (12) months from the date of the Participant's death or entitlement to Disability Benefits; or (b) the expiration of the Exercise Term of the particular Option or SAR. Any Options or SARs held by the Participant which were not exercisable at the date of death or entitlement to Disability Benefits shall immediately terminate.

3.8 Retirement of Participant

If a Participant's employment with the Company or any Associated Company is terminated by reason of Retirement, all Options or SARs held by the Participant shall become exercisable on the effective date of Retirement. The right to exercise any such Options or SARs held by the Participant shall terminate upon the earlier of: (i) a period of thirty-six (36) months from the effective date of Retirement and (ii) the expiration of the Exercise Term of the particular Option or SAR.

3.9 Termination for Cause

Where a Participant's employment with the Company or any Associated Company is terminated for cause, any Options or SARs held by the Participant which are exercisable at the date of such termination for cause shall continue to be exercisable by the Participant until the earlier of: (i) six (6) months from the date of such termination for cause; and (ii) the expiration of the Exercise Term of the particular Option or SAR. Any Options or SARs held by the Participant which are not exercisable at the date of such termination of employment shall immediately terminate.

3.10 Other Involuntary Termination of Employment

Where a Participant's employment with the Company or any Associated Company is terminated by the Company or any Associated Company for any reason other than cause, any Options or SARs held by the Participant which are exercisable at the date of such involuntary termination of employment shall continue to be exercisable by the Participant until the earlier of: (i) six (6) months from the date of such involuntary termination; and (ii) the expiration of the Exercise Term of the particular Option or SAR. Any Options or SAR's held by the Participant which are not exercisable at the date of such termination of employment shall immediately terminate.

3.11 Voluntary Termination of Employment

Where a Participant voluntarily resigns his or her employment with the Company or any Associated Company, other than by means of Retirement, any Options or SARs held by the Participant which are exercisable at the date of such voluntary termination of employment shall continue to be exercisable by the Participant until the earlier of: (i) six (6) months from the date of such voluntary termination; and (ii) the expiration of the Exercise Term of the particular Option or SAR. Any Options or SARs held by the Participant which are not exercisable at the date of such termination of employment shall immediately terminate.

3.12 Discretion to Permit Exercise

Notwithstanding the provisions in paragraphs 3.7 to 3.11 inclusive, the Board may, in its discretion, at any time prior to or following the events contemplated in such paragraphs, permit the exercise of any or all Options or SARs held by the Participant in the manner and on the terms authorized by the Board. However, in no case shall the Board authorize the exercise of an Option or SAR pursuant to this paragraph beyond the expiration of the Exercise Term of the particular Option or SAR.

ARTICLE IV — LIMITED APPRECIATION RIGHTS

4.1 Award of LARs

Subject to the provisions of this Plan, including, without limitation, Appendix "B" hereto and such other terms and conditions as the Board may prescribe, the Board may award LARs to any Participant. The specific terms and conditions governing awards of LARs are set forth in Appendix "B" to this Plan.

4.2 Adjustment of LARs

After giving effect to the Third Stock Split referred to in subparagraph 2.6(a), the number of issued and outstanding LARs was adjusted by resolution of the Board passed on January 25, 2002 by doubling the amount of LARs so issued and outstanding under each Award Agreement in respect of such LARs, such that after giving effect to such adjustment and corresponding adjustment to the number of Related Options, each Related Option continues to be associated with one LAR.

ARTICLE V — OTHER SHARE-BASED AWARDS

5.1 Other Share-Based Awards under the Plan

Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may Award to any Participant other share-based awards, including, without limitation, bonus Shares, Performance Units and Performance Shares as described in Appendix "A" and such other awards involving the issuance or possible issuance of Shares as the Board may consider appropriate from time to time (collectively the "Other Share-Based Awards").

5.2 Consideration for Other Share-Based Awards

Subject to Appendix "A" and the provisions of the Plan, the Board may determine the consideration which shall be paid or given for Shares acquired pursuant to the Other Share-Based Awards. Such consideration may consist entirely of previous services given to the Company or its Associated Companies by the Participant.

5.3 Payment of Consideration

Subject to the provisions of this Plan, the consideration for any other Share-Based Awards granted pursuant to the Plan shall be fully paid in cash or past services by the Participant at the time of the grant. No Shares shall be issued or transferred until full cash or past service payment has been received therefor. As soon as practicable, after the receipt of any full payment, the Company shall deliver to the Participant, a certificate or certificates representing the acquired Shares.

5.4 Maximum Number of Shares Issuable for Non-Cash Consideration

The aggregate number of Shares which may be issued solely for non-cash consideration (such as past services) under this Article V shall not exceed 6,000,000 Shares, after giving effect to the Third Stock Split (See note 1).

ARTICLE VI — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS

6.1 General

Subject to the provisions of this Plan, including, without limitation, Appendix "C" hereto, all Non-Employee Directors shall receive Options and LARs on the basis set forth in Appendix "C" to this Plan.

ARTICLE VII — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES

7.1 General

Subject to the provisions of this Plan, including without limitation, Appendix "D" hereto, Directors of the Company shall be issued Shares in lieu of cash on account of a specified percentage of the Director's Annual Retainer on the basis set forth in Appendix "D" to this Plan.

ARTICLE VIII — AWARDS TO OTHER EMPLOYEES

8.1 Awards to Other Employees

Notwithstanding the provisions of this Plan or the Appendices hereto, the Board may, in its discretion, grant Options and Other Share Based Awards provided for in this Plan from time to time to employees of the Company or an Associated Company who are not otherwise Participants in the Plan, all on such terms and conditions as the Board may prescribe at the time of such Award.

ARTICLE IX — REORGANIZATION OF THE COMPANY

9.1 General

The existence of any Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or any other change in the Company's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of similar character or otherwise.

9.2 Reorganization of Company's Capital

Should the Company effect a subdivision ³ or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend which is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company which, in the opinion of the Board, would warrant the replacement of any existing Awards in order to adjust (i) the number of Shares which may be acquired on the exercise of any outstanding Awards, (ii) the Exercise Price of any outstanding Awards, or (iii) the number of SARs and/or LARs held by Participants, in order to preserve proportionately the rights and obligations of Participants, the Board shall authorize such steps to be taken as may be equitable and appropriate to that end. Notwithstanding anything hereinabove, a decision of the Board in respect of any and all matters falling within the scope of this paragraph or paragraph 9.3 shall be final and without recourse on the part of any Participant and his or her heirs or legal representatives.

9.3 Other Events Affecting the Company

In the event of an amalgamation, combination, merger or other reorganization involving the Company, by exchange of Shares, by sale or lease of assets, or otherwise, which in the opinion of the Board warrants the replacement of any existing Awards in order to adjust (i) the number of Shares which may be acquired on the exercise of any outstanding Awards, (ii) the Exercise Price of any outstanding Awards, or (iii) the number of SARs and/or LARs held by Participants, in order to preserve proportionately the rights and obligations of Participants, the Board shall authorize such steps to be taken as may be equitable and appropriate to that end.

3: By resolution of the Board passed on January 25, 2002, the number of outstanding unexercised Options under the Plan doubled, the number of issued and outstanding LARs under the Plan doubled (such that each LAR continued to be associated with an Option to purchase one Share), and the exercise price of all outstanding unexercised Options was halved, as of the effective time of the Third Stock Split (see note 1).

9.4 Immediate Exercise of Awards

Where the Board determines that the steps provided for in paragraphs 9.2 and 9.3 would not preserve proportionately the rights and obligations of Participants in the circumstances or otherwise determines that it is appropriate, the Board may permit the immediate exercise of any outstanding Awards which are not otherwise exercisable. In addition, if a Change of Control should occur at any time, any Award that is not by its terms then exercisable shall be deemed to have become exercisable immediately prior to such Change of Control.

9.5 Issue by Company of Additional Shares

Except as expressly provided in this Article IX, the issue by the Company of shares of any class, or securities convertible into shares of any class, for money, services or property either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Shares or obligations of the Company convertible into such shares or securities, shall not affect, and no adjustment by reason thereof shall be made with respect to (i) the number of Shares which may be acquired on the exercise of any outstanding Awards, (ii) the Exercise Price of any outstanding Awards, or (iii) the number of SARs and/or LARs held by Participants.

ARTICLE X — MISCELLANEOUS PROVISIONS

10.1 Legal Requirement

The Company shall not be obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board exercising its discretion, such action would constitute a violation by a Participant or the Company of any provision of any applicable valid statutory or regulatory enactment of any government or government agency.

10.2 Rights of Participant

No Participant shall have any claim or right to be granted an Option, SAR, LAR or any other Award (including, without limitation, an Award in substitution for any Option, SAR, LAR or other Award that has expired pursuant to the terms of the Plan), and the granting of any Option, SAR, LAR or other Award shall not be construed as giving a Participant a right to remain in the employ of the Company. No Participant shall have any rights as a shareholder of the Company in respect of Shares issuable on the exercise of rights to acquire Shares under any Award until the allotment and issuance to the Participant of certificates representing such Shares.

10.3 Amendment or Discontinuance

Subject to receipt of any necessary regulatory or other approval, the Board may, at any time or from time to time, amend, suspend or terminate the Plan or any provisions thereof in such respects as it, in its discretion, may determine appropriate provided, however, that no amendment, suspension or termination of the Plan shall, without the consent of any Participant or the representatives of his or her estate, as applicable, alter or impair any rights or obligations arising from any Award previously granted to a Participant under the Plan.

10.4 Indemnification

Every Director shall at all times be indemnified and saved harmless by the Company from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, which such Director may sustain or incur by reason of any action, suit or proceeding, proceeded or threatened against the Director, otherwise than by the Company, for or in respect of any act done or omitted by the Director in respect of the Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgement rendered therein.

10.5 Effective Dates

This Plan, as amended and restated, shall become effective on January 26, 1995, subject to receipt of the approval of the shareholders of the Company in respect of the amendments reflected in paragraph 2.6(a), Articles IV, VI and VII, and Appendices "B", "C" and "D" of the Plan at the next meeting of shareholders of the Company; provided that the amendments reflected in paragraph 3.3 of this Plan shall not become effective until after the next meeting of shareholders of the Company and the provisions of Articles VI and VII and Appendices "C" and "D" of the Plan shall not become effective without further approval of the Board.

10.6 Application to Existing Awards

This Plan, in its amended and restated form, but excluding the amendments reflected in paragraph 3.3 of the Plan, shall govern all outstanding Options granted under the Suncor Energy Inc. Executive Stock Plan prior to its amendment and restatement as at January 26, 1995 and all outstanding LARs granted under the Suncor Energy Inc. Limited Appreciation Rights Plan For Non-U.S. Reporting Insiders or under the Suncor Energy Inc. Special Limited Appreciation Rights Plan For U.S. Reporting Insiders, and any Award Agreement relating to such Options or LARs is deemed, subject to any requisite consents or approvals, to be amended and restated to provide that of the Plan, such Options and LARs are governed by, and have terms consistent with the Plan in its amended and restated form, excluding the amendments reflected in paragraph 3.3.

10.7 Governing Law

This Plan is created under and shall be governed, construed and administered in accordance with the laws of the Province of Alberta and the laws of Canada as applicable therein.

APPENDIX "A" — PERFORMANCE AWARDS

1.

Award of Performance Units: The Board may, from time to time, subject to the terms and conditions of the Plan, award to any Participant any number of Performance Units.

2.

Establishment of Performance Accounts: At the time of award, the Board or Committee shall establish a Performance Account for each Participant. Performance Units awarded to a Participant shall be credited to the Participant's Performance Account. At no time shall fractional Performance Units be awarded to, or earned by, a Participant.

3.

Performance Period and Targets:

(a): The Performance Period for determination of entitlement to the Performance Units awarded to a Participant shall be of such duration as the Board shall establish at the time of award. There may be more than one award of Performance Units credited to a Participant at any one time, and Performance Periods may differ.
(b): At the time of each award of Performance Units, the Board shall establish optimal and minimum performance targets to be achieved by the Participant within the Performance Period. The factors to be considered in establishing such performance targets shall be determined by the Board using such measures of the performance of the Company over the Performance Period as the Board in its discretion shall approve.
(c): Attainment of the optimal performance target in respect of a Performance Period shall earn the Participant 100% of the awarded Performance Units. Failure to meet the minimum performance target will earn no Performance Units.
(d): Should the Participant exceed the optimal performance target, the Board may in its discretion determine that a Participant has earned in excess of 100% of the awarded Performance Units.
(e): If the Participant equals or exceeds the minimum performance target but does not achieve the optimal performance target then the Board in its discretion may determine that a Participant has earned such percentage of the awarded Performance Units as the Board sees fit in the circumstances.
(f): Any unearned Performance Units which remain in a Participant's Performance Account after the determinations in subparagraphs 3(d) and (e) shall be deleted from the Performance Account by the Company.

4.

Rights and Benefits During Performance Period:

(a): Under no circumstances shall Performance Units be considered Shares, nor shall Performance Units entitle any Participant to the exercise of voting rights, the receipt of dividends or the exercise of any other rights attaching to the ownership of Shares in the Company.
(b): In no event may the rights or interest of a Participant under the Plan be assigned, encumbered or transferred until such time as a Performance Share is issued in accordance with Paragraph 5 except to the extent that rights may pass to the Participant's estate upon the death of the Participant pursuant to the terms of this Plan.

5.

Forms of Payment:

(a): Payment in respect of Performance Units earned by a Participant pursuant to paragraph 3 shall be made in the form of Performance Shares issued to the Participant or to the Participant's order as soon as practicable thereafter.

(b): The number of Performance Shares to be issued shall be equal to the whole number of Performance Units which the Participant has earned in relation to his or her performance targets. Where, under subparagraphs 3(d) or (e), the determination of the number of Performance Units earned would result in the issue of a fractional Performance Share, the number of Performance Units earned shall be rounded down to the next whole number of Performance Units. No fractional Performance Shares shall be issued nor shall cash be paid at any time in lieu of any such fractional interest. Any earned fractional Performance Unit which, together with other earned fractional interests, form a whole Performance Unit, shall be issued as a whole Performance Share as part of the balance of the Performance Shares to be issued under this paragraph. Any earned fractional Performance Units remaining in a Participant's Performance Account shall be deleted by the Company after the issuance of Performance Shares pursuant to this paragraph.
(c): Performance Shares issued under the Plan shall be considered fully paid in consideration of past service that is no less in value than the fair equivalent of the money the Company would have received if the Shares had been issued for money.
(d): Any obligation of the Company to issue Performance Shares in accordance with the terms of this Plan is subject to compliance with the laws, rules, and regulations of all public agencies and authorities applicable to the issuance and distribution of such Shares and to the listing of such Shares on any stock exchange on which any of the Shares of the Company may be listed. Each Participant will agree, as a condition to becoming entitled to receive Performance Shares under this Plan, to comply with all such laws, rules and regulations and to furnish the Company with all information and undertakings as may be required to permit compliance with such laws, rules and regulations.

6.: Significant Events: If, during the course of the Performance Period, there shall occur a significant event or events as determined by the Board, including, but not limited to, a reorganization of the Company, which the Board expects will have or believes has had a substantial effect on the attainment of the performance targets during such period, the Board or Committee may revise such targets accordingly.
7.: Termination of Employment: In the event the Participant ceases to be an employee of the Company or an Associated Company before the end of any Performance Period, upon his or her death, Retirement or entitlement to Disability Benefits which occurs before the end of any Performance Period, the Board, taking into consideration the performance of such Participant and the performance of the Company over the Performance Period, may authorize payment of all or a portion of the Performance Award to such Participant (or such Participant's estate) which would have been paid to the Participant had such Participant continued as an employee to the end of the Performance Period and attained at least the minimum performance target. In the event a Participant ceases to be an employee of the Company or an Associated Company for any other reason including without limitation termination of employment by the Participant, or by the Company or Associated Company with or without just cause, all Performance Units awarded shall be forfeited as of the date of such termination of employment.
8.: Miscellaneous: The Board may adopt and apply rules that, in its opinion, will ensure that the Company and its Associated Companies will be able to comply with the applicable provisions of any federal, provincial or local law relating to the withholding of tax, including on the amount, if any, includable in the income of a Participant.

APPENDIX "B" — LIMITED APPRECIATION RIGHTS AWARDS

1.

Purpose: The purpose of the award of a Limited Appreciation Right ("LAR") is to provide Participants with incentive to maximize the value of the Shares during a period when the Company is subject to a Change of Control Transaction. In particular, the award of a LAR will provide designated Participants with the opportunity to realize the value inherent in their holdings of Options as a result of a Change in Control Transaction without having to exercise their Options.

2.

Granting of LARs:

(a): A LAR may be granted to Participants at any time and from time to time in the discretion of the Board.
(b): A LAR granted to a Participant shall confer upon such Participant a collateral right and entitlement in respect of each and every oustanding Option (a "Related Option") held by the Participant during the period from the date of grant of the LAR to the date upon which the LAR expires or is otherwise cancelled or terminated, regardless of whether the Related Option is granted before, concurrently with, or after the date of grant of the LAR. (Amended by resolution of the Board of Directors on November 21, 2001).

3.

Entitlement Upon Exercise of a LAR: A LAR represents the right of the holder thereof, exercisable upon completion of a Change of Control Transaction, to receive a cash payment from the Company upon surrender of the Related Option equal to the amount, if any, by which:

(a)

the greater of:

(i): the highest price per Share paid by a person acquiring Shares in the Change of Control Transaction, and
(ii): the highest "Daily Trading Price" of the Shares on The Toronto Stock Exchange during the 60 day period preceding the date of the Change of Control Transaction where "Daily Trading Price" means the average of the high and low board lot trading prices of the Shares on any particular day;

exceeds

(b): the Exercise Price of the Related Option.

4.: Manner of Exercise of LARs: Subject to the provisions hereof and any Award Agreement, a LAR attached to and forming part of any Related Option may be exercised by means of giving an Exercise Notice addressed to the Company specifying the Related Options in respect of which the LAR is exercised. The exercise of any LAR must be accompanied by the surrender of the Related Option which will thereupon be cancelled.
5.: Exercise Term; Expiry and Cancellation of LARs: Subject to paragraph 6 below, a LAR granted to a Participant pursuant to the terms of the Plan will be exercisable upon completion of a Change of Control Transaction, provided that the Related Option is, by its terms, then exercisable, and will expire and be cancelled upon the earlier of (i) the exercise of the Related Option by a Participant (ii) the expiry of the Exercise Term of the Related Option; (iii)the expiry date of the LAR as designated by the Board at the date of grant thereof; and (iv) the grant to the Participant of a new LAR on substantially the same terms as any existing LAR but with a later stated expiry date. (Amended by resolution of the Board of Directors on November 21, 2001).
6.: Other Events Affecting Exercise of LARs: All LARs granted to Participants pursuant to the terms of the Plan shall terminate and be of no further effect immediately upon the occurrence of any of the following events:

(a): the Death or entitlement to Disability Benefits of the Participant;
(b): the Retirement of the Participant;
(c): the termination of the Participant's employment with the Company, whether with or without cause and whether with or without any or reasonable notice;
(d): the voluntary termination of his/her employment with the Company by a Participant.

Notwithstanding the foregoing provisions of this paragraph, upon the occurrence of any of the foregoing events at a time when a LAR is exercisable due to the completion of a Change of Control Transaction, the LAR shall continue to be exercisable for six months following the effective date of the Change of Control Transaction or until such earlier date as they are cancelled pursuant to paragraph 5; and provided further that the Board, in its discretion, may permit the exercise of any or all LARs held by a Participant in the manner and on the terms authorized by the Board. (Amended by resolution of the Board of Directors on November 21, 2001).

APPENDIX "C" — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS

1.

Types of Awards: All Non-Employee Directors shall receive Awards of Options and LARs as provided for in this Appendix "C", commencing from the date that the provisions of this Appendix "C" become effective as provided in paragraph 10.5 of the Plan (the "Effective Date").

2.

Awards of Options: All Non-Employee Directors shall receive the following Awards of Options:

(a): Initial Grant of Options: Each Non-Employee Director who is a member of the Board as of the Effective Date and each Non-Employee Director who is subsequently appointed or elected to the Board for the first time shall be granted Options to purchase 4,000 Shares on the Effective Date or at the first regularly scheduled Board meeting following such election or appointment as the case may be (the "Initial Grant") (amended by resolution of the Board of Directors, July 15, 2003; and
(b): Annual Grants of Options: Following the Effective Date, on an annual basis, each Non-Employee Director who is elected at the annual meeting of shareholders of the Company shall be granted Options to purchase 4,000 ⁴ Shares at the first regularly scheduled Board meeting following such meeting of shareholders of the Company (the "Annual Grants") (amended by resolution of the Board of Directors, July 15, 2003).

3.

Exercise Price of Options: The Exercise Price of an Option granted to Non-Employee Directors pursuant to the Initial Grant and the Annual Grants shall not be less than the Market Value of the Shares determined on the date of granting of the Option.

4.

Exercise Term of Options: One-third of the Options granted to Non-Employee Directors pursuant to the Initial Grant and the Annual Grants shall be exercisable on each of the first, second and third anniversaries of the Grant and the Annual Grants, respectively, and shall expire ten (10) years from the date of grant (amended by resolution of the Board of Directors, July 15, 2003).

5.

Manner of Exercise of Options: Subject to the provisions hereof and any Award Agreement, Options may be exercised by means of giving an Exercise Notice addressed to the Company.

6.

Awards of LARs: All Non-Employee Directors shall receive the following Awards of LARs:

(a): Initial Grant of LARs — At the time of the Initial Grant specified in paragraph 2(a) above, each Non-Employee Director shall receive one LAR in respect of each Option granted pursuant to the Initial Grant; and
(b): Annual LARs Grants — At the time of each of the Annual Grants specified in paragraph 2(b) above, each Non-Employee Director shall receive one LAR for each Option received pursuant to such Annual Grants.

7.

Amendments: Subject to any applicable regulatory or other approval requirements, the Board may at any time amend any of the provisions of this Appendix "C", including, without limitation, the number of Options and/or LARs awarded to Non-Employee Directors pursuant to paragraphs 2(b) and/or 6(b) above, or may terminate the operation of such provisions, provided that, in no event shall the Board amend the provisions of this Appendix "C" that relate to Awards of Options and/or LARs to Non-Employee Directors more than once every six (6) months.

8.

Cessation of Directorship: In the event that a Non-Employee Director ceases to be a Director of the Company for any reason whatsoever, then all Options held by the Non-Employee Director shall continue to be exercisable until the earlier of: (i) thirty-six (36) months from the date on which the Non-Employee Director ceased to be a director of the Company and (ii) the expiration of the Exercise Term of the particular Option, but all LARs held by the Non-Employee Director shall terminate and be of no further effect immediately upon the occurrence of such event.

4: Adjusted to reflect the Third Stock Split (see note 1).

9.: Application of Plan: Except as otherwise specifically provided for, or where inconsistent with, the provisions of this Appendix "C", the applicable provisions of the Plan shall also apply to the Options and LARs granted to Non-Employee Directors hereunder.

APPENDIX "D" — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES

1.: Issuance of Shares on Account of Directors' Fees: Commencing in the year in respect of which the provisions of this Appendix "D" become effective as provided in paragraph 10.5 of the Plan and in each year thereafter, each Director of the Company shall receive Shares on account of a specified percentage (the "Specified Percentage") of the amount of the Director's Annual Retainer, if any, payable to such Director (the "Annual Share Payment"), such Specified Percentage to be determined by the Board at the time that it approves the effectiveness of Article VII and this Appendix "D" as provided in paragraph 10.5 of the Plan.
2.: Aggregate Number of Shares Issued in Respect of Annual Share Payment: The aggregate number of Shares issuable to Directors in respect of any Annual Share Payment shall be equal to the Specified Percentage of the amount of the Director's Annual Retainer, divided by the Market Value of a Share determined on the date of the initial issuance of Shares in respect of such Annual Share Payment.
3.: Fractional Shares: In no event shall fractional Shares be issued to Directors in respect of the Annual Share Payment. If it is determined in paragraph 2 above that the Annual Share Payment would result in the issuance of a fractional Share, the aggregate number of Shares issuable in respect of the Annual Share Payment shall be rounded down to the nearest whole number of Shares and a corresponding increase shall be made to the balance of the Director's Annual Retainer owing to such Director.
4.: Timing of Annual Share Payment: Directors shall receive Shares in respect of the Annual Share Payment, on a pro rata basis with the payment of the balance of the Director's Annual Retainer, at such time or times as such balance of the Director's Annual Retainer is payable.
5.: Amendments: Subject to any applicable regulatory or other approval requirements, the Board may at any time amend any of the provisions of this Appendix "D", including, without limitation, the Specified Percentage, or may terminate the operation of such provisions, provided that, in no event shall the Board amend the provisions of this Appendix "D" that relate to the Annual Share Payment more than once every six (6) months.

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EXHIBIT 4

SUNCOR ENERGY INC. EXECUTIVE STOCK PLAN
TABLE OF CONTENTS
ARTICLE I — DEFINITIONS
ARTICLE II — GENERAL
ARTICLE III — SHARE OPTIONS AND SHARE APPRECIATION RIGHTS
ARTICLE IV — LIMITED APPRECIATION RIGHTS
ARTICLE V — OTHER SHARE-BASED AWARDS
ARTICLE VI — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS
ARTICLE VII — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES
ARTICLE VIII — AWARDS TO OTHER EMPLOYEES
ARTICLE IX — REORGANIZATION OF THE COMPANY
ARTICLE X — MISCELLANEOUS PROVISIONS
APPENDIX "A" — PERFORMANCE AWARDS
APPENDIX "B" — LIMITED APPRECIATION RIGHTS AWARDS
APPENDIX "C" — NON-DISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS
APPENDIX "D" — ISSUANCE OF SHARES ON ACCOUNT OF DIRECTORS' FEES

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EXHIBIT 5

January 23, 2004

SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC
USA 20546

Dear Sir:

Re: Suncor Energy Inc. — Form S-8 Registration Statement

I am Vice President, Associate General Counsel and Corporate Secretary with Suncor Energy Inc. (the "Corporation"). This opinion is given in connection with the Corporation's Form S-8 to be filed with the United States Securities and Exchange Commission on or about January 27, 2004 (the "Registration Statement") relating to the issuance by the Corporation of up to 600,000 common shares ("Common Shares") of the Corporation, issuable in connection with options (the "Options") granted pursuant to the Suncor Energy Inc. Executive Stock Plan (the "ESP") in the manner set forth in the Registration Statement.

In giving this opinion, I have reviewed and examined such corporate proceedings and other documents, have considered such matters of law and made such inquiries of officers of the Corporation as I have considered appropriate and necessary in order to enable me to give the opinion expressed herein. As to certain matters of fact which have not been independently established, I have relied upon certificates of public officials. For the purposes of this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents reviewed, and the conformity to the originals of all documents reviewed and which are conformed, facsimile or photostat copies thereof.

Based upon the foregoing, I am of the opinion that:

1.: The Corporation has allotted and reserved the Common Shares to be issued and sold upon the exercise of the Options.
2.: Upon the exercise of the Options and receipt by Suncor of payment in full for the Common Shares, such Common Shares when sold as contemplated by the ESP will be duly and validly issued as fully paid and non-assessable.

The opinions expressed herein relate only to the laws of the Province of Alberta and the federal laws of Canada applicable therein. This opinion is effective as of the date hereof and you shall have the right to rely on this opinion only in connection with the registration of the Common Shares. No person other than the addressee hereof shall have the right to rely on this opinion for any purpose whatever without my prior written consent.

I hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the references to my name in this Registration Statement.

Yours truly,

SUNCOR ENERGY INC.
By:		/s/ JANICE B. ODEGAARD Janice B. Odegaard Vice President, Associate General Counsel and Corporate Secretary

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EXHIBIT 5

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EXHIBIT 23.1

PricewaterhouseCoopers LLP
Chartered Accountants
111 5th Avenue SW, Suite 3100
Calgary, Alberta
Canada T2P 5L3
Telephone +1 (403) 509 7500
Facsimile +1 (403) 781 1825

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement of Suncor Energy Inc. (the "Company") on Form S-8 dated January 23, 2004, of our report dated January 17, 2003 relating the consolidated balance sheets as at December 31, 2002 and 2001 and the consolidated statements of earnings, cash flows and changes in shareholders' equity for each of the years in the three year period ended December 31, 2002 of the Company included in the Annual Report of the Company on Form 40-F for the fiscal year ended December 31, 2002.

"PRICEWATERHOUSECOOPERS LLP"

Chartered Accountants
Calgary, Alberta
January 23, 2004

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers
International Limited, each of which is a separate and independent legal entity.

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EXHIBIT 23.1

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EXHIBIT 23.3

LETTER OF CONSENT

TO:		Suncor Energy Inc.
Re:		Suncor Energy Inc.

We refer to the following reports prepared by Gilbert Laustsen Jung Associates Ltd.:

•: the letter reports dated January 15, 2003, as to the synthetic crude oil reserves effective December 31, 2002 associated with the Corporation's oil sands operations located near Fort McMurray, Alberta;
•: the letter report dated January 24, 2003 as to the Firebag Project effective December 31, 2002;
•: the Reserve Determination and Evaluation of the Canadian Oil and Gas Properties of the Corporation's Natural Gas effective December 31, 2002, dated January 28, 2003; and
•: the Corporation's Natural Gas Constant Price Analysis effective December 31, 2002, dated January 22, 2003 (collectively, the "Reports").

We consent to the incorporation by reference in the Registration Statement of Suncor Energy Inc. (the "Company") on Form S-8 dated January 23, 2004, of our name, reference to and excerpts from the said reports by Suncor Energy Inc. relating to the reserves of the Company included in the Annual Report of the Company on Form 40-F for the fiscal year ended December 31, 2002.

		Yours very truly,
		GILBERT LAUSTSEN JUNG ASSOCIATES LTD.
		ORIGINALLY SIGNED BY
	Per:
	Name:	Dana B. Laustsen, P. Eng.
	Title:	Executive Vice-President
Calgary, Alberta Date: January 23, 2004

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EXHIBIT 23.3

LETTER OF CONSENT

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EXHIBIT 24

POWER OF ATTORNEY

The undersigned, a director of Suncor Energy Inc. (the "Company"), does hereby constitute and appoint each of Terrence J. Hopwood and Janice B. Odegaard, jointly and severally, as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities, to execute and deliver in his name and on his behalf:

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ RICHARD L. GEORGE
		Name:		Richard L. George

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ MEL BENSON
		Name:		Mel Benson

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ BRIAN A. CANFIELD
		Name:		Brian A. Canfield

EXHIBIT 24

POWER OF ATTORNEY

The undersigned, a director of Suncor Energy Inc. (the "Company"), does hereby constitute and appoint each of Terrence J. Hopwood and Janice B. Odegaard, jointly and severally, as her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to execute and deliver in his name and on her behalf:

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ SUSAN E. CROCKER
		Name:		Susan E. Crocker

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ BRYAN P. DAVIES
		Name:		Bryan P. Davies

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ BRIAN FELESKY
		Name:		Brian Felesky

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ JOHN T. FERGUSON
		Name:		John T. Ferguson

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ JOHN R. HUFF
		Name:		John R. Huff

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ ROBERT W. KORTHALS
		Name:		Robert W. Korthals

EXHIBIT 24

POWER OF ATTORNEY

The undersigned, a director of Suncor Energy Inc. (the "Company"), does hereby constitute and appoint each of Terrence J. Hopwood and Janice B. Odegaard, jointly and severally, as her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to execute and deliver in his name and on his behalf:

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ M. ANN MCCAIG
		Name:		M. Ann McCaig

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 15th day of July, 2003.

				/s/ MICHAEL O'BRIEN
		Name:		Michael O'Brien

EXHIBIT 24

POWER OF ATTORNEY

(i): a Registration Statement on Form S-8 (the "Executive Stock Plan Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "Commission") for the purpose of registering additional common shares of the Company (the "Securities") which may be issued pursuant to the Company's Executive Stock Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(ii): a Registration Statement on Form S-8 (the "SunShare Option Plan Registration Statement") to be filed with the Commission for the purpose of registering the Securities which may be issued pursuant to the Company's SunShare Option Plan, under the Securities Act of 1933, as amended (the "Securities Act");
(iii): any and all supplements and amendments (including, without limitation, any pre-effective and post-effective amendments) to the Executive Stock Plan Registration Statement or the SunShare Option Plan Registration Statement;
(iv): any and all other documents and instruments in connection with the issuance of the Securities, which such attorney-in-fact and agent deems necessary or advisable to enable the Company to comply with (i) the Securities Act and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America, (iii) any national securities exchange, and (iv) the securities laws of Canada and any other foreign jurisdiction;