Retirement Plan for Bargaining Employees of FCI Canada Inc. - June 13, 2008.

IN THE MATTER OF the Pension Benefits Act, R.S.O. 1990, c. P.8 (PBA)

AND IN THE MATTER OF a Proposal by the Superintendent of Financial Services to make an Order under section 78(1) of the PBA consenting to a payment out of the Retirement Plan for Bargaining Employees of FCI Canada Inc. (the Plan), Registration Number 0227967.

TO:

FCI Canada Inc.
825 Old Trail Road
Etters PA
USA 17319

Attention: Jill Steps
Vice President & Assistant Secretary

Applicant and Employer

TO:                

Fasken Martineau DuMoulin LLP
66 Wellington Street West
Suite 4200, Toronto Dominion Bank Tower
Box 20, Toronto-Dominion Centre
Toronto ON M5K 1N6

Attention: Peggy A. McCallum

CONSENT

On or about April 18, 2008 the Superintendent of Financial Services caused to be served on FCI Canada inc. a Notice of Proposal dated April 18, 2008 to consent, pursuant to section 78(1) of the PBA, to payment out of the Retirement Plan for Bargaining Employees of FCI

Canada Inc., Registration No. 0227967, to FCI Canada Inc. in the amount of $370,800 as at December 31, 2006, adjusted for expenses and investment earnings thereon to the actual date of payment

No Notice requiring a hearing was delivered to the Financial Services Tribunal by the Applicant or any other party within the time prescribed by section 89(6) of the PBA.

THE SUPERINTENDENT OF FINANCIAL SERVICES THEREFORE CONSENTS to the payment out of the Retirement Plan for Bargaining Employees of FCI Canada Inc., Registration Number 0227967, to FCI Canada Inc. in the amount of $370,800 as at December 31, 2006, adjusted for expenses and investment earnings thereon to the actual date of payment.

THIS CONSENT IS EFFECTIVE ONLY AFTER the Applicant satisfies me that all benefits, benefit enhancements (including benefits and benefit enhancements pursuant to the Surplus Distribution Agreement) and any other payments to which the members have been paid, purchase, or otherwise provided for.

DATED at Toronto, Ontario, this 13th day of June, 2008.

_____________________________________

Tom Golfetto
Director, Pension Plans Branch
by Delegated Authority from
the Superintendent of Financial Services

Copy: Diana Tom, Pension Plans Branch, FSCO