EXHIBIT (f)


                                                               CONFORMED COPY

                               PROVINCE OF ONTARIO

     SECOND  SUPPLEMENTAL  AGREEMENT dated as of February 18, 2003 to the Fiscal
Agency  Agreement  (as herein  defined),  between the  Province of Ontario  (the
"Province")  and The Bank of New York, a trust  company  organized  and existing
under the laws of the  State of New  York,  as  fiscal  agent,  transfer  agent,
registrar and principal paying agent (the "Fiscal Agent").

     1. Fiscal Agency Agreement.  The Province and the Fiscal Agent entered into
a fiscal agency  agreement  dated as of September  17, 2002 (the "Fiscal  Agency
Agreement")  in relation to a series of bonds  designated by the Province as its
3.50%  bonds due  September  17, 2007 (the  "Bonds")  of which  U.S.$500,000,000
initial  aggregate  principal  amount  was  issued  in the  form  of  one  fully
registered  permanent  Global Bond (as described in the Fiscal Agency  Agreement
and in this Agreement  referred to as the "Initial  Global Bond")  registered in
the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"),  and
held by the Fiscal Agent, as DTC's custodian.

     2. First Supplemental Agreement.  The Province and the Fiscal Agent entered
into a first  supplemental  agreement  dated as of October  28, 2002 (the "First
Supplemental  Agreement") in relation to  U.S.$250,000,000  aggregate  principal
amount of the Bonds, issued in the form of one fully registered permanent Global
Bond (the "First  Additional Global Bond") registered in the name of Cede & Co.,
as nominee of DTC, and held by the Fiscal Agent, as DTC's custodian.

     3.  Underwriting  Agreement.  The Province has entered into an underwriting
agreement dated as of February 10, 2003 (the "Underwriting Agreement") with each
of Merrill Lynch, Pierce Fenner & Smith Incorporated and RBC Dominion Securities
Corporation  (collectively,  the "Underwriters"),  for the issue and sale by the
Province of  U.S.$250,000,000  aggregate principal amount of additional Bonds as
contemplated in section 15 of the Fiscal Agency  Agreement and the provisions of
the  Initial  Global  Bond,  to be issued  in the form of one  fully  registered
permanent global  certificate  without coupons  registered in the name of Cede &
Co., as nominee of DTC and held by the Fiscal Agent as  custodian  for DTC (such
Global Bond is hereinafter referred to as the "Second Additional Global Bond").

     4. Definitions.  Terms and expressions  defined in the Initial Global Bond,
the First Additional  Global Bond, the Second Additional Global Bond, the Fiscal
Agency  Agreement  and the  First  Supplemental  Agreement  shall  have the same
meaning when used in this Second Supplemental Agreement unless otherwise defined
herein or unless the context otherwise requires.

     5.  Application  of the Fiscal  Agency  Agreement to the Second  Additional
Global Bond.

     (a) The provisions of the Fiscal Agency Agreement shall apply to the Second
Additional  Global Bond and any Bonds in  definitive  registered  form issued in
exchange  therefor in the exact same manner as they apply to the Initial  Global
Bond,  the First  Additional  Global Bond or any Bonds in definitive  registered
form issued in exchange therefor, respectively.

     (b) All  references  in the Fiscal  Agency  Agreement  to "Bonds"  shall be
deemed to include the Second  Additional Global Bond and any Bonds in definitive
registered form issued in exchange therefor.

     (c) All  references  in the Fiscal Agency  Agreement to the "Global  Bonds"
shall be deemed to include the Second Additional Global Bond.

     (d) This Second Supplemental  Agreement is a supplemental  agreement within
the meaning of the Fiscal Agency Agreement and the Fiscal Agency Agreement shall
be  read  together  with  the  First  Supplemental  Agreement  and  this  Second
Supplemental  Agreement  and shall have the exact same effect in the same manner
as if the  provisions of the Fiscal  Agency  Agreement,  the First  Supplemental
Agreement  and this Second  Supplemental  Agreement  were  contained in the same
instrument.

     (e) The  Province  and the  Fiscal  Agent  acknowledge  and agree  that the
Initial Global Bond,  the First  Additional  Global Bond, the Second  Additional
Global  Bond and any Bonds in  definitive  registered  form  issued in  exchange
therefor are consolidated and form a single series and have the same terms as to
status or otherwise.

     6. Governing Law and Counterparts. This Second Supplemental Agreement shall
be governed by, and interpreted in accordance  with, the laws of the Province of
Ontario and the laws of Canada applicable in Ontario.  This Second  Supplemental
Agreement may be executed in any number of counterparts,  including counterparts
by  facsimile,  each of which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.






     IN ALL OTHER  RESPECTS,  the Fiscal  Agency  Agreement  is confirmed by the
parties as supplemented by the terms of this Second Supplemental Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this agreement as of
the date first written above.

PROVINCE OF ONTARIO





By:    /s/ Gadi Mayman
     ---------------------------------------
     Name:    Gadi Mayman
     Title:   Executive Director
              Capital Markets Division
              Ontario Financing Authority


THE BANK OF NEW YORK





By:   /v/ Vanessa Mack
     ---------------------------------------
     Name:    Vanessa Mack
     Title:   Assistant Vice President









                                                                       EXHIBIT 1





Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company, a New York corporation (55 Water Street, New York, New
York) (the  "Depository"),  to the Province (as defined  below) or its agent for
registration of transfer,  exchange or payment,  and any  certificate  issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized  representative  of the Depository (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized  representative  of
the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,  Cede &
Co., has an interest herein.



REGISTERED
NO.  NR-A0003                                            CUSIP:  683234RY6
SERIES:  NR                                              ISIN:   US 683 234 RY69


                               PROVINCE OF ONTARIO
                        3.50% BOND DUE SEPTEMBER 17, 2007

     The  Province  of Ontario  (the  "Province"),  for value  received,  hereby
promises to pay to Cede & Co., or its registered  assigns,  the principal sum of
TWO  HUNDRED  FIFTY  MILLION  UNITED  STATES  DOLLARS   (U.S.$250,000,000)  (the
"Principal Amount") in lawful money of the United States of America on September
17, 2007 (the "Maturity  Date") (or on such earlier date as the Principal Amount
may become payable hereunder),  upon presentation and surrender of this Bond and
to pay interest thereon, together with Additional Amounts (as defined below), if
any, at the rate of 3.50% per annum from  September 17, 2002 until the principal
hereof is paid, in two equal semi-annual  instalments in arrears on the 17th day
of March and the 17th day of September in each year (each such date an "Interest
Payment Date"), commencing on March 17, 2003.

     This is a fully registered  Global Bond (the "Global Bond") in respect of a
duly authorized issue of debt securities of the Province designated as its 3.50%
Bonds due  September  17,  2007 (the  "Bonds").  This  Global Bond is limited in
aggregate principal amount to U.S.$250,000,000, and the Bonds, unless there is a
further issuance of Bonds pursuant to section 15 of the Fiscal Agency Agreement,
are limited in principal  aggregate  amount to  U.S.$1,000,000,000.  This Global
Bond and all the rights of the registered holder hereof are expressly subject to
a Fiscal Agency  Agreement  dated as of September  17, 2002 (the "Fiscal  Agency
Agreement",  which term includes any agreement  supplemental thereto,  including
the First  Supplemental  Agreement  dated as of October  28, 2002 and the Second
Supplemental  Agreement dated as of February 18, 2003), between the Province and
The Bank of New York, as fiscal agent,  transfer agent,  registrar and principal
paying  agent (the  "Registrar",  which term  includes  any  successor as fiscal
agent,  transfer  agent,  registrar and principal  paying agent) to which Fiscal
Agency  Agreement  reference  is hereby made for a statement  of the  respective
rights, duties and immunities of the Province,  the Registrar and holders of the
Bonds and the terms upon which the Bonds are, and are to be,  authenticated  and
delivered.  This Global Bond and the Fiscal Agency Agreement together constitute
a  contract,  all the terms and  conditions  of which the  registered  holder by
acceptance hereof assents to and is deemed to have notice of.  Capitalized terms
not defined herein shall have the meaning  assigned to them in the Fiscal Agency
Agreement. Further references herein to principal or interest shall be deemed to
also refer to any Additional Amounts which may be payable hereunder.

     This  Global  Bond  is  issued  under  the  authority  of an  Order  of the
Lieutenant  Governor  in Council of  Ontario,  made  pursuant  to the  Financial
Administration  Act  (Ontario),  as  amended.  This  Global  Bond  shall for all
purposes be governed  by, and  construed  in  accordance  with,  the laws of the
Province of Ontario and the laws of Canada applicable in Ontario.

     Payment of the principal of and interest on this Global Bond is a charge on
and payable out of the Consolidated Revenue Fund of Ontario. This Global Bond is
a direct  unsecured  obligation  of the  Province  and as among the other Bonds,
ranks pari passu and is payable without any preference or priority.  This Global
Bond ranks equally with all of the Province's other unsecured and unsubordinated
indebtedness and obligations from time to time outstanding.

     Interest on this  Global  Bond will  accrue  from the most recent  Interest
Payment Date to which  interest has been paid,  or, if no interest has been paid
or duly provided for, from  September 17, 2002,  until the principal  hereof has
been paid or duly made available for payment.  Any overdue principal or interest
on this Global Bond shall bear  interest at the rate of 3.50% per annum  (before
as well as after  judgment)  until paid, or if earlier,  when the full amount of
the monies  payable has been received by the Registrar and notice to that effect
has been given in accordance with the provisions set forth herein.  The interest
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will be paid to the person in whose name this  Global  Bond (or one or more
predecessor Global Bonds) is registered at the close of business on March 2nd or
September 2nd (whether or not a Business Day, as defined below), as the case may
be, next preceding such Interest  Payment Date (each such day a "Regular  Record
Date").  Any such interest not so  punctually  paid or duly provided for will be
paid to the person in whose name this  Global  Bond (or one or more  predecessor
Global Bonds) is  registered  at the close of business on a special  record date
for the payment of such defaulted interest to be fixed by the Registrar,  notice
whereof  shall be given to the  registered  holder hereof not less than ten (10)
days  prior to such  special  record  date,  or be paid at any time in any other
lawful  manner.  Interest  payments on this Global  Bond will  include  interest
accrued to but excluding the Interest Payment Dates. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.

     For the purposes only of  disclosure  required by the Interest Act (Canada)
and without  affecting  the interest  payable to the  registered  holder of this
Global  Bond,  the yearly rate of interest  which is  equivalent  to the rate of
interest  for any period of less than one year is the rate of interest  for such
period multiplied by a fraction,  the numerator of which is the actual number of
days in the 12-month  period  constituting  such year and commencing on the same
day as such  period and the  denominator  of which is the actual  number of days
elapsed in such 12-month period.

     In the event that the  Maturity  Date,  any  Interest  Payment  Date or any
Redemption Date (as defined in the Fiscal Agency Agreement) with respect to this
Global Bond shall be a day that is not a Business  Day,  the  registered  holder
hereof shall not be entitled to payment until the next  following  Business Day,
and no further  interest  shall be paid in respect of the delay in such payment,
unless such next following  Business Day falls in the next  succeeding  calendar
month,  in  which  case  the  related  payment  will be made on the  immediately
preceding Business Day as if made on the date such payment was due. For purposes
hereof,  "Business Day" means a day on which banking institutions in The City of
New York,  the City of London  and the City of  Toronto  are not  authorized  or
obligated by law or executive order to close.

     If Bonds in  definitive  registered  form are issued in  exchange  for this
Global  Bond,  payment  of the  principal  of  such  Bonds  will  be  made  upon
presentation  and  surrender  of  such  Bonds  at the  office  of the  Registrar
maintained  for that purpose in the Borough of Manhattan,  The City and State of
New York,  or at the office of any Paying  Agent  appointed  by the Province for
such purpose  pursuant to the Fiscal Agency  Agreement.  Payment of interest due
prior to or on the Maturity Date will be made by forwarding by post or otherwise
delivering a cheque, to the registered addresses of registered holders of Bonds,
or,  at  the  option  of  the  Province,  otherwise  transferring  funds  to the
registered  holders of the Bonds.  If the Maturity Date, the Redemption  Date or
any  Interest  Payment  Date is a Business  Day but is a day on which any Paying
Agent is closed at the applicable place of payment,  the registered  holder will
not be entitled to payment at such  location  until the next  succeeding  day on
which  banking  institutions  in such place of  payment  are not  authorized  or
obligated by law or executive  order to be closed and no further  interest shall
accrue in respect of the delay in such payment.

     Payment of the  principal of and interest on the Bonds will be made in such
coin or currency of the United States of America as, at the time of payment,  is
legal tender for payment of public and private debts.

     This Global Bond is not subject to any sinking  fund and is not  redeemable
at the option of the Province,  unless certain events occur  involving  Canadian
taxation as set forth  below,  and is not  repayable at the option of the holder
prior to the Maturity Date.

     All payments of, or in respect of, principal of and interest on this Global
Bond will be made without withholding of or deduction for, or on account of, any
present or future taxes,  duties,  assessments  or charges of whatsoever  nature
imposed or levied by or on behalf of the  Government of Canada,  or any province
or political  subdivision  thereof,  or any authority  thereof or agency therein
having  power to tax,  unless such  taxes,  duties,  assessments  or charges are
required  by  law or by  the  administration  or  interpretation  thereof  to be
withheld or  deducted.  In that  event,  the  Province  (subject to its right of
redemption  described  herein below) will pay to the  registered  holder of this
Global Bond such additional  amounts (the  "Additional  Amounts") as will result
(after  withholding  or  deduction  of the said taxes,  duties,  assessments  or
charges)  in the  payment to the  holders of Bonds of the  amounts  which  would
otherwise  have been  payable  in  respect  of the Bonds in the  absence of such
taxes,  duties,  assessments or charges,  except that no such Additional Amounts
shall be payable with respect to any Bond:

          (a) a  beneficial  owner of which is  subject to such  taxes,  duties,
     assessments  or  charges  in  respect  of such Bond by reason of such owner
     being  connected  with Canada  otherwise  than merely by the ownership as a
     non-resident of Canada of such Bond, but only to the extent of such owner's
     interest(s) therein; or

          (b) presented  for payment more than 15 days after the Relevant  Date,
     except to the extent that the holder  thereof  would have been  entitled to
     such Additional Amounts on the last day of such period of 15 days. For this
     purpose, the "Relevant Date" in relation to any Bond means whichever is the
     later of:

     (i)  the date on which the payment in respect of such Bond  becomes due and
          payable; or

     (ii) if the full  amount of the  moneys  payable on such date in respect of
          such Bond has not been  received by the  Registrar on or prior to such
          date,  the date on which  notice is duly given to the holders of Bonds
          that such moneys have been so received.

     Unless  previously   redeemed  for  tax  reasons,  as  provided  below,  or
repurchased by the Province, the Principal Amount of this Global Bond is due and
payable on September 17, 2007.

     The Bonds may be redeemed at the option of the  Province in whole,  but not
in part, at any time, on giving not less than 30 days' and no more than 60 days'
notice to  registered  holders  of Bonds in  accordance  with  Section 19 of the
Fiscal  Agency  Agreement  (which notice shall be  irrevocable),  at 100% of the
principal  amount  thereof,  together  with  interest  accrued  thereon  to  the
Redemption  Date,  if  (a)  the  Province  has or  will  become  obliged  to pay
Additional  Amounts  as  provided  herein,  as a result  of any  change  in,  or
amendment  to, the laws or  regulations  of Canada or any  province or political
subdivision  thereof, or any authority thereof or agency therein having power to
tax, or any change in the application or official interpretation of such laws or
regulations,  which change or amendment  becomes effective on or after September
9,  2002,  and (b) such  obligation  cannot be avoided  by the  Province  taking
reasonable  measures available to it, provided that no such notice of redemption
shall be given  earlier  than 90 days  prior to the  earliest  date on which the
Province  would be  obliged  to pay such  Additional  Amounts  were a payment in
respect  of the  Bonds  then  due.  Prior to the  publication  of any  notice of
redemption  pursuant  to this  paragraph,  the  Province  shall  deliver  to the
Registrar a  certificate  signed by an officer of the Province  stating that the
Province is entitled to effect such  redemption and setting forth a statement of
facts showing that the  conditions  precedent to the right of the Province so to
redeem have occurred.

     The Registrar has been appointed registrar for the Bonds, and the Registrar
will maintain at its office in the Borough of  Manhattan,  The City and State of
New York, a register (herein,  the "Register") for the registration of Bonds and
the   registration  of  transfers  and  exchanges  of  Bonds.   Subject  to  the
limitations,  terms and  conditions  set forth  herein and in the Fiscal  Agency
Agreement, this Global Bond may be transferred at the office of the Registrar by
surrendering  this Global Bond for  cancellation,  and  thereupon  the Registrar
shall issue and register in the name of the transferee,  in exchange herefor,  a
new  Global  Bond (or  other  global  security  in the case of a  transfer  to a
successor  depository)  having  identical terms and conditions and having a like
aggregate principal amount in authorized denominations.

     Upon the occurrence of certain events  specified in Section 6 of the Fiscal
Agency  Agreement,  this  Global  Bond  is  exchangeable  at the  office  of the
Registrar for Bonds in definitive  registered form without coupons of authorized
denominations of U.S.$1,000 and integral multiples thereof in an equal aggregate
principal  amount and having identical terms and conditions as this Global Bond,
except to the extent that such terms and conditions  specifically relate to this
Global Bond as a global security. On or after such exchange,  the Registrar,  to
the extent reasonably practicable in the circumstances,  shall make all payments
to be made in  respect  of  such  Bonds  in  definitive  registered  form to the
registered  holders thereof  regardless of whether such exchange  occurred after
the  record  date for such  payment.  If this  Global  Bond is  surrendered  for
transfer,  it shall be accompanied  by a written  instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person or
by the holder's  attorney duly authorized in writing.  No service charge will be
imposed for any such  transfers  and exchanges in the normal course of business,
but the Province may require  payment of a sum  sufficient to cover any stamp or
other tax or other governmental charge in connection therewith.

     The Registrar shall not be required to register any transfer or exchange of
this  Global  Bond  during  the  period  from  any  Regular  Record  Date to the
corresponding  Interest  Payment  Date or during the period from the  Redemption
Record Date (as defined in the Fiscal Agency  Agreement) to the Redemption Date.
Neither the Province nor the Registrar shall be required to make any exchange of
Bonds,  if as a result  thereof,  the  Province  may incur  adverse tax or other
similar consequences under the laws or regulations of any jurisdiction in effect
at the time of the  exchange.  No provision of this Global Bond or of the Fiscal
Agency Agreement shall alter or impair the obligation of the Province,  which is
absolute and unconditional,  to pay the principal of and interest on this Global
Bond  at the  time,  place  and  rate,  and  in the  coin  or  currency,  herein
prescribed.

     The  Province,  the  Registrar and any Paying Agent may treat the holder in
whose name this Global Bond is registered  as the absolute  owner hereof for all
purposes,  whether or not this Global Bond is overdue, and none of the Province,
the  Registrar or any Paying Agent shall be affected by notice to the  contrary.
All payments to or on the order of the registered holder of this Global Bond are
valid and effectual to discharge the liability of the Province and the Registrar
and any Paying Agent hereon to the extent of the sum or sums paid.

     This Global Bond will become  void unless  presented  for payment  within a
period of the lesser of six (6) years, or the period prescribed by law, from the
Relevant Date (as defined above) for payment hereof.

     The  Province  and the  Registrar  may,  at any time or from  time to time,
without  notice to or the consent of the  registered  holder of any Bond,  enter
into one or more  agreements  supplemental  to the Fiscal  Agency  Agreement  to
create and issue further bonds ranking pari passu with the Bonds in all respects
(or in all  respects  except for the payment of interest  accruing  prior to the
issue date of such  further  bonds or except for the first  payment of  interest
following  the issue date of such further  bonds) and so that such further bonds
shall be consolidated and form a single series with the Bonds and shall have the
same terms as to status, redemption or otherwise as the Bonds.

     The Fiscal Agency Agreement and the Bonds may be amended by the Province on
the one hand,  and the  Registrar,  on the other hand,  without notice to or the
consent  of the  registered  holder of any Bond,  for the  purpose of curing any
ambiguity,  or curing,  correcting or  supplementing  any  defective  provisions
contained  therein  or  herein,  or  effecting  the  issue of  further  bonds as
described  above or in any other manner which the Province may deem necessary or
desirable and which, in the reasonable opinion of the Province, on the one hand,
and the Registrar, on the other hand, will not adversely affect the interests of
the beneficial owners of Bonds.

     The Fiscal Agency Agreement  contains  provisions for convening meetings of
registered  holders of Bonds to consent by Extraordinary  Resolution (as defined
below) to any  modification or amendment  proposed by the Province to the Fiscal
Agency  Agreement   (except  as  provided  in  the  two  immediately   preceding
paragraphs) and the Bonds (including the terms and conditions contained herein).

     An  Extraordinary  Resolution  duly  passed  at any such  meeting  shall be
binding on all registered holders of Bonds,  whether present or not; however, no
such  modification  or amendment to the Fiscal Agency  Agreement or to the terms
and conditions of the Bonds may, without the consent of the registered holder of
each such Bond affected  thereby:  (a) change the Maturity Date of any such Bond
or change any Interest Payment Date; (b) reduce the principal amount of any such
Bond or the rate of interest payable thereon; (c) change the currency of payment
of any such Bond; (d) impair the right to institute suit for the  enforcement of
any payment on or with respect to such Bond; or (e) reduce the percentage of the
principal  amount of Bonds  necessary  for the taking of any  action,  including
modification  or  amendment  of the  Fiscal  Agency  Agreement  or the terms and
conditions  of the  Bonds,  or reduce  the  quorum  required  at any  meeting of
registered holders of Bonds.

     The  term  "Extraordinary  Resolution"  is  defined  in the  Fiscal  Agency
Agreement as a resolution passed at a meeting of registered  holders of Bonds by
the affirmative  vote of the registered  holders of not less than 66-2/3% of the
principal  amount of Bonds  represented at the meeting in person or by proxy and
voted on the  resolution or as an instrument in writing signed by the registered
holders of not less than 66-2/3% in principal  amount of the outstanding  Bonds.
The quorum at any such meeting for passing an Extraordinary Resolution is one or
more registered  holders of Bonds present in person or by proxy who represent at
least a majority in principal amount of the Bonds at the time outstanding, or at
any  adjourned  meeting  called by the  Province or the  Registrar,  one or more
persons being or representing registered holders of Bonds whatever the principal
amount of the Bonds so held or represented.

     All notices to the registered holders of Bonds will be published in English
in the Financial Times in London,  The Wall Street Journal in New York,  U.S.A.,
The Globe and Mail in Toronto, Canada and as long as the Bonds are listed on the
Luxembourg  Stock  Exchange and the rules of the  Luxembourg  Stock  Exchange so
require,  notices  will be  published  in a  leading  newspaper  having  general
circulation in Luxembourg (which is expected to be the Luxemburger  Wort). If at
any time publication in any such newspaper is not  practicable,  notices will be
valid if published in an English language newspaper with general  circulation in
the  respective  market  regions  as the  Province,  with  the  approval  of the
Registrar,  shall determine.  Any such notice shall be deemed to have been given
on the date of such  publication or, if published more than once or on different
dates, on the first date on which publication is made.

     For so long as the Bonds are listed on the Luxembourg Stock Exchange and if
the rules of such stock  exchange on which the Bonds are listed so require,  the
Province  agrees  to  appoint  and  maintain  a  transfer  and  paying  agent in
Luxembourg in the event the Province issues fully registered Bonds in definitive
form.

     Unless the  certificate of  authentication  hereon has been executed by the
Registrar  by manual  signature,  this  Global Bond shall not be entitled to any
benefit  under the Fiscal  Agency  Agreement or be valid or  obligatory  for any
purpose.







     IN WITNESS WHEREOF, the Province of Ontario,  pursuant to due authorization
of law,  has  caused  this  Global  Bond to be duly  executed  by an  authorized
representative and the Seal of the Minister of Finance to be imprinted hereon.

DATED:  February 18, 2003                        PROVINCE OF ONTARIO



                                                 By:
                                                    ----------------------------
                                                     Authorized Signing Officer


                                                 SEAL OF THE MINISTER OF FINANCE


REGISTRAR'S CERTIFICATE

OF AUTHENTICATION



This is one of the Bonds of the series  designated  therein  referred  to in the
within-mentioned Fiscal Agency Agreement.



THE BANK OF NEW YORK

  as Registrar



By:
   ---------------------------------------

         Authorized Signatory








                                                               CONFORMED COPY


















                          Dated as of February 10, 2003





                               PROVINCE OF ONTARIO




                                U.S.$250,000,000



                       3.50% Bonds due September 17, 2007



                                                   


                            UNDERWRITING AGREEMENT

                                                   











                               Province of Ontario

                             Underwriting Agreement

                                                               February 10, 2003



Merrill Lynch, Pierce Fenner & Smith
               Incorporated
RBC Dominion Securities Corporation
c/o RBC Dominion Securities Corporation
One Liberty Plaza, 2nd Floor
New York, New York
10006-1404  USA


Dear Sirs:

     The Province of Ontario  (the  "Province")  proposes to sell the  principal
amount of its securities  identified in Schedule I hereto (the  "Securities") to
the  underwriters  named  in  Schedule  II  hereto  (the  "Underwriters").   The
Securities  will be issued in the form of a fully  registered  permanent  global
security  (the "Global  Security")  registered in the name of Cede & Co., as the
nominee of The  Depository  Trust  Company  ("DTC")  (and  constitute  a further
issuance of, will be fungible  with and  consolidated  and form a single  series
with  the  U.S.$500,000,000  aggregate  principal  amount  of  3.50%  Bonds  due
September  17,  2007 of the  Province  issued  on  September  17,  2002  and the
U.S.$250,000,000  aggregate  principal  amount of 3.50% Bonds due  September 17,
2007 of the Province  issued on October 28, 2002),  subject to the provisions of
the fiscal agency agreement  identified on Schedule I hereto (the "Fiscal Agency
Agreement"). This is to confirm the arrangements with respect to the purchase of
the Securities by the Underwriters.

     1. Representations and Warranties. The Province represents and warrants to,
and agrees with, the Underwriters that:

          (i) The Province has filed with the Securities and Exchange Commission
     (the  "Commission")  a registration  statement or  registration  statements
     under Schedule B of the Securities Act of 1933, as amended (the "Securities
     Act"),  which has or have become  effective,  for the  registration  of any
     Securities which may be sold in the United States under the Securities Act.
     Each such registration statement, as amended at the date of this Agreement,
     complies in all material  respects with the  requirements of the Securities
     Act and the rules and regulations thereunder. The Province proposes to file
     with  the  Commission  pursuant  to Rule 424  under  the  Securities  Act a
     supplement  to  the  form  of  prospectus   included  in  the  most  recent
     registration  statement,  or amendment  thereto,  filed with the Commission
     relating to the  Securities  and the plan of  distribution  thereof and has
     advised you of all further  information  (financial and other) with respect
     to the  Province to be set forth  therein.  The  registration  statement or
     registration  statements,  including the exhibits thereto and the documents
     incorporated  by  reference  therein,  as  amended  at  the  date  of  this
     Agreement, is or are hereinafter called the "Registration  Statement";  the
     prospectus in the form in which it appears in the  Registration  Statement,
     including the documents  incorporated by reference therein,  is hereinafter
     called the "Basic Prospectus"; such supplemented form of prospectus, in the
     form in which it shall be filed with the  Commission  pursuant  to Rule 424
     (including  the  Basic  Prospectus  as  so  supplemented),   including  the
     documents  incorporated  by reference  therein,  is hereinafter  called the
     "Final Prospectus";  and any preliminary form of the Final Prospectus which
     has  heretofore  been filed  pursuant to Rule 424,  including the documents
     incorporated by reference  therein,  is hereinafter called the "Preliminary
     Final Prospectus".

          (ii) The documents filed by the Province with the Commission  pursuant
     to the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
     that are  incorporated  by reference in the Final  Prospectus,  at the time
     they were filed with the Commission, complied in all material respects with
     the  requirements  of the  Exchange  Act  and  the  rules  and  regulations
     thereunder.

          (iii) As of the date hereof,  when the Final Prospectus is first filed
     pursuant to Rule 424 under the Securities  Act, when,  prior to the Closing
     Date (as hereinafter defined),  any amendment to the Registration Statement
     becomes  effective,  when any  supplement to the Final  Prospectus is filed
     with  the  Commission  and  at  the  Closing  Date,  (a)  the  Registration
     Statement,  as  amended  as of any such time and the Final  Prospectus,  as
     amended or  supplemented  as of any such time,  complied and will comply in
     all material  respects with the applicable  requirements  of the Securities
     Act and the  rules  and  regulations  thereunder  and (b) the  Registration
     Statement,  as amended as of any such time, did not or will not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated  therein or necessary in order to make the statements
     therein not misleading and the Final Prospectus, as amended or supplemented
     as of any such time,  will not contain any untrue  statement  of a material
     fact or omit to state any material  fact  required to be stated  therein or
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances  under  which  they  were  made,  not  misleading;  provided,
     however, that the Province makes no representations or warranties as to the
     information contained in or omitted from the Registration  Statement or the
     Final Prospectus or any amendment thereof or supplement thereto in reliance
     upon  and in  conformity  with  information  furnished  in  writing  to the
     Province  by or on  behalf of either  Underwriter  specifically  for use in
     connection with the preparation of the Registration Statement and the Final
     Prospectus.

     2. Purchase and Sale.  Subject to the terms and  conditions and in reliance
upon the representations and warranties herein set forth, the Province agrees to
sell to each  Underwriter,  and each  Underwriter,  severally  and not  jointly,
agrees  to  purchase  from the  Province,  at the  purchase  price  set forth in
Schedule I hereto,  the principal  amount of the  Securities  set forth opposite
such Underwriter's name in Schedule II hereto.

     3. Delivery and Payment.  Delivery of and payment for the Securities  shall
be made at the  office,  on the date and at the time  specified  in  Schedule  I
hereto  (or such  later  date not  later  than five  business  days  after  such
specified date as the  Underwriters  and the Province  shall agree upon),  which
date and time may be  postponed by agreement  between the  Underwriters  and the
Province or as provided in Section 10 hereof (such date and time of delivery and
payment for the Securities being herein called the "Closing Date").  Delivery of
the  Securities  shall be made to the  Underwriters  or to their  order  for the
respective accounts of the several  Underwriters  against payment by the several
Underwriters  of the  purchase  price  thereof to the  Province  in  immediately
available (same day) funds by transfer to a U.S. dollar account specified by the
Province.  The Global Security shall be substantially in the form annexed to the
Second Supplemental Agreement dated as of February 18, 2003 to the Fiscal Agency
Agreement  (the "First  Supplemental  Agreement")  and registered in the name of
Cede & Co., as nominee of DTC.

     The Global  Security shall be made available for inspection and checking by
the Underwriters in Toronto,  Ontario not later than 3:00 P.M. (Toronto time) on
the business  day prior to the Closing  Date.  For  purposes of this  Agreement,
"business day" shall mean a day on which banking institutions in Toronto are not
authorized or obligated by law or executive order to be closed.

     4. Listing.  The Province agrees with the  Underwriters to file or cause to
be filed an application to list the Securities on the Luxembourg  Stock Exchange
(the "Stock Exchange") prior to the Closing Date. The Province further agrees to
furnish  to the Stock  Exchange  all  documents,  instruments,  information  and
undertakings  and to publish all  advertisements  or other  material that may be
necessary  in order to effect  the  listing of the  Securities  and to cause the
listing of the  Securities on the Stock  Exchange to be continued for so long as
any of the Securities  remain  outstanding;  provided,  however,  that if in the
opinion of the Province,  the  continuation  of such listing shall become unduly
onerous,  then the Province may delist the Securities  from the Stock  Exchange;
provided,  further,  that if the Securities are to be so delisted from the Stock
Exchange,  the  Province  will use its best efforts to obtain the listing of the
Securities  on  another  securities  exchange   reasonably   acceptable  to  the
Underwriters  and the Province prior to the delisting  from the Stock  Exchange.
The provisions of this section shall apply to any other  securities  exchange on
which the Securities may be listed mutatis mutandis.

     5. Agreements. (a) The Province and the Underwriters agree that:

          (i) Prior to the  termination of the offering of the  Securities,  the
     Province will not file any  amendment to the  Registration  Statement,  any
     supplement  to the Final  Prospectus or any document that would as a result
     thereof be  incorporated by reference in the Final  Prospectus,  unless the
     Province has furnished to the Underwriters a copy for their review prior to
     filing  and  will  not file any  such  proposed  amendment,  supplement  or
     document  to which the  Underwriters  reasonably  object,  except  that the
     Underwriters  may not object to the filing,  as exhibits to an amendment on
     Form  18-K/A to the  Province's  Annual  Report on Form  18-K,  of  reports
     prepared by the Province and the Ontario Electricity  Financial Corporation
     in the ordinary  course.  Subject to the foregoing  sentence,  the Province
     will cause the Final Prospectus to be filed (or mailed for filing) with the
     Commission  pursuant to Rule 424. The  Province  will  promptly  advise the
     Underwriters  (i) when the Final Prospectus or any document that would as a
     result thereof be incorporated by reference in the Final  Prospectus  shall
     have been filed (or mailed for filing) with the  Commission,  (ii) when any
     amendment to the  Registration  Statement  relating to the Securities shall
     have  become  effective,  (iii) of any  request by the  Commission  for any
     amendment of the  Registration  Statement or amendment of or  supplement to
     the Final Prospectus or for any additional  information relating thereto or
     to any document incorporated by reference in the Final Prospectus,  (iv) of
     the  issuance  by  the   Commission  of  any  stop  order   suspending  the
     effectiveness  of  the   Registration   Statement  or  the  institution  or
     threatening  of any  proceeding  for that purpose and (v) of the receipt by
     the  Province of any  notification  with respect to the  suspension  of the
     qualification  of  the  Securities  for  sale  in any  jurisdiction  or the
     initiation or threatening of any proceeding for such purpose.  The Province
     will use its best  efforts to prevent  the  issuance of any such stop order
     and, if issued, to obtain as soon as possible the withdrawal thereof.

          (ii) If, at any time when a prospectus  relating to the  Securities is
     required to be delivered  under the  Securities  Act, any event occurs as a
     result of which the Final Prospectus as then amended or supplemented  would
     include  any  untrue  statement  of a  material  fact or omit to state  any
     material fact necessary to make the statements  therein in the light of the
     circumstances under which they were made not misleading,  or if it shall be
     necessary to amend or  supplement  the Final  Prospectus to comply with the
     Securities  Act or the  rules  and  regulations  thereunder,  the  Province
     promptly  will prepare and file with the  Commission,  subject to the first
     sentence of paragraph  (a)(i) of this Section 5, an amendment or supplement
     at its own expense  which will  correct  such  statement  or omission or an
     amendment which will effect such compliance.

          (iii) The  Province  will make  generally  available  to its  security
     holders and to the  Underwriters as soon as practicable  after the close of
     its first fiscal year  beginning  after the date hereof,  statements of its
     revenues  and  expenditures  for such  fiscal  year which will  satisfy the
     provisions of Section 11(a) of the Securities Act and the applicable  rules
     and regulations thereunder.

          (iv) The Province  will  furnish to the  Underwriters,  upon  request,
     without charge,  copies of the Registration  Statement  (including exhibits
     thereto and documents incorporated by reference therein) and each amendment
     thereto  which shall become  effective on or prior to the Closing Date and,
     so long as delivery of a prospectus  by an  Underwriter  or a dealer may be
     required by the  Securities  Act, as many copies of any  Preliminary  Final
     Prospectus  and  the  Final  Prospectus  and  any  amendments  thereof  and
     supplements thereto as the Underwriters may reasonably request.

          (v) The Province will arrange for the  qualification of the Securities
     for  offer  and  sale  and  the  determination  of  their  eligibility  for
     investment under the securities laws of such states and other jurisdictions
     of the United  States as the  Underwriters  may designate and will maintain
     such  qualifications  in effect so long as required for the distribution of
     the Securities; provided, however, that the Province shall not be obligated
     to  consent to  general  service of process  under the laws of any state or
     other jurisdiction.

          (vi) The Province will pay (i) all expenses in connection with (a) the
     preparation,  issue,  execution and delivery of the  Securities  (including
     fees of the registrar,  fiscal agent,  transfer agent and paying agents and
     the  fees and  expenses  of the  Province's  legal  advisors),  (b) the fee
     incurred in filing the  Registration  Statement  (including  all amendments
     thereto) with the Commission and (c) any fee payable to rating  services in
     connection with the rating of the Securities,  (ii) the cost of copying the
     documents  incorporated  by  reference  in the  Final  Prospectus  in  such
     quantities  as the  Underwriters  may  reasonably  request  and the cost of
     delivering  the  same  to  locations  designated  by the  Underwriters  and
     satisfactory to the Province in its reasonable judgment and (iii) all stamp
     duties or other like taxes and duties or value  added taxes  payable  under
     the laws of the United  Kingdom upon and in connection  with the execution,
     issue and  subscription  of the Securities or the execution and delivery of
     this  Agreement  and the Fiscal  Agency  Agreement.  Except as  provided in
     Section 9 hereof,  the  Province  shall not be  required to pay or bear any
     fees or expenses of the Underwriters.

     (b) The  Underwriters  agree with the Province to deliver to the Province a
letter prior to the Closing Date  containing  the total sales of the  Securities
made in the initial  distribution in the United States together with an estimate
of the number of  Securities  reasonably  expected  to be sold within the United
States in  secondary  market  transactions  within 40 days of the Closing  Date;
provided,  however,  that the Underwriters  shall bear no responsibility for any
discrepancy  between such  estimate  and the actual  number of  Securities  sold
within the United States pursuant to such secondary market  transactions in such
time period.

     6. Selling Restrictions.

     (a) United Kingdom.  The Underwriters,  on behalf of themselves and each of
their  affiliates  that   participates  in  the  initial   distribution  of  the
Securities, represent to and agree with the Province that they and each of their
respective  affiliates  have  complied  and  will  comply  with  all  applicable
provisions  of the  Financial  Services  and Markets Act 2000 (the  "FSMA") with
respect to  anything  done by them in  relation  to the  Securities  in, from or
otherwise involving the United Kingdom.

     (b) Japan.  The Securities  have not been and will not be registered  under
the Securities and Exchange Law of Japan and, accordingly, the Underwriters,  on
behalf of themselves and each of their respective  affiliates that  participates
in the initial  distribution of the  Securities,  have undertaken that they have
not  offered  or sold and will not  offer or sell any  Securities,  directly  or
indirectly,  in Japan or to, or for the  benefit of, any  Japanese  Person or to
others for re-offering or resale, directly or indirectly,  in Japan or to or for
the benefit of any Japanese  Person  except  pursuant to an  exemption  from the
registration requirements of the Securities and Exchange Law of Japan, and under
circumstances  which  will  result  in  compliance  with  all  applicable  laws,
regulations and guidelines promulgated by the relevant Japanese governmental and
regulatory  authorities  and in effect at the relevant time. For the purposes of
this  paragraph,  "Japanese  Person"  shall mean any person  resident  in Japan,
including any corporation or other entity  organized under the laws of Japan. As
part  of  the  offering  of the  Securities,  the  Underwriters  may  offer  the
Securities  in Japan to a list of 49 offerees in  accordance  with this  Section
6(b).

     (c) Hong Kong. The Underwriters,  on behalf of themselves and each of their
respective  affiliates  that  participates  in the initial  distribution  of the
Securities, represent to and agree with the Province that they and each of their
respective  affiliates  have not,  directly or  indirectly,  offered to sell the
Securities  and will not offer to sell the  Securities in Hong Kong, by means of
any document,  other than to persons whose  ordinary  business is to buy or sell
shares or debentures,  whether as principal or agent, or in circumstances  which
do not  constitute  an offer to the public  within the meaning of the  Companies
Ordinance  (Cap.  32) of Hong  Kong,  and  unless  permitted  to do so under the
securities laws of Hong Kong, have not issued or had in their possession for the
purpose of issue, and will not issue or have in their possession for the purpose
of issue,  directly or indirectly,  any  invitation,  document or  advertisement
relating to the Securities other than with respect to the Securities intended to
be disposed of to persons  outside Hong Kong or only to persons  whose  business
involves  the  acquisition,  disposal,  or  holding  of  securities,  whether as
principal or agent.

     (d) Sale and Distribution.  In addition to the provisions of Sections 6(a),
(b) and (c) above, the  Underwriters,  on behalf of themselves and each of their
respective  affiliates  that  participates  in the initial  distribution  of the
Securities, represent to and agree with the Province that they and each of their
respective  affiliates  have not offered,  sold or  delivered  and they will not
offer,  sell or  deliver,  directly  or  indirectly,  any of the  Securities  or
distribute the Basic  Prospectus,  any Preliminary Final Prospectus or the Final
Prospectus or any other offering material relating to the Securities, in or from
any  jurisdiction  except under  circumstances  that will,  to the best of their
knowledge and belief, after reasonable investigation,  result in compliance with
the  applicable  laws and  regulations  thereof  and which  will not  impose any
obligations on the Province except as contained in this Agreement.

     (e)  Authorizations.  Without prejudice to the provisions of Sections 6(a),
(b) and (c) and except for the  qualification  of the  Securities  for offer and
sale and the  determination  of  their  eligibility  for  investment  under  the
applicable  securities  laws  of  such  jurisdictions  as the  Underwriters  may
designate  pursuant  to  Section  5(a)(v),  the  Province  shall  not  have  any
responsibility  for,  and the  Underwriters  agree  with the  Province  that the
Underwriters and their respective affiliates will obtain, any consent,  approval
or authorization required by them for the subscription,  offer, sale or delivery
by them of any of the Securities  under the laws and regulations in force in any
jurisdiction  to which  they are  subject  or in or from  which  they  make such
subscription, offer, sale or delivery of any of the Securities.

     7.  Conditions to the Obligations of the  Underwriters.  The obligations of
the  Underwriters to purchase the Securities shall be subject to the accuracy of
the  representations and warranties on the part of the Province contained herein
as of the date hereof,  as of the date of the  effectiveness of any amendment to
the Registration Statement filed prior to the Closing Date (including the filing
of any document  incorporated by reference  therein) and as of the Closing Date,
to the  accuracy of the  statements  of the  Province  made in any  certificates
pursuant to the  provisions  hereof,  to the  performance by the Province of its
obligations hereunder and to the following additional conditions:

     (a)  No  stop  order  suspending  the  effectiveness  of  the  Registration
Statement,  as  amended  from  time to  time,  shall  have  been  issued  and no
proceedings for that purpose shall have been  instituted or threatened;  and the
Final Prospectus shall have been filed with the Commission  pursuant to Rule 424
not later  than 5:00  P.M.,  New York City  time,  on the  second  business  day
following the date hereof or  transmitted  by a means  reasonably  calculated to
result in filing with the Commission by such date.

     (b) The Province shall have furnished to the  Underwriters,  on or prior to
the  Closing  Date,  a written  opinion  dated the  Closing  Date of the  Deputy
Attorney  General,  Assistant Deputy Attorney  General,  Acting Assistant Deputy
Attorney  General of the  Province  or any  solicitor  who is an employee of the
Crown and seconded to the Legal Services Branch, Ministry of Finance,  addressed
to the  Minister  of Finance of the  Province to the effect  that,  based on the
assumptions and subject to the qualifications set forth therein:

          (i) this Agreement has been duly authorized, executed and delivered by
     the Province in  accordance  with the laws of the Province and the Order or
     Orders of the  Lieutenant  Governor  in  Council  applicable  thereto,  and
     constitutes  a  legal,   valid  and  binding   agreement  of  the  Province
     enforceable in accordance with its terms;

          (ii) the Fiscal Agency  Agreement has been duly  authorized,  executed
     and delivered by the Province in  accordance  with the laws of the Province
     and the Order or Orders of the  Lieutenant  Governor in Council  applicable
     thereto,  and,  assuming due  execution  and delivery by the Fiscal  Agent,
     constitutes  a  legal,   valid  and  binding   agreement  of  the  Province
     enforceable in accordance with its terms;

          (iii)  the First  Supplemental  Agreement  has been  duly  authorized,
     executed and delivered by the Province in  accordance  with the laws of the
     Province  and the Order or Orders of the  Lieutenant  Governor  in  Council
     applicable  thereto,  and assuming due execution and delivery by the Fiscal
     Agent,  constitutes  a legal,  valid and binding  agreement of the Province
     enforceable in accordance with its terms;

          (iv) the  Second  Supplemental  Agreement  has been  duly  authorized,
     executed and delivered by the Province in  accordance  with the laws of the
     Province  and the Order or Orders of the  Lieutenant  Governor  in  Council
     applicable  thereto,  and assuming due execution and delivery by the Fiscal
     Agent,  constitutes  a legal,  valid and binding  agreement of the Province
     enforceable in accordance with its terms;

          (v) the Securities  have been duly  authorized and the Global Security
     has been duly executed by the Province in  accordance  with the laws of the
     Province  and the Order or Orders of the  Lieutenant  Governor  in  Council
     applicable  thereto,   and,  when  authenticated  in  accordance  with  the
     provisions of the Fiscal Agency Agreement,  as supplemented,  and delivered
     to and  paid  for by the  Underwriters  pursuant  to this  Agreement,  will
     constitute   legal,   valid  and  binding   obligations  of  the  Province,
     enforceable in accordance with their terms;

          (vi) the  Securities  constitute  a further  issuance  of, and will be
     consolidated and form a single series with the  U.S.$500,000,000  aggregate
     principal  amount of 3.50% Bonds due September 17, 2007 issued on September
     17, 2002 and the U.S.$250,000,000 aggregate principal amount of 3.50% Bonds
     due September 17, 2007 of the Province issued on October 28, 2002;

          (vii) the  statements  in the  Final  Prospectus  under  the  headings
     "Description  of  Debt  Securities  and  Warrants--   Canadian  Income  Tax
     Considerations"  and  "Taxation--  Canadian  Taxation"  are accurate in all
     material respects subject to the qualifications therein stated;

          (viii) the payment of principal of and interest on the Securities will
     be a charge on and  payable  out of the  Consolidated  Revenue  Fund of the
     Province of Ontario (as defined in the Financial Administration Act);

          (ix) no  authorization,  consent,  waiver or  approval  of, or filing,
     registration,  qualification or recording with, any governmental  authority
     of the Province of Ontario or of Canada is required in connection  with the
     execution,  delivery and performance by the Province of this Agreement, the
     Fiscal Agency Agreement, as supplemented,  or the sale of the Securities by
     the  Province  in the  manner  contemplated  in this  Agreement  and  Final
     Prospectus,  except for the Order or Orders of the  Lieutenant  Governor in
     Council, which has been obtained;

          (x) no stamp or other  similar duty or levy is payable  under the laws
     of the Province of Ontario or the laws of Canada applicable in the Province
     in connection with the execution,  delivery and performance by the Province
     of this Agreement and the Fiscal Agency Agreement,  as supplemented,  or in
     connection with the issue and sale of the Securities by the Province in the
     manner contemplated in this Agreement and the Final Prospectus; and

          (xi) Her  Majesty  the  Queen in right of  Ontario  may be sued in the
     courts of the Province of Ontario with regard to any claims  arising out of
     or relating to the obligations of the Province under the Securities. No law
     in the Province of Ontario  requires the consent of any public  official or
     authority  for suit to be brought or judgment  to be  obtained  against Her
     Majesty  the Queen in right of Ontario  arising  out of or  relating to the
     obligations  of the  Province  under  the  Securities,  though  in  certain
     circumstances  prior notice and particulars of a claim must be given to Her
     Majesty the Queen in right of Ontario. An amount payable by Her Majesty the
     Queen in  right of  Ontario  under an order of a court of the  Province  of
     Ontario  that is final and not  subject  to appeal  is  payable  out of the
     Consolidated  Revenue  Fund of the  Province  of  Ontario  pursuant  to the
     Proceedings Against the Crown Act.

     (c) The Underwriters  shall have received on the Closing Date from Shearman
& Sterling, United States counsel to the Province,  favorable opinions dated the
Closing Date to the effect that:

          (i) the  statements  in the Final  Prospectus  under  "Description  of
     Bonds",  "Clearing  and  Settlement"  and  "Underwriting",  insofar as such
     statements  constitute  a  summary  of  the  legal  matters,  documents  or
     proceedings referred to therein,  fairly present the information called for
     with respect to such legal matters, documents and proceedings;

          (ii)  the  statements  in the  Final  Prospectus  under  the  headings
     "Description  of Debt  Securities  and  Warrants--United  States Income Tax
     Considerations", as supplemented by "Taxation-- United States Taxation", to
     the extent that they constitute matters of law or legal conclusions, fairly
     present the information disclosed therein in all material respects;

          (iii) the Registration  Statement and the Final Prospectus,  excluding
     the documents  incorporated  by reference  therein,  and any supplements or
     amendments thereto (other than the financial statements and other financial
     data and statistical  data contained  therein or omitted  therefrom,  as to
     which such counsel need not express any opinion) appear on their face to be
     appropriately  responsive in all material  respects to the  requirements of
     the  Securities  Act  and  the  applicable  rules  and  regulations  of the
     Commission thereunder; and

          (iv) the documents  incorporated by reference in the Final  Prospectus
     (other than the financial  statements and other  financial and  statistical
     data contained therein or omitted therefrom,  as to which such counsel need
     express no  opinion),  except to the extent that any  statement  therein is
     modified or superseded in the Final  Prospectus,  as of the dates they were
     filed  with  the  Commission,  appear  on  their  face to be  appropriately
     responsive in all material respects to the requirements of the Exchange Act
     and the applicable rules and regulations of the Commission thereunder.

     Such counsel shall also state that although they have not verified, are not
passing  upon  and  do  not  assume  any   responsibility   for,  the  accuracy,
completeness  or  fairness  of the  statements  contained  in  the  Registration
Statement or the Final  Prospectus  (including  the  documents  incorporated  by
reference therein), such counsel has, however,  generally reviewed and discussed
such  statements with  representatives  of the Ontario  Financing  Authority and
Ministry  of  Finance of the  Province  and,  in the  course of such  review and
discussion,  no facts have come to such  counsel's  attention  which  gives them
reason  to  believe  that (A) that the  Registration  Statement  (including  the
documents incorporated by reference therein, other than the financial statements
and other  financial  data and  statistical  data  contained  therein or omitted
therefrom,  as to which such counsel has not been requested to comment),  at the
time it became  effective,  contained an untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the  statements  therein not  misleading,  or (B) the Final  Prospectus  as
amended or supplemented,  if applicable (including the documents incorporated by
reference therein,  other than the financial statements and other financial data
and statistical data contained  therein or omitted  therefrom,  as to which such
counsel  has not  been  requested  to  comment),  as of the  date of such  Final
Prospectus  as amended or  supplemented,  if  applicable,  or the Closing  Date,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact necessary to make the statements  therein, in the light
of the circumstances under which they were made, not misleading.

     In  giving  such  opinions,  such  counsel  may rely,  without  independent
investigation,  as to matters  relating to the federal law of Canada or the laws
of the  Province of  Ontario,  on the  opinion of the Deputy  Attorney  General,
Assistant Deputy Attorney  General,  Acting Assistant Deputy Attorney General of
the  Province or any  solicitor  who is an employee of the Crown and seconded to
the Legal Services  Branch,  Ministry of Finance,  rendered  pursuant to Section
7(b) hereof.

     (d) The  Underwriters  shall have  received on the Closing  Date from Davis
Polk & Wardwell,  United  States  counsel  for the  Underwriters,  and  Stikeman
Elliott LLP, Canadian counsel for the Underwriters, favorable opinions dated the
Closing  Date  as to the  form  and  validity  of the  Securities  and as to the
proceedings and other related  matters  incident to the issuance and sale of the
Securities on the Closing Date, and the Underwriters  shall have received on the
Closing  Date from Davis Polk & Wardwell a favorable  opinion  dated the Closing
Date with respect to the Registration  Statement,  Preliminary  Final Prospectus
and the Final  Prospectus  and other  related  matters as the  Underwriters  may
reasonably require. In giving their opinion, Davis Polk & Wardwell may rely upon
the opinion of Stikeman  Elliott  LLP as to matters of Canadian  and  Provincial
law.

     (e) The Province  shall have furnished to the  Underwriters  on the Closing
Date a certificate of the Province, signed by the duly authorized officer of the
Province (who may rely as to proceedings  pending or contemplated  upon the best
of his knowledge), dated the Closing Date, to the effect that:

          (i)  the  representations  and  warranties  of the  Province  in  this
     Agreement  are true and correct in all  material  respects on and as of the
     Closing  Date with the same effect as if made on the  Closing  Date and the
     Province  has  complied  with  all the  agreements  and  satisfied  all the
     conditions  on its part to be  performed  or  satisfied  at or prior to the
     Closing Date;

          (ii) no stop order  suspending the  effectiveness  of the Registration
     Statement,  as amended, has been issued and no proceedings for that purpose
     have been instituted or, to the Province's knowledge, threatened; and

          (iii)  there has been no  material  adverse  change in the  financial,
     economic or political conditions of the Province from those set forth in or
     contemplated by the  Registration  Statement and the Final Prospectus other
     than changes arising in the ordinary and normal course.

     (f)  Subsequent to the  execution of this  Agreement and on or prior to the
Closing  Date,  there shall not have been any  decrease in the ratings of any of
the  Province's  long-term  debt  securities  by  Moody's  Investors  Service or
Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

     (g)  Application  shall have been made on or prior to the  Closing  Date to
list the  Securities  on the Stock  Exchange and the Stock  Exchange  shall have
approved the Securities for listing.

     (h) Prior to the Closing  Date,  the Province  shall have  furnished to the
Underwriters  such  further  information,  certificates  and  documents  as  the
Underwriters may reasonably request.

     If any of the  conditions  specified  in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the  opinions  and  certificates  mentioned  above or  elsewhere  in this
Agreement shall not be in all material respects reasonably  satisfactory in form
and substance to the  Underwriters,  this  Agreement and all  obligations of the
Underwriters hereunder may be cancelled at, or at any time prior to, the Closing
Date by the  Underwriters.  Notice  of such  cancellation  shall be given to the
Province in writing or by telephone or  facsimile  transmission,  in either case
confirmed in writing.

     8.  Stabilization and  Over-allotment.  Any over-allotment or stabilization
transaction  by the  Underwriters  in connection  with the  distribution  of the
Securities  shall be  effected  by them on their own behalf and not as agents of
the  Province,  and any gain or loss  arising  therefrom  shall be for their own
account. The Underwriters  acknowledge that the Province has not been authorized
to issue  Securities in excess of the  principal  amount set forth in Schedule I
hereto.  The Underwriters  also acknowledge that the Province has not authorized
the carrying out by the Underwriters of stabilization transactions other than in
conformity  with applicable  rules,  including those made pursuant to applicable
United  Kingdom  legislation  and  Regulation  M  under  the  Exchange  Act  (if
applicable).

     9. Indemnification and Contribution.

     (a) The Province agrees to indemnify and hold harmless each Underwriter and
each of its affiliates  that  participates  in the initial  distribution  of the
Securities and each person who controls either Underwriter or any such affiliate
within the meaning of either the  Securities Act or the Exchange Act against any
and all losses, claims, damages or liabilities,  joint or several, to which they
or any of them may become subject under the laws of any jurisdiction,  including
but not limited to the  Securities  Act, the Exchange Act or other United States
Federal  or state  statutory  law or  regulation,  at common  law or  otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material  fact  contained in the  Registration  Statement for the
registration of the Securities as originally filed or in any amendment  thereof,
including all documents  incorporated by reference,  or in the Basic Prospectus,
any Preliminary  Final Prospectus or the Final  Prospectus,  or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein  not  misleading,  and agrees to
reimburse,  as incurred,  each such  indemnified  party,  for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action; provided,  however,
that (i) the Province will not be liable in any such case to the extent that any
such loss,  claim,  damage or liability  arises out of or is based upon any such
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made  therein  in  reliance  upon and in  conformity  with  written  information
furnished to the Province by or on behalf of either Underwriter specifically for
use in connection  with the  preparation  thereof,  and (ii) such indemnity with
respect to the Basic  Prospectus or any Preliminary  Final  Prospectus shall not
enure to the benefit of either  Underwriter or affiliate  thereof (or any person
controlling  either Underwriter or affiliate) from whom the person asserting any
such loss,  claim,  damage or liability  purchased the Securities  which are the
subject  thereof if such person did not  receive a copy of the Final  Prospectus
(or the  Final  Prospectus  as  amended  or  supplemented)  at or  prior  to the
confirmation  of the sale of such  Securities  to such  person in any case where
such  delivery is required by the  Securities  Act and the untrue  statement  or
omission of a material fact contained in the Basic Prospectus or any Preliminary
Final  Prospectus was corrected in the Final Prospectus (or the Final Prospectus
as amended or supplemented). This indemnity agreement will be in addition to any
liability which the Province may otherwise have.

     (b) Each  Underwriter,  severally and not jointly,  agrees to indemnify and
hold harmless the Province:

          (i) to the same extent as the foregoing indemnity from the Province to
     such  Underwriter,  but only to the extent  that such untrue  statement  or
     alleged  untrue  statement  or  omission  or alleged  omission  was made in
     reliance upon and in conformity with written  information  furnished to the
     Province by or on behalf of such  Underwriter  specifically  for use in the
     preparation of the documents referred to in the foregoing indemnity;

          (ii) against any and all losses, claims, damages or liabilities, joint
     or several,  to which the Province may become subject under the laws of any
     jurisdiction, including but not limited to the Securities Act, the Exchange
     Act or other United States Federal or state statutory law or regulation, at
     common  law or  otherwise,  insofar  as such  losses,  claims,  damages  or
     liabilities (or actions in respect  thereof) arise out of or are based upon
     any  untrue  statement  or alleged  untrue  statement  of a  material  fact
     contained in any document  prepared by such  Underwriter and distributed by
     it in connection with the offering of the Securities, or which arise out of
     or are based upon the  omission  or  alleged  omission  to state  therein a
     material fact necessary to make the statements therein not misleading,  and
     which  statement  or omission is not  contained  in the  Preliminary  Final
     Prospectus, the Final Prospectus or the agreed press releases; and

          (iii)  against any and all  losses,  claims,  damages or  liabilities,
     joint or several,  to which the Province may become subject  arising out of
     or in connection with a breach by such  Underwriter (or its affiliates that
     participate  in  the  initial   distribution  of  the  Securities)  of  any
     representation,  or failure to perform or observe any agreement,  contained
     in Section 6 of this Agreement.

     Each  Underwriter,  severally  and not  jointly,  agrees to  reimburse,  as
incurred,  any legal or other  expenses  reasonably  incurred by the Province in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability  or action  referred to in clauses  (i),  (ii) and (iii)  above.  This
indemnity   agreement  will  be  in  addition  to  any  liability  which  either
Underwriter may otherwise have. The Province  acknowledges,  for the purposes of
clause (i) above, that the statements set forth under the heading "Underwriting"
(except  for the  statements  in the  paragraphs  relating  to the  FSMA and the
securities laws of Japan and Hong Kong and the sentence  relating to stamp taxes
and other  charges  and  expenses  of the  offering)  in any  Preliminary  Final
Prospectus or the Final Prospectus  constitute the only information furnished in
writing  by or on  behalf  of  the  Underwriters  for  inclusion  in  any of the
documents referred to in the foregoing  indemnity,  and the Underwriters confirm
that such statements are correct.

     (c) Each of the Province and the  Underwriters  agree that the Underwriters
shall have and hold the covenants of the Province contained in this Section 9 in
respect  of  the  Underwriters'  controlling  persons  (as  defined  above)  and
affiliates in trust for the benefit of their controlling persons and affiliates.
The  Underwriters  agree to accept the trusts in this paragraph (c) declared and
provided for and agree to enforce those covenants on behalf of such persons.

     (d) Promptly after receipt by an indemnified  party under this Section 9 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the  omission so to notify the  indemnifying  party will not relieve it from
any liability  which it may have to any  indemnified  party otherwise than under
this Section 9.

     In case any such action is brought  against any indemnified  party,  and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party will be entitled to appoint counsel satisfactory to such indemnified party
to represent the indemnified party in such action;  provided,  however,  that if
the  defendants in any such action  include both the  indemnified  party and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
that  there  may be legal  defenses  available  to it and/or  other  indemnified
parties  which  are  different  from or  additional  to those  available  to the
indemnifying  party,  the  indemnified  party or parties shall have the right to
select  separate  counsel to defend  such  action on behalf of such  indemnified
party or parties.  An  indemnifying  party will not,  without the prior  written
consent of the  indemnified  parties  (which  consent shall not be  unreasonably
withheld  or  delayed),  settle or  compromise  or  consent  to the entry of any
judgment  with  respect to any  pending or  threatened  claim,  action,  suit or
proceeding in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether  or not the  indemnified  parties  are  actual or  potential
parties to such claim or action) unless such  settlement,  compromise or consent
includes an unconditional  release of each indemnified  party from all liability
arising out of such claim,  action, suit or proceeding.  In order to be entitled
to an indemnity with respect to a claim  hereunder,  an  indemnified  party will
not,  without  the prior  written  consent of the  indemnifying  parties  (which
consent shall not be unreasonably withheld or delayed),  settle or compromise or
consent to the entry of any judgment  with respect to such pending or threatened
claim,  action,  suit or  proceeding  in  respect  of which  indemnification  or
contribution  may be sought hereunder  (whether or not the indemnifying  parties
are actual or potential parties to such claim or action).

     Upon  receipt of notice  from the  indemnifying  party to such  indemnified
party of its  election so to appoint  counsel to defend such action and approval
by the indemnified  party of such counsel,  the  indemnifying  party will not be
liable to such  indemnified  party  under this  Section 9 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof unless

          (i) the  indemnified  party shall have  employed  separate  counsel in
     accordance  with the proviso to the first  sentence  of the next  preceding
     paragraph (it being understood,  however, that the indemnifying party shall
     not be liable for the expenses of more than one separate counsel,  approved
     by the  Underwriters  in the  case  of  paragraph  (a) of this  Section  9,
     representing  the  indemnified  parties  under such  paragraph  (a) who are
     parties to such action),

          (ii) the indemnifying party shall not have employed counsel reasonably
     satisfactory  to the indemnified  party to represent the indemnified  party
     within a reasonable time after notice of commencement of the action, or

          (iii) the indemnifying  party has authorized the employment of counsel
     for the indemnified  party at the expense of the  indemnifying  party;  and
     except that, if clause (i) or (iii) is applicable,  such liability shall be
     only in respect of the counsel referred to in such clause (i) or (iii).

     (e)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 9 is due in  accordance  with its terms but is for any reason  held by a
court to be unavailable from the Province on grounds of policy or otherwise, the
Province and the Underwriters shall contribute to the aggregate losses,  claims,
damages and liabilities  (including legal or other expenses  reasonably incurred
in connection  with  investigating  or defending same) to which the Province and
the  Underwriters may be subject in such proportion so that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount  specified in Schedule I hereto  bears to the sum of such  discount and
the  purchase  price of the  Securities  specified  in Schedule I hereto and the
Province is responsible for the balance; provided,  however, that (a) in no case
shall  either  Underwriter  be  responsible  for any  amount  in  excess  of the
underwriting discount applicable to the Securities purchased by such Underwriter
hereunder and (b) no person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  For  purposes of this Section 9, each person who controls an
Underwriter  within the meaning of the Securities Act shall have the same rights
to contribution as the  Underwriters,  and each person who controls the Province
within the meaning of the  Securities  Act and each official of the Province who
shall  have  signed the  Registration  Statement  shall have the same  rights to
contribution as the Province.  Any party entitled to contribution will, promptly
after  receipt  of notice of  commencement  of any  action,  suit or  proceeding
against  such  party in respect  of which a claim for  contribution  may be made
against  another party or parties under this paragraph (e), notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties  shall not relieve the party or parties from whom  contribution
may be  sought  from any  other  obligation  it or they may  have  hereunder  or
otherwise than under this paragraph (e).

     10. Default by an Underwriter.  If either of the Underwriters shall fail to
purchase  and pay for  any of the  Securities  agreed  to be  purchased  by such
Underwriter hereunder and such failure to purchase shall constitute a default in
the  performance  of  its  obligations  under  this  Agreement,   the  remaining
Underwriter  shall be obligated to take up and pay for the Securities  which the
defaulting Underwriter agreed but failed to purchase; provided, however, that in
the  event  that  the  aggregate  amount  of  Securities  which  the  defaulting
Underwriter  agreed but failed to  purchase  shall  exceed 10% of the  aggregate
amount of Securities set forth in Schedule II hereto, the remaining  Underwriter
shall have the right to purchase  all, but shall not be under any  obligation to
purchase any, of the Securities,  and if such nondefaulting Underwriter does not
purchase all the Securities,  this Agreement will terminate without liability to
the  nondefaulting  Underwriter  or the  Province.  In the event of a default by
either of the  Underwriters  as set forth in this  Section 10, the Closing  Date
shall  be  postponed  for  such  period,   not  exceeding  seven  days,  as  the
Underwriters  shall  determine  in  order  that  the  required  changes  in  the
Registration  Statement and the Final  Prospectus  or in any other  documents or
arrangements may be effected.  Nothing contained in this Agreement shall relieve
any defaulting  Underwriter  of its  liability,  if any, to the Province and the
nondefaulting Underwriter for damages occasioned by its default hereunder.

     11.  Termination.  This  Agreement  shall be subject to  termination in the
absolute discretion of the Underwriters or the Province,  by notice given to the
Province or the Underwriters,  as the case may be, prior to delivery and payment
for the  Securities,  if prior to that time,  there shall have  occurred  such a
change in national or international financial,  political or economic conditions
or  currency  exchange  rates or  exchange  controls  which,  in the  reasonable
judgment of the  Underwriters  or the Province,  as the case may be, is material
and adverse and such  changes,  singly or together  with any other such  change,
makes it, in the reasonable judgment of the Underwriters or the Province, as the
case may be,  impracticable  to market  the  Securities  on the terms and in the
manner   contemplated  in  the  Final  Prospectus.   Notwithstanding   any  such
termination,  the  provisions  of Sections 9, 12, and 15 hereof  shall remain in
effect.

     12.  Representations and Indemnities to Survive. The respective agreements,
representations,  warranties,  indemnities and other  statements of the Province
and of the  Underwriters  set forth in or made pursuant to this  Agreement  will
remain in full force and effect,  regardless of any investigation  made by or on
behalf of the Underwriters or the Province or any of the officers,  directors or
controlling  persons referred to in Section 9 hereof,  and will survive delivery
of and payment for the Securities.

     13. Notices. All communications  hereunder will be in writing and effective
only on receipt,  and, if sent to the Underwriters,  will be mailed,  delivered,
telecopied or telegraphed and confirmed to them care of RBC Dominion  Securities
Corporation,  One Liberty Plaza, 2nd Floor, New York, New York, 10006-1404, USA,
attention: Liz Garvey (Telecopier No. 212-428-3018) or, if sent to the Province,
will be mailed,  delivered,  telecopied or telegraphed  and confirmed at Ontario
Financing Authority,  One Dundas Street West, Suite 1400, Toronto,  Ontario, M5G
1Z3,  attention:  Executive Director,  Capital Markets Division  (Telecopier No.
416-325-8111).

     14. Successors and Assigns. This Agreement will enure to the benefit of and
be binding upon the parties hereto and their respective successors and permitted
assigns  and the  officials  and  controlling  persons  referred to in Section 9
hereof, and no other person will have any right or obligation hereunder. Neither
this  Agreement nor any interest or obligation in or under this Agreement may be
assigned by the  Underwriters  without the prior written consent of the Province
or by the Province without the prior written consent of the Underwriters.

     15.  Governing  Law.  This  Agreement  will be governed by and construed in
accordance  with the laws of the  Province  of  Ontario  and the laws of  Canada
applicable in Ontario.

     16.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts  (including  counterparts  by facsimile) and when a counterpart has
been executed by each party hereto all such  counterparts  taken  together shall
constitute one and the same agreement.

     17.  Advertisements.  All  advertisements of the issue of the Securities or
publication  of such formal  notice as may be required by the rules of the Stock
Exchange in connection  with the listing of the securities on the Stock Exchange
shall be published in a form or forms and manner to which the Province  consents
in writing  prior to the date of  publication.  The  Province  may  withhold its
consent  in  its  discretion  regarding  the  use  of any  symbol  in  any  such
advertisement and the publication in which such advertisement is to appear.

     18. Time of the Essence. Time shall be of the essence in this Agreement.

     19.  Representation  of  Underwriters.  In  all  dealings  hereunder,  each
Underwriter  shall,  and has all  necessary  authority  to, act on behalf of the
other  Underwriter,  and the Province shall be entitled to act and rely upon any
statement,  request,  notice or agreement given by the Underwriters,  jointly or
individually, on behalf of any of the Underwriters.






     If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to us the  enclosed  duplicate  hereof,  whereupon  this
letter  and your  acceptance  shall  represent  a  binding  agreement  among the
Province and the Underwriters.

                                      Very truly yours,
                                      Province of Ontario

                                      By:    /s/ Gadi Mayman
                                         ---------------------------------------
                                         Name:       Gadi Mayman
                                         Title:      Executive Director
                                                     Capital Markets Division
                                                     Ontario Financing Authority





The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Merrill Lynch, Pierce Fenner & Smith
               Incorporated

By:    /s/ N. J. Kennan
     -----------------------------------
     Authorized Signatory


RBC Dominion Securities Corporation

By:    /s/ Simon Ling
     -----------------------------------
     Authorized Signatory












                                   SCHEDULE I
                                   ----------

Underwriting Agreement dated as of February 10, 2003

          Underwriters: As listed on Schedule II

          Fiscal Agency Agreement: Fiscal Agency Agreement dated as of September
               17,  2002  between  the  Province  of Ontario and The Bank of New
               York, as Fiscal Agent, as supplemented by the First  Supplemental
               Agreement   dated  as  of  October   28,   2002  and  as  further
               supplemented  by the Second  Supplemental  Agreement  dated as of
               February 18, 2003.

Title, Purchase Price and Description of Securities

          Title: 3.50% Bonds due September 17, 2007

          Aggregate principal amount: U.S.$250,000,000

          Ranking: The Bonds will  constitute  a further  issuance  of,  will be
               fungible with and  consolidated and form a single series with the
               U.S.$500,000,000  aggregate  principal  amount of 3.50% Bonds due
               September   17,   2007   issued   September   17,  2002  and  the
               U.S.$250,000,000  aggregate  principal  amount of 3.50% Bonds due
               September 17, 2007 of the Province issued on October 28, 2002.

          Denomination: U.S.$1,000 and integral multiples thereof

          Aggregate  price  to  public:   101.296%  plus  accrued   interest  of
               U.S.$3,670,138.89 from and including September 17, 2002 up to but
               excluding  February 18, 2003, and accrued  interest from February
               18, 2003 if settlement occurs after that date

          Purchase price (include  accrued  interest or  amortization,  if any):
               101.196%  plus  accrued  interest of  U.S.$3,670,138.89  from and
               including  September  17, 2002 up to but  excluding  February 18,
               2003,  and accrued  interest from February 18, 2003 if settlement
               occurs after that date

          Underwriting discount: 0.10%

          Maturity: September 17, 2007

          Interest rate: 3.50%

          Interest  payment  dates:  Interest  will  be  payable  in  two  equal
               semi-annual installments in arrears on March 17 and September 17,
               commencing March 17, 2003.

          Redemption provisions:  The Securities will not be redeemable prior to
               maturity  unless  specified   events  occur  involving   Canadian
               taxation

          Withholding Taxes: Principal of and interest on the Securities will be
               payable without withholding or deduction for Canadian withholding
               taxes to the extent described in the Final Prospectus

          Sinking fund provisions: None

          Other provisions: None

          Pre-Closing Date, Time and Location:  February 14, 2003 at the offices
               of Shearman & Sterling, Toronto

          Closing Date,  Time  and  Location:  February  18,  2003 at 9:00  a.m.
               Toronto time,  upon crediting the  Securities  through DTC to the
               Underwriters  after  receipt  by  the  Province  of  the  payment
               therefor, at the offices of Shearman & Sterling, Toronto







                                   SCHEDULE II
                                   -----------



                                                                Principal Amount
                                                                of Securities to
Underwriter                                                     be Purchased
-----------                                                     ------------

Merrill Lynch, Pierce Fenner & Smith                            U.S.$125,000,000
               Incorporated
RBC Dominion Securities Corporation                                  125,000,000
                                                         -----------------------
         Total                                                  U.S.$250,000,000
                                                         =======================










                         OPINION OF LEGAL COUNSEL


Ministry of the                Ministere du
Attorney General               Procureur général

Legal Services Branch          Direction des services juridiques
Ministry of Finance            Ministere des Finances

[ONTARIO LOGO OMITTED]

7 Queen's Park Cres. East      7 Queen's Park Cres. est
Frost Building South           Edifice Frost sud
5th Floor, Room 515            5e etage, bureau 515
Toronto ON M7A 1Y7             Toronto ON M7A 1Y7

Telephone: (416) 325-1456      Telephone:   (416) 325-1456
Facsimile: (416) 325-1460      Telecopieur: (416) 325-1460
                                                                Februay 18, 2003



The Honourable Janet Ecker
Minister of Finance
7 Queen's Park Crescent East
7th Floor, Frost Building South
Toronto, Ontario
M7A 1Y7

Dear Minister:

Subject:          Province of Ontario Issue of U.S. $250,000,000
                  3.50% Bonds due September 17, 2007
                                                                                

     I am counsel to the Province of Ontario (the "Province") in connection with
the issue of 3.50% Bonds due September 17, 2007 of the Province in the aggregate
principal amount of U.S. $250,000,000 (the "Bonds") and the sale of the Bonds by
the  Province   pursuant  to  an  underwriting   agreement  (the   "Underwriting
Agreement")  dated  as  of  February  10,  2003,  among  the  Province  and  the
Underwriters named therein.

     This  opinion  is  being  delivered  pursuant  to  paragraph  7(b)  of  the
Underwriting  Agreement.  Terms  used  but not  defined  herein  shall  have the
meanings ascribed thereto in the Underwriting  Agreement.  In this opinion,  the
term "Second  Additional Global Bond" shall have the meaning ascribed thereto in
the Second Supplemental Agreement (as defined below).

     I have examined originals or copies,  certified or otherwise  identified to
my satisfaction, of the following:

     (a)  the Underwriting Agreement;

     (b)  a fiscal agency  agreement  (the "Original  Fiscal Agency  Agreement")
          dated as of  September  17, 2002  between the Province and The Bank of
          New York (the "Registrar"), including the form of global bond appended
          thereto;

     (c)  a first supplemental agreement to the Original Fiscal Agency Agreement
          (the  "First  Supplemental  Agreement")  dated as of October  28, 2002
          between  the  Province  and the  Registrar  made  supplemental  to the
          Original  Fiscal  Agency  Agreement  including  the form of the  First
          Additional Global Bond appended thereto;

     (d)  a  second  supplemental   agreement  to  the  Original  Fiscal  Agency
          Agreement (the "Second  Supplemental  Agreement") dated as of February
          18, 2003 between the Province and the





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          Registrar made  supplemental to the Original  Fiscal Agency  Agreement
          (the Original  Fiscal Agency  Agreement,  as supplemented by the First
          Supplemental  Agreement  and by the Second  Supplemental  Agreement is
          referred to herein as the "Fiscal  Agency  Agreement")  including  the
          form of the Second Additional Global Bond appended thereto;

     (e)  the  supplemented  form of prospectus  of the Province,  including the
          Basic Prospectus as so supplemented and the documents  incorporated by
          reference  therein,  dated  February 10, 2003 relating to the offering
          and sale of the Bonds (the "Final Prospectus");

     (f)  the Financial Administration Act (Ontario);

     (g)  the Capital Investment Plan Act, 1993 (Ontario);

     (h)  the Interpretation Act (Ontario);

     (i)  the Proceedings Against the Crown Act (Ontario);

     (j)  the Currency Act (Canada);

     (k)  a certified copy of the Order of the Lieutenant Governor in Council of
          the Province of Ontario  numbered O.C.  1389/2002  dated June 26, 2002
          made  pursuant to the  Financial  Administration  Act, ( the "Order in
          Council") authorizing the issue and sale of the Bonds;

     (l)  a  certificate  of the  Province  dated  February  18,  2003 as to the
          incumbency of certain representatives of the Province;

     (m)  a certificate  of the Province dated February 18, 2003 relating to the
          borrowing authority remaining under the Order in Council;

     (n)  a written  order of the  Province  to the  Registrar  relating  to the
          authentication and delivery of the Second Additional Global Bond; and

     (o)  the Second Additional Global Bond dated February 18, 2003, executed by
          and sealed on behalf of the Province.

     I have also examined such  certificates of public  officials and such other
certificates, documents and records and such matters of law as I have considered
necessary as a basis for or relevant to the opinions hereinafter expressed.

     For the  purposes  of this  opinion,  I have  assumed,  with  regard to all
documents examined by me, the genuineness of all signatures, the authenticity of
all  documents  submitted to me as  originals  and the  conformity  to authentic
original  documents of all documents  submitted to me as  certified,  conformed,
telecopies or photostatic  copies. I have also assumed,  for the purposes of the
opinions expressed in paragraphs 1 to 5 below, the due execution and delivery of
all agreements by the parties thereto other than the Province.

     This opinion is based upon  legislation as in effect on the date hereof and
is limited to the laws of the Province of Ontario and the federal laws of Canada
applicable in Ontario.  I have assumed that,  insofar as any obligation is to be
performed in any  jurisdiction  outside  Ontario,  its  performance  will not be
illegal or




                                      - 3 -

ineffective by virtue of the laws of that jurisdiction.

     I have also assumed  that,  for the  purposes of the opinions  expressed in
paragraphs 1 and 9 below,  each  Underwriter,  and each of its  affiliates  that
participates in the initial  distribution  of the bonds in Ontario,  will at all
times  comply with the selling  restrictions  specified  in Section  6(d) of the
Underwriting  Agreement  as they  relate  to  Ontario  and  have  relied  on the
undertaking of the Underwriters in this regard.

     The opinions  given in paragraphs 1, 2, 3, 4, 5, 8 and 11 below are subject
to the following limitations and qualifications:

     (A)  the enforceability of Underwriting Agreement may be limited by general
          equitable principles;

     (B)  the availability of equitable remedies is in the discretion of a court
          of competent jurisdiction (subject to further qualifications below);

     (C)  pursuant  to the  Currency  Act  (Canada) a judgment by a court of the
          Province  of Ontario  must be awarded in  Canadian  currency  and such
          judgment  may be based on a rate of  exchange  in  existence  on a day
          other than the day of payment;

     (D)  a court of the  Province of Ontario may refuse to enforce any right of
          indemnity  or  contribution  under the  Underwriting  Agreement to the
          extent such is found to be contrary to public policy,  as that term is
          understood  under the laws of the  Province of Ontario and the laws of
          Canada applicable in Ontario; and

     (E)  a court of the  Province  of Ontario  may not  against Her Majesty the
          Queen in right of Ontario:

          (i)  grant an injunction or make an order for specific performance,

          (ii) make an  order  for  recovery  or  delivery  of real or  personal
               property, or

          (iii)issue  execution or attachment or process in the nature  thereof,
               other than garnishment in certain limited circumstances.

          Subject to the foregoing, I am of the opinion that:

     (1)  The  Underwriting  Agreement  has been duly  authorized,  executed and
          delivered by the Province in accordance  with the laws of the Province
          and the Order in Council,  and constitutes a legal,  valid and binding
          agreement of the Province enforceable in accordance with its terms.

     (2)  The  Original  Fiscal  Agency  Agreement  has  been  duly  authorized,
          executed and delivered by the Province in accordance  with the laws of
          the Province and the Order in Council and  constitutes a legal,  valid
          and binding  agreement of the Province  enforceable in accordance with
          its terms.

     (3)  The First  Supplemental  Agreement has been duly authorized,  executed
          and  delivered  by the  Province  in  accordance  with the laws of the
          Province and the Order in Council,  and constitutes a legal, valid and
          binding  agreement of the Province  enforceable in accordance with its
          terms.





                                      - 4 -

     (4)  The Second Supplemental  Agreement has been duly authorized,  executed
          and  delivered  by the  Province  in  accordance  with the laws of the
          Province and the Order in Council,  and constitutes a legal, valid and
          binding  agreement of the Province  enforceable in accordance with its
          terms.

     (5)  The  Bonds  and the  Second  Additional  Global  Bond  have  been duly
          authorized,  and the  Second  Additional  Global  Bond has  been  duly
          executed by and sealed on behalf of the  Province in  accordance  with
          the laws of the Province and the Order in Council and, when the Second
          Additional  Global  Bond  is  authenticated  in  accordance  with  the
          provisions of the Fiscal  Agency  Agreement and delivered and paid for
          by the Underwriters  pursuant to the Underwriting  Agreement,  it will
          constitute  a legal,  valid and binding  obligation  of the  Province,
          enforceable in accordance with its terms.

     (6)  The Bonds  constitute a further  issuance of, and will be consolidated
          and form a single  series with the U.S.  $750,000,000  3.50% Bonds due
          September 17, 2007, that were issued on September 17, 2002 and October
          28, 2002.

     (7)  The statements in the Final Prospectus under the headings "Description
          of Debt Securities and Warrants - Canadian Income Tax  Considerations"
          and  "Taxation - Canadian  Taxation",  are  accurate  in all  material
          respects, subject to the qualifications therein stated.

     (8)  The payment of principal of and interest on the Bonds will be a charge
          on and payable out of the Consolidated Revenue Fund of the Province of
          Ontario (as defined in the Financial Administration Act).

     (9)  No  authorization,   consent,   waiver  or  approval  of,  or  filing,
          registration,   qualification  or  recording  with,  any  governmental
          authority  of the  Province  of  Ontario or of Canada is  required  in
          connection  with  the  execution,  delivery  and  performance  by  the
          Province of the  Underwriting  Agreement,  the Original  Fiscal Agency
          Agreement,  the First Supplemental Agreement,  the Second Supplemental
          Agreement,  or the sale of the  Bonds by the  Province  in the  manner
          contemplated in the Underwriting  Agreement and the Final  Prospectus,
          except for the Order in Council which has been obtained.

     (10) No stamp or other  similar  duty or levy is payable  under the laws of
          the  Province  of  Ontario  or the laws of  Canada  applicable  in the
          Province in connection with the execution, delivery and performance by
          the Province of the Underwriting Agreement, the Original Fiscal Agency
          Agreement,  the  First  Supplemental  Agreement,  Second  Supplemental
          Agreement,  or in  connection  with the issue and sale of the Bonds by
          the Province in the manner contemplated in the Underwriting  Agreement
          and the Final Prospectus.

     (11) Her Majesty the Queen in right of Ontario may be sued in the courts of
          the  Province of Ontario  with regard to any claims  arising out of or
          relating to the obligations of the Province under the Bonds. No law in
          the Province of Ontario requires the consent of any public official or
          authority  for suit to be brought or judgment  to be obtained  against
          Her Majesty  the Queen in right of Ontario  arising out of or relating
          to the obligations of the Province under the Bonds,  though in certain
          circumstances prior notice and particulars of a claim must be given to
          Her Majesty the Queen in right of  Ontario.  An amount  payable by Her
          Majesty the Queen in right of Ontario under an order of a court of the
          Province of Ontario that is final and not subject to appeal is payable
          out of the Consolidated Revenue Fund of the Province





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          of Ontario pursuant to the Proceedings Against the Crown Act.

     By reason of the matters  aforesaid,  I hereby advise that each of the said
Bonds of the Province is not  inconsistent  with any  overriding law in force in
the  Province  and that there is no  requirement  of the law  applicable  in the
Province which has not been met or fulfilled.

     This opinion may be delivered to the  Underwriters  who may rely thereon in
connection with the transactions  contemplated under the Underwriting  Agreement
to the same extent as if such opinion were  addressed to them In this regard,  I
wish to call to the attention of the Underwriters  that,  pursuant to section 43
of the Financial  Administration  Act,  where, in the opinion of the Minister of
Finance of Ontario,  a person is indebted to the Crown in right of Ontario or in
right of Canada or any  agency of the Crown in any  specific  sum of money,  the
Minister has the  discretion  to retain by way of  deduction or set-off,  out of
money that is due and payable by the  Province to that  person,  such sum as the
Minister  considers  fit  in  the  circumstances  to  be  applied  against  such
indebtedness of that person.

     I consent to the  inclusion of this  opinion in a Form 18-K/A  amendment to
the  Province's  annual  report on Form 18-K for the year ended March 31,  2002,
which annual report is incorporated by reference into Registration Statement No.
333-84746 filed with the Securities and Exchange Commission of the United States
of America.

                                                        Yours truly,



                                                        /s/ Kristina Knopp      
                                                        Kristina Knopp
                                                        Legal Counsel
                                                        Legal Services Branch
                                                        Ministry of Finance







                         V. SCHEDULE OF EXPENSES



     It is estimated  that the expenses of the Province of Ontario in connection
with the sale of the Bonds will be as follows:


Securities and Exchange Commission fee.......................U.S.  $   16,100.00

Printing and Engraving expenses....................................$   15,000.00

Fiscal Agent, Paying Agent and
DTC Custodian fees and expenses....................................$   25,850.00

Legal fees and expenses............................................$   30,000.00

Rating Agency fees and expenses....................................$    6,286.32

Listing Agent fees and expenses....................................$   15,000.00

Depository fees and expenses................................................0.00

Underwriters' expense reimbursement.........................................0.00

T0TAL                                                         U.S.  $ 108,236.32
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