exv4w2



 




Exhibit 4.2



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) TO PROVINCE OF MANITOBA 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 TRUST COMPANY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.


PROVINCE OF MANITOBA




	 	 	 	 	 
	REGISTERED	 	
2.75% Global Debentures Series EU due 2006
	 	CUSIP No. 563469EV3
	No. EU-1	 	 	 	 



Issue of 2.75% Global Debentures Series EU of Province of Manitoba in the

Principal Amount of Three Hundred and Fifty Million Dollars (U.S.$350,000,000) in Lawful Money

of the United States of America Payable on January 17, 2006


     PROVINCE OF MANITOBA (hereinafter called the “Province”), for value
received, hereby promises to pay to Cede & Co., as nominee of The Depository
Trust Company (the “Depositary”), or registered assigns, on the 17th day of
January, 2006, the principal sum of three hundred and fifty million dollars
(U.S.$350,000,000) in lawful money of the United States of America upon
presentation and surrender of this Global Debenture at the office of Citibank,
N.A. in the Borough of Manhattan, The City of New York, State of New York,
United States of America, and to pay interest thereon in like money at the
office of Citibank, N.A. from the 12th day of December, 2002 or the last date
to which interest has been paid or duly provided for, whichever is later, such
interest to be payable semi-annually at the rate of two and three-quarters per
centum (2.75%) per annum on the 17th day of January and on the 17th day of July
in each year, commencing on July 17, 2003 (each such date being an “Interest
Payment Date”) until payment of the principal of this Global Debenture shall
have been made or duly provided for.


     Interest on this Global Debenture shall be forwarded or caused to be
forwarded by the Province to the order of the registered owner of this Global
Debenture at the office of Citibank, N.A. in the Borough of Manhattan, The City
of New York, State of New York, United States of America. Any such interest
will be paid to the person in whose name this Global Debenture is registered at
the close of business on the 2nd day of January or July (each such date being a
“Regular Record Date”), as the case may be, next preceding the relevant
Interest Payment Date. The registered owner hereof or his legal personal
representatives will be regarded as exclusively entitled to the principal
moneys hereby secured.


     The Debentures of this issue (hereinafter called the “Debentures”) are
issued in the form of one or more Global Debentures and rank pari passu with
all other debentures, bonds and notes constituting general obligations of the
Province without any preference granted by the Province one above the other by
reason of priority of date of issue, currency of payment or otherwise.


     This Global Debenture is not subject to redemption prior to maturity at
the option of the holder hereof or the Province.


 






 


     The principal of this Global Debenture and the interest thereon are free
from all or any taxes, duties, charges or impositions now or hereafter imposed
by the Government of Manitoba or by any taxing authority in Manitoba under the
jurisdiction of the Legislature of the Province, so long as the registered
owner of this Global Debenture is not a resident of or domiciled within the
Province of Manitoba.


     The principal of and interest on the Debentures shall be paid to any
registered owner, who as to Canada or any province, political subdivision or
taxing authority therein or thereof is a non-resident, without deduction for or
on account of any present taxes or duties of whatsoever nature, imposed or
levied by or within Canada, or any province, political subdivision or taxing
authority therein or thereof. If the Province shall be required to withhold
any taxes or duties from any payments due under the Debentures, the Province
shall pay such additional amounts (the “Additional Amounts”) as may be
necessary in order that every net payment of the principal of and interest on
the Debentures to any such registered owner will be not less than the amount
provided for in the Debentures. The Province shall not, however, have any
obligation to pay such Additional Amounts on account of any such taxes or
duties to which any registered owner is subject otherwise than by reason of his
ownership of Debentures or the receipt of income therefrom or which become
payable as a result of any Debenture being presented for payment on a date more
than thirty days after the date on which the same becomes due and payable, or
the date on which payment thereof is duly provided for, whichever is later.


     In the event that (a) the Province shall default in the payment of any
principal of, or interest on, any indebtedness for borrowed money as and when
the same shall be due and payable, and such default shall continue for a period
of fifteen (15) days, or (b) default shall be made in the due performance or
observance by the Province of any covenant or agreement contained in the
Debentures or in the Order of the Lieutenant Governor in Council of the
Province pursuant to which the Debentures were issued, and such default shall
continue for a period of sixty (60) days (each such event being an “Event of
Default”), then at any time thereafter and during the continuance of such
default the registered owner of any Debentures (or its proxy) may deliver or
cause to be delivered to the Minister of Finance of the Province at his office
in the City of Winnipeg, Province of Manitoba, Canada, a written notice that
such owner elects to declare all or a portion of the principal amount of the
Debentures held by him (the serial number or numbers of the Global Debentures
which represent such Debentures and the principal amount of the Debentures
owned by him and the subject of such declaration being set forth in such
notice) to be due and payable, and on the thirtieth (30th) day after such
notice shall be so delivered to the Minister of Finance, the principal amount
of the Debentures referred to in such notice plus accrued interest thereon
shall become due and payable at the place for payment herein specified, unless
prior to that time all such defaults theretofore existing shall have been
cured.


     The Province will cause to be kept at the office of Citibank, N.A. in the
Borough of Manhattan, The City of New York, State of New York, United States of
America, a register or registers in which shall be entered the names and
addresses of the owners of Debentures of this issue and particulars of the
Debentures held by them, respectively, and in which transfers of Debentures may
be registered.


     This Debenture is a Global Debenture registered in the name of a nominee
of the Depositary. This Global Debenture is exchangeable for Debentures
registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances hereinafter described. Unless and until it
is exchanged in whole or in part for certificated Debentures in


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definitive form, this Global Debenture may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary.


     The Debentures represented by this Global Debenture are exchangeable for
certificated Debentures in definitive form of like tenor as such Debentures in
denominations of U.S.$1,000 and integral multiples thereof only if (i) the
Depositary notifies the Province that it is unwilling or unable to continue as
Depositary for this Global Debenture or if at any time the Depositary ceases to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Province in its discretion at any time determines not to have
all of the Debentures represented by the Global Debenture or (iii) an Event of
Default has occurred and is continuing. Any Debenture that is exchangeable
pursuant to the preceding sentence is exchangeable for certificated Debentures
issuable in authorized denominations and registered in such names as the
Depositary shall direct. Certificated Debentures in definitive form may be
presented at the office of Citibank, N.A. in The City of New York for
registration of transfer (accompanied by a written instrument of transfer in
form approved by the Province executed by the registered owner thereof or by
his duly authorized attorney or legal representative) or exchanged for other
fully registered Debentures of this issue for an equal aggregate principal
amount in any authorized denomination or denominations and bearing all
unmatured interest obligations, and principal thereof and interest thereon will
be payable at such office of Citibank, N.A., as paying agent, provided that
interest thereon may be paid by check mailed to the registered holders of the
Debentures. Subject to the foregoing this Global Debenture is not
exchangeable, except for a Global Debenture or Global Debentures of this issue
of the same principal amount to be registered in the name of the Depositary or
its nominee.


     Neither the Province nor any Registrar of the Debentures of this issue
shall be bound to see to the execution of any trust affecting the ownership of
any Debenture or be affected by notice of any equity that may be subsisting in
respect thereof.


     The Province shall not be required to make any exchanges, registrations or
transfers of Debentures of this issue within fifteen (15) days prior to an
Interest Payment Date.


     The Province agrees to make transfers and exchanges of Debentures of this
issue as aforesaid upon compliance by the Debenture owner with such reasonable
regulations as may be prescribed by the Province, and without any charge by the
Province therefor.


     This Global Debenture shall be governed by and construed in accordance
with the laws of the State of New York.


     This Global Debenture is issued under the authority of an Order of the
Lieutenant Governor in Council of the Province of Manitoba.


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     IN WITNESS WHEREOF, the Province has caused the seal of The Department of
Finance to be printed hereon and the signature of its Minister of Finance to be
affixed hereto and this Global Debenture to be duly countersigned by a person
appointed for that purpose by the Lieutenant Governor in Council.


Dated: December 12, 2002



	 	PROVINCE OF MANITOBA




	 	By: /s/ Greg Selinger          

       Minister of Finance



Countersigned by


CITIBANK, N.A.


By: /s/ Wafaa Orfy          

       Authorized Signatory



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