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Exhibit 4.2  


December 11, 2003 


Citibank,
N.A.,

111 Wall Street,

14th Floor, Zone 3,

New York, New York 10043. 



Dear
Sirs: 


        We
are addressing this letter to you in your capacity as Fiscal Agent under the Fiscal Agency Agreement dated May 30, 2002, between Québec and yourselves, as may be
amended or supplemented from time to time (the "Fiscal Agency Agreement"). 


        Pursuant
to the Fiscal Agency Agreement, you are authorized to authenticate and deliver Medium-Term Notes, Series A, Due Nine Months or More from Date of Issue of
Québec (the "Notes") up to U.S. $3,000,000,000 (or the equivalent thereof in other currencies or currency units) aggregate initial offering price at any one time outstanding
(including medium-term notes, Series A, issued by Québec pursuant to its Order in Council No. 691-99 dated June 16, 1999) upon receipt from
Québec of a telecopy of settlement information as set forth in the Amended and Restated Public Medium-Term Note Administrative Procedures for Fixed and Floating Rate Notes,
dated as of December 11, 2003. The Notes shall be substantially in the form as set forth in Exhibits A ("Fixed Rate Notes"), B ("Floating Rate Notes"), C ("Global Security representing
Fixed Rate Notes") and D ("Global Security representing Floating Rate Notes") hereto. The Notes shall be duly executed by the proper representatives of Québec and delivered to you from
time to time, as provided in the Fiscal Agency Agreement. The Notes shall be delivered outside Québec. The Notes to be authenticated and delivered by you shall be in such denominations
and contain such other terms as are specified in said settlement information. 





 

        Please
acknowledge your receipt of this Order by signature below. By such acknowledgement, you undertake to perform such duties and only such duties as are specifically set forth in the
Fiscal Agency Agreement and in the aforesaid Administrative Procedures. 



	 	 	 	 	Yours truly,



QUÉBEC




	 	 	By:	 	/s/  MICHEL ROBITAILLE      
 Name: Michel Robitaille

Title: Delegate General of Québec in New York





Acknowledged: 



	CITIBANK, N.A.



	 	 
	By:	 	/s/  CITIBANK, N.A.      
 Name:

Title:	 	 




2






  



EXHIBIT A



	REGISTERED	 	REGISTERED
	No. FXR	 	$




 
 

QUÉBEC
  MEDIUM-TERM NOTE
  SERIES A
  (Fixed Rate)    
    


        Issue of up to U.S.$3,000,000,000 Medium-Term Notes, Series A (or the equivalent thereof in other currencies), Due Nine Months or More
from Date of Issue. 



        The
following summary of terms is subject to the information set forth on the reverse hereof. 



PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

ISSUE DATE:

INTEREST RATE:

INTEREST PAYMENT DATE(S):

RECORD DATE(S):

STATED MATURITY:

EXCHANGE RATE AGENT:

REDEMPTION DATE(S):

MINIMUM DENOMINATION TO BE REDEEMED (IF OTHER THAN U.S.$1,000):

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT DATE(S):

MINIMUM DENOMINATION TO BE REPAID (IF OTHER THAN U.S.$1,000):

ORIGINAL ISSUE DISCOUNT SECURITY:

        TOTAL AMOUNT OF OID:

        YIELD TO MATURITY:

        INITIAL ACCRUAL PERIOD OID:

OTHER PROVISIONS:




        QUÉBEC, for value received, hereby promises to pay to
                                         
        or
registered assigns, the Principal Amount specified above (any currency other than U.S. dollars being hereinafter referred to as a "Foreign Currency") at the Stated Maturity specified above and
to pay interest thereon at a rate per annum equal to the Interest Rate specified above until the principal hereof is paid or duly made available for payment. Interest on this Note will accrue from,
and including, the immediately preceding Interest Payment Date specified above in respect of which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date
specified above to, but excluding, the next succeeding Interest Payment Date or, in respect of any part of the Principal Amount due on a Maturity Date (as defined below), such Maturity Date, as the
case may be. Except as provided herein, Québec will pay interest on the Interest Payment Date(s) specified above and in respect of any part of the Principal Amount due on a Maturity
Date, on such Maturity Date commencing on the first Interest Payment Date next succeeding the Issue Date, unless the Issue Date occurs between a Record Date (as defined below) and the Interest Payment
Date to which such Record Date pertains, in which case commencing on the Interest Payment Date following the next succeeding Record Date to the Holder (as defined below) on such next succeeding Record
Date. 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 Note (or one or more predecessor Notes) is
registered (the "Holder") in the register of the names and addresses of Holders of Notes (the "Note Register") maintained by Québec at the corporate trust office of the Fiscal Agent (as
defined on the reverse hereof) at the close of business on the date fifteen calendar days prior to an Interest Payment Date (whether or not a Business Day (as defined on the reverse hereof)) (a
"Record Date"); provided, however, that interest payable on a Maturity Date will be payable to the person to whom the part of the Principal Amount due
on such Maturity Date shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the
person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Fiscal
Agent, notice whereof shall be given to Holders of Notes of this series not less than ten days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Note may be listed, and upon such notice as may be required by such exchange. 


A-1





 

        Upon
presentation of this Note on a Maturity Date at the corporate trust office of the Fiscal Agent maintained for that purpose in The City of New York, or at such other office or
agency of Québec maintained by it in The City of New York for the purpose of making such payments, payment of the principal of this Note and premium, if any, and interest due on
such Maturity Date will be made to the Holder of this Note on such Maturity Date in immediately available funds or, if such payment is to be made in a Foreign Currency, by wire transfer to a bank
account maintained by the Holder hereof, as designated by the Holder of this Note as provided on the reverse hereof. Payments of interest, other than on a Maturity Date, on this Note are to be made by
wire transfer to the Holder's bank account, as designated by the Holder of this Note as provided on the reverse hereof. A Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes
(whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than on a Maturity Date, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Fiscal Agent not less than ten days prior to the applicable Interest Payment Date. As more fully provided on the reverse hereof,
payment of the principal of and premium, if any, and interest on this Note 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 or private debts, unless the Specified Currency indicated above is a Foreign Currency (a "Foreign Currency Note"), in which case payment shall be made in such Foreign Currency. 


A-2





 

        REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE. 


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


A-3





 

SIGNED
ON BEHALF OF QUÉBEC. 



	 	 	 
	Dated:
                                         
       	 	 
	 	 	 
	 	 	 
	 	 	
 Authorized Official





FISCAL AGENT'S CERTIFICATE

OF AUTHENTICATION


This
is one of the Notes referred to in the

within-mentioned Fiscal Agency Agreement. 


CITIBANK, N.A., as Fiscal Agent 



	 	 	 
	 	 	 
	
 Authorized Officer	 	 




A-4





 
 
 

QUÉBEC
  MEDIUM-TERM NOTE
  SERIES A
  FIXED RATE    
    



General  


This
Note is one of a duly authorized issue of Medium-Term Notes, Series A (the "Notes"), Due Nine Months or More from Date of Issue, as selected by the purchaser and agreed to by
Québec. The Notes are issuable in a single series under a fiscal agency agreement, dated as of May 30, 2002, as may be amended or supplemented from time to time (the "Fiscal
Agency Agreement"), among Québec and Citibank, N.A., as fiscal agent (the "Fiscal Agent", which term shall include, unless the context otherwise requires, its successors and assigns),
in an aggregate initial offering price of up to U.S.$3,000,000,000 at any one time outstanding, or the equivalent thereof in other currencies at the Market Exchange Rate (as defined below) on the
applicable settlement dates in the case of Notes denominated in a Foreign Currency. The foregoing limit, however, may be increased by Québec if in the future it determines that it may
wish to sell additional Notes. The Fiscal Agency Agreement may be amended or supplemented from time to time in accordance with the terms thereof, but any such amendment or supplement will not affect
the rights of the Holder hereunder. 


As
used herein, "Maturity Date", when used with respect to this Note, means the date on which the Principal Amount of this Note or any part thereof becomes due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise. 


Payments  



 General  




Interest
payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. For purposes of disclosure under the Interest Act (Canada),
the yearly rate of interest which is equivalent to the rate of interest payable on this Note is the Interest Rate specified on the face hereof multiplied by the number of days in the year and divided
by 360. 


In
the case where an Interest Payment Date or a Maturity Date does not fall on a Business Day, any payment of principal, premium or interest otherwise payable on such day need not be made on such day,
but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity Date and no interest shall accrue for the period from and after
such Interest Payment Date or Maturity Date to such next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or executive order to close in The City of New York; provided, however, that (i) with respect to Foreign Currency
Notes the payment of which is to be made in a Foreign Currency other than euros, such day is also a day on which banking institutions are not authorized or required by law or executive order to close
in the Principal Financial Center of the country of the Foreign Currency; and (ii) with respect to Foreign Currency Notes the payment of which is to be made in euros, such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system, or any successor system, is open for business. 


A-5





 

"Principal
Financial Center", as used for the purpose of the definition of "Business Day", shall be the capital city of the county of the applicable Foreign Currency, except that with respect to
Canadian dollars, euros and Swiss francs, the Principal Financial Center shall be Montréal, Brussels and Zurich, respectively. 



 Original Issue Discount Note  




If
this Note is designated on the face hereof as an Original Issue Discount Note, then, notwithstanding anything to the contrary contained in this Note, upon the redemption, repayment or acceleration
of the Stated Maturity of this Note there shall be payable, in lieu of the Principal Amount due at the Stated Maturity hereof, an amount equal to the Amortized Face Amount of this Note. The "Amortized
Face Amount" shall be the amount equal to (i) the Issue Price (as defined below) of this Note, plus (ii) that portion of the difference between the Issue Price and the Principal Amount
of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with generally accepted United States bond yield computation principles) at the
date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount exceed the Principal Amount of this Note. As used in the previous sentence "Issue Price" means
the Principal Amount of this Note less the Total Amount of OID of this Note specified on the face hereof and the "Stated Yield" of this Note means the Yield to Maturity specified on the face hereof
(or if not so specified, the Yield to Maturity compounded semi-annually and computed in accordance with generally accepted United States bond yield computation principles) for the
period from the Issue Date of this Note to the Stated Maturity hereof on the basis of its Issue Price and Principal Amount. 



 Foreign Currency Payments  




If
this Note is a Foreign Currency Note, the principal and premium, if any, and interest on this Note are payable by Québec in the Foreign Currency shown on the face hereof. 


A-6





 

Payment
of principal and premium, if any, and interest will be made in the Foreign Currency by wire transfer to the Holder's bank account and the Holder will not have the option to elect payment in
U.S. dollars. 


If
the Foreign Currency is not available for the payment of principal and premium, if any, and interest with respect to this Note due to the imposition of exchange controls or other circumstances
beyond the control of Québec, Québec will be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars (i) on
the basis of the Market Exchange Rate on the date of the payment, or (ii) if the Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate, or
(iii) as the case may be, as otherwise specified in "Other Provisions" on the face hereof. 


A-7





 

In
order for any Holder of this Note to receive payments of principal and premium, if any, and interest in the Foreign Currency by wire transfer, such Holder shall designate an appropriate bank
account by filing the appropriate information with the Fiscal Agent at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least sixteen days
prior to the applicable Maturity Date, as the case may be. The Fiscal Agent will, subject to applicable laws and regulations and until it receives notice to the contrary, make such payment and all
succeeding payments to such Holder by wire transfer to the designated account. If a payment cannot be made by wire transfer because the required information has not been received by the Fiscal Agent
on or before the requisite date, a notice will be mailed to the Holder of this Note at its registered address requesting such information and until such information has been received, no additional
interest will accrue. 


Québec
will pay all administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon such payments
will be borne by the Holder of this Note. 


The
"Market Exchange Rate" with respect to any Foreign Currency shall be the noon dollar buying rate in The City of New York for cable transfers for such Foreign Currency as certified for
customs purposes by the Federal Reserve Bank of New York. 



 Redemption at the Option of Québec  




If
one or more Redemption Dates (or ranges of such dates) is specified on the face hereof, this Note is subject to redemption upon not less than thirty days' and not more than sixty days' prior notice
by mail, on any such date (or during any such range) as a whole, or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face hereof (provided
that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of Québec, at the Redemption Price (as defined below)
together with accrued interest to the Redemption Date; but any interest payment due on an Interest Payment Date falling on or prior to the Redemption Date will be payable to the Holder hereof (or one
or more predecessor Notes) of record at the close of business on the Record Date pertaining to such Interest Payment Date. If applicable, the "Redemption Price" for any such redemption shall be equal
to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction specified on the face hereof, if applicable) multiplied by the portion of
the Principal Amount hereof (or, if this Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be redeemed; provided,
however, that in no event shall the Redemption Price be less than 100% of the portion of the Principal Amount hereof (or, if this Note is an Original Issue Discount Note, the
portion of the Amortized Face Amount hereof) to be redeemed. 


A-8





 

Notice
of redemption having been given as aforesaid, this Note (or the portion of the Principal Amount hereof so to be redeemed) shall, on the Redemption Date, become due and payable at the Redemption
Price herein specified, and from and after such date (unless Québec shall default in the payment of the Redemption Price and accrued interest) shall cease to bear interest. 


In
the case of any partial redemption at the election of Québec of Notes, the Notes of a particular tenor to be redeemed shall be selected by the Fiscal Agent not more than sixty days
prior to the Redemption Date by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions of the Principal Amount of Notes. In
the event of any redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof,
provided that such unredeemed portion shall be an authorized denomination for Notes of this series. 



 Repayment at the Option of Holder  




If
one or more Optional Repayment Dates (or ranges of such dates) is specified on the face hereof, this Note is subject to repayment on any such date (or during any such range) or, if such date is not
a Business Day, on the first Business Day following such date, as a whole or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face hereof
(provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of the Holder hereof at the Repayment Price (as defined below)
together with accrued interest thereon to the Optional Repayment Date, but any interest payment due on an Interest Payment Date falling on or prior to the Optional Repayment Date will be payable to
the Holder hereof of record at the close of business on the Record Date pertaining to such Interest Payment Date. Such election shall be effected by the Holder hereof delivering to
Québec at the corporate trust office of the Fiscal Agent in The City of New York not less than thirty nor more than sixty days prior to the date on which this Note is to be
repaid, or during such other notice period specified on the face hereof, a notice requesting such repayment in the form prescribed below and specifying the date upon which this Note is to be repaid.
Any notice given by a Holder pursuant to this paragraph shall
consist of this Note with the form entitled "Option to Elect Repayment" set forth of the end of this Note duly completed. Exercise of the repayment option by the Holder hereof will be irrevocable.
Unless otherwise specified on the face hereof, the "Repayment Price" for any such repayment shall be 100% of the portion of the Principal Amount hereof (or, if this Note is an Original Issue Discount
Note, the portion of the Amortized Face Amount hereof) to be repaid. 


A-9





 

Status of the Notes  


The
Notes shall rank equally among themselves and with the other debt securities of Québec outstanding on the date of this Note or issued hereafter. 


Form, Denomination and Registration  


The
Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof, or, in the case of Notes denominated in a Foreign
Currency, the equivalent in the Foreign Currency (rounded down to an integral multiple of 10,000 units of such Foreign Currency) or such larger amount in integral multiples of 10,000 units of such
Foreign Currency. The Fiscal Agent has been appointed registrar for the Notes, and Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of
New York a Note Register for the registration and transfer of Notes. 


This
Note may be transferred at the aforesaid office of the Fiscal Agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form approved by
Québec and duly executed by the Holder hereof in person or by the Holder's attorney duly authorized in writing, and thereupon the Fiscal Agent shall issue in the name of the transferee
or transferees, in exchange herefor, a new Note or Notes in an equal aggregate Principal Amount and in authorized denominations, subject to the terms and conditions set forth herein. 


The
Notes are exchangeable at said office for other Notes of like tenor in other authorized denominations and in an equal aggregate Principal Amount. All such exchanges of Notes will be free of
charge, but Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or
exchanges of Notes for a period of fifteen days preceding any Interest Payment Date. 


In
the event of any redemption of Notes at the election of Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Notes of like tenor
during a period beginning at the opening of business fifteen days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of
redemption, or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part. Following the
exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Note with respect to which such option
has been exercised. 


A-10





 

Events of Default  


In
the event that (i) Québec shall default in the payment of principal of or premium or interest on this Note as and when the same shall be due and payable, and such default
shall continue for a period of 45 days, or (ii) default shall be made in the due performance or observance by Québec of any covenant or agreement contained in the Notes,
other than the payment of principal, premium or interest, or in the Fiscal Agency Agreement, and such default shall continue for a period of 60 days, or (iii) Québec shall
default in the payment of any principal of or premium or interest on any indebtedness (direct or under a guarantee) for borrowed money, other than the Notes, as and when the same shall be due and
payable, and such default shall continue for a period of 45 days, provided that the foregoing shall not be taken into account so long as the
aggregate principal amount of all such indebtedness (direct or under a guarantee) for borrowed money with respect to which the foregoing has occurred does not exceed U.S.$50,000,000 (or its equivalent
in other currencies), then at any time thereafter and during the continuance of such default the Holder of this Note (or its proxy) may deliver or cause to be delivered to Québec (with
a copy to the Fiscal Agent) a written notice that such Holder elects to declare the principal of the Note or Notes held by him (the serial number or numbers and the denomination or denominations of
which shall be set forth in such notice) to be due and payable and, in the cases falling within either (i) or (iii) above, on the 15th day after delivery of such notice, or, in the cases
falling within (ii) above, on the 30th day after delivery of such notice, the principal of the Note or Notes referred to in such notice plus any premium and accrued interest thereon shall
become due and payable at the places for payment herein specified, unless prior to that time all such defaults theretofore existing shall have been cured. 


Modification  


The
Fiscal Agency Agreement contains provisions with respect to modifying or amending said Agreement either without notice to, or the consent of, the holder of any Note or with the approval of the
holders of Notes. 


Future Holders  



Any
action by the Holder of this Note shall bind all future Holders of this Note, and of any Note issued in exchange or substitution herefor or in place hereof, in respect of anything done or
permitted by Québec or by the Fiscal Agent in pursuance of such action. 


A-11





 

Notices  


All
notices to the holders of Notes will be published in English in New York, New York in The Wall Street Journal and in Toronto, Ontario
in The Globe & Mail and in French in Montréal, Québec in La Presse.
If at any time publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper, or, if in Québec, a French language newspaper,
with general circulation in the respective market regions as Québec, with the approval of the Fiscal Agent, 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. 



Office or Agency of Québec  


So
long as this Note shall be outstanding, Québec will maintain an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided
in The City of New York, and an office or agency in The City of New York for the registration, transfer and exchange as aforesaid of the Notes. Québec may designate other
agencies for the payment of said principal and premium, if any, and interest at such place or places (subject to applicable laws and regulations) as Québec may decide. So long as there
shall be a Fiscal Agent, Québec shall keep the Fiscal Agent advised of the names and locations of such agencies, if any are so designated. 



No
recourse under or upon any covenant contained in this Note or because of the creation of the indebtedness represented hereby shall be had against any official or other representative, past, present
or future, as such, of Québec whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood
that this Note is solely the obligation of Québec and that no personal liability whatsoever shall attach to or be incurred by any such officials or other representatives, as such,
because of the execution of this Note. 


Prescription  


Under
current Québec law, Québec's obligation to make any payment on the Notes shall be extinguished three years after the date such payment is due unless the right to
such payment is judicially exercised prior to the expiration of such three-year period. 


A-12





 

Governing Law  


The
Notes shall be construed in accordance and governed by the laws of Québec and the laws of Canada applicable therein. 


Québec
irrevocably consents to the fullest extent permitted by law to the giving of any relief (including, without limitation, the making, enforcement or execution against any property
of any order or judgment) made or given in connection with any proceedings arising out of or in connection with the Fiscal Agency Agreement and the Notes. 



U.S. Dollars  


Reference
in this Note to "U.S. dollars" is to the currency of the United States of America. 


A-13





 
 
 

OPTION TO ELECT REPAYMENT    
    



The
undersigned hereby irrevocably requests and instructs Québec to repay the within Note (or portion thereof specified below) pursuant to its terms at the Repayment Price, to the
undersigned at: 





















(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED) 


If
less than the entire Principal Amount of the within Note is to be repaid, specify he portion thereof which the Holder elects to have repaid: 



	
	;





and
specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): 



	
	;





	Dated:
                                         
       	 	 
	 	 	 
	 	 	
 NOTICE: This signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.




A-14






  




        EXHIBIT B 



	REGISTERED

No. FLR	 	REGISTERED

$                        




 
 

QUÉBEC
  MEDIUM-TERM NOTE
  SERIES A
  (Floating Rate)    
    


        Issue of up to U.S.$3,000,000,000 Medium-Term Notes, Series A (or the equivalent thereof in other currencies), Due Nine Months or More
from Date of Issue. 


        The
following summary of terms is subject to the information set forth on the reverse hereof. 


PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

ISSUE DATE:

INTEREST RATE BASIS:

SPREAD:

SPREAD MULTIPLIER:

INITIAL INTEREST RATE:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST PAYMENT DATE(S):

INTEREST PAYMENT PERIOD:

INTEREST RESET DATE(S):

INTEREST RATE RESET PERIOD:

INTEREST DETERMINATION DATE(S):

CALCULATION DATE(S):

INDEX MATURITY:

CALCULATION AGENT:

RECORD DATE(S):

STATED MATURITY:

REDEMPTION DATE(S):

MINIMUM DENOMINATION TO BE REDEEMED (IF OTHER THAN U.S.$1,000):

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT DATE(S):

MINIMUM DENOMINATION TO BE REPAID (IF OTHER THAN U.S.$1,000):

EXCHANGE RATE AGENT:

ORIGINAL ISSUE DISCOUNT SECURITY:

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OTHER PROVISIONS:  


B-1





 

        QUÉBEC, for value received, hereby promises to pay
to                                         
  or registered assigns, the
Principal Amount specified above (any currency other than U.S. dollars being hereinafter referred to as a "Foreign Currency") at the Stated Maturity specified above and to pay interest thereon
at a rate per annum equal to the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Issue Date specified above and thereafter at a rate determined
in accordance with the provisions on the reverse hereof under the heading "Determination of CD Rate", "Determination of CMT Rate", "Determination of Commercial Paper Rate", "Determination of Federal
Funds Rate", "Determination of LIBOR", "Determination of EURIBOR", "Determination of Prime Rate" or "Determination of Treasury Rate", depending upon whether the Interest Rate Basis specified above is
CD Rate, CMT Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, EURIBOR, Prime Rate or Treasury Rate, until the principal hereof is paid or duly made available for payment. Interest on this Note
will accrue from, and including, the immediately preceding Interest Payment Date specified above in respect of which interest has been paid or duly provided for or, if no interest has been paid, from
the Issue Date specified above to, but excluding, the next succeeding Interest Payment Date or, in respect of any part of the Principal Amount due on a Maturity Date (as defined below), such Maturity
Date, as the case may be, except that the interest payment on a Maturity Date will include interest accrued to but excluding such date. Except as provided herein, Québec will pay
interest monthly, quarterly, semi-annually or annually as specified above under "Interest Payment Period", commencing with the first Interest Payment Date specified above next succeeding
the Issue Date, unless the Issue Date occurs between a Record Date and the Interest Payment Date to which such Record Date pertains, in which case commencing on the Interest Payment Date following the
next succeeding Record Date and in respect of any part of the Principal Amount due on a Maturity Date, on such Maturity Date. 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 Note (or one or more predecessor Notes) is registered (the "Holder") in the register of the names and addresses of Holders of Notes
(the "Note Register") maintained by Québec at the corporate trust office of the Fiscal Agent (as defined on the reverse hereof) at the close of business on the date fifteen calendar
days prior to an Interest Payment Date (whether or not a Business Day (as defined on the reverse hereof)) (a "Record Date"); provided,  however, that
interest payable on a Maturity Date will be payable to the person to whom the part of the Principal Amount due on such Maturity Date shall
be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Fiscal Agent, notice whereof shall
be given to Holders of Notes of this series not less than ten days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed, and upon such notice as may be required by such exchange. 


B-2





 

        Upon
presentation of this Note on a Maturity Date at the corporate trust office of the Fiscal Agent maintained for that purpose in The City of New York, or at such other office or
agency of Québec maintained by it in The City of New York for the purpose of making such payments, payment of the principal of this Note and premium, if any, and interest due on
such Maturity Date will be made to the Holder of this Note on such Maturity Date in immediately available funds or, if such payment is to be made in a Foreign Currency, by wire transfer to a bank
account maintained by the Holder hereof, as designated by the Holder of this Note as provided on the reverse hereof. Payments of interest, other than on a Maturity Date, on this Note are to be made by
wire transfer to the Holder's bank account, as designated by the Holder of this Note as provided on the reverse hereof. A Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes
(whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than on a Maturity Date, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Fiscal Agent not less than ten days prior to the applicable Interest Payment Date. As more fully provided on the reverse hereof,
payment of the principal of and premium, if any, and interest on this Note 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 or private debts, unless the Specified Currency indicated above is a Foreign Currency (a "Foreign Currency Note"), in which case payment shall be made in such Foreign Currency. 


        REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE. 


B-3





 

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


B-4





 


	SIGNED ON BEHALF OF QUÉBEC.	 	 
	

Dated:
                                         
                 	
 	

 
	 	 	                                        
                  
	 	 	Authorized Official





FISCAL AGENT'S CERTIFICATE

OF AUTHENTICATION


This
is one of the Notes referred to in the

within-mentioned Fiscal Agency Agreement. 


CITIBANK, N.A., as Fiscal Agent 


                                        
                  

Authorized Officer 


B-5






  



 
 

QUÉBEC
  MEDIUM-TERM NOTE
  SERIES A
  FLOATING RATE    
    


General  


        This Note is one of a duly authorized issue of Medium-Term Notes, Series A (the "Notes"), Due Nine Months or More from Date of Issue, as
selected by the purchaser and agreed to by Québec. The Notes are issuable in a single series under a fiscal agency agreement, dated as of May 30, 2002, as may be amended or
supplemented from time to time (the "Fiscal Agency Agreement"), among Québec and Citibank, N.A., as fiscal agent (the "Fiscal Agent", which term shall include, unless the context
otherwise requires, its successors and assigns), in an aggregate initial offering price of up to U.S.$3,000,000,000 at any one time outstanding, or the equivalent thereof in other currencies at the
Market Exchange Rate (as defined below) on the applicable settlement dates in the case of Notes denominated in a Foreign Currency. The foregoing limit, however, may be increased by
Québec if in the future it determines that it may wish to sell additional Notes. The Fiscal Agency Agreement may be amended or supplemented from time to time in accordance with the
terms thereof, but any such amendment or supplement will not affect the rights of the Holder hereunder. 


        As
used herein, "Maturity Date", when used with respect to this Note, means the date on which the Principal Amount of this Note or any part thereof becomes due and payable, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 


Interest  



 General  




        Commencing with the first Interest Reset Date specified on the face hereof following the Issue Date, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified on the face hereof under "Interest Rate Reset Period";  provided, however,
 that the interest rate in effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate. If any Interest Reset Date would otherwise be a day that is not a Business Day (as defined below), such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that in the case the Interest Rate Basis is LIBOR or EURIBOR, as specified on the face hereof, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the rate
of interest on this Note shall be the rate determined in accordance with the provisions of the applicable heading below. 


B-6





 

        Determination of CD Rate.    If the Interest Rate Basis is CD Rate, the interest rate payable with
respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on
the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a "CD Interest Determination Date") for negotiable
certificates of deposit for the period of the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)" or any replacement heading on that service. If such rate is not published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Interest Determination Date, then the CD Rate shall be the rate on
such CD Interest Determination Date set forth in the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication ("H.15 Daily Update") for that day in respect of certificates of deposit having the Index Maturity
specified above under the heading "CD(s) (Secondary Market)" or any replacement heading on that service. If such rate is not published in either H.15(519) or H.15 Daily Update by
3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Interest Determination Rate, then the CD Rate shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Interest Determination Date, of three leading non-bank dealers of
negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents
appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the "Agents") and affiliates of the Agents) for negotiable certificates of
deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such
market at such time, provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date. 


B-7





 

        Determination of CMT Rate.    If the Interest Rate Basis is CMT Rate, the interest rate payable
with respect to this Note shall equal the CMT Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The CMT Rate shall equal the rate
as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a "CMT Rate Interest Determination Date") displayed on the Designated CMT Telerate Page (as defined below)
under the caption "...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index (as defined
below) for (i) if the Designated CMT Telerate Page is 7051, such CMT Rate Interest Determination Date or (ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or is not displayed by
3:00 p.m., New York City time, on the Calculation Date pertaining to such CMT Rate Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date shall be
such treasury constant maturity rate for the Designated CMT Maturity Index as may then be published in the relevant H.15(519). If such rate is no longer published, or is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date shall be such treasury constant maturity rate for the Designated
CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for such CMT Rate Interest Determination Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If such information is not published by 3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the yield to maturity, based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported by three leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for obligations of the
United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity
Index minus one year and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in
the immediately preceding sentence, then the CMT Rate will be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be
eliminated. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and
shall be the yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent (and which may include the Agents and their affiliates), and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for Treasury Notes with an original
maturity of the number of years that is greater than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount that is
representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in the immediately preceding sentence, then the
CMT Rate shall be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated;  provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described in the immediately preceding sentence, the CMT Rate shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotations for the Treasury Note with the shorter remaining term
to maturity will be used. 


B-8





 

        "Designated
CMT Telerate Page" means the display on the Moneyline Telerate Service Inc., or any successor, on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)), for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is so specified, the Designated CMT Telerate Page shall be 7052, for the most recent week. 


        "Designated
CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the face
hereof with respect to which the CMT Rate will be calculated. If no such maturity is specified on the face hereof, the Designated CMT Maturity Index shall be two years. 


        Determination of Commercial Paper Rate.    If the Interest Rate Basis is Commercial Paper Rate, the
interest rate payable with respect to this Note shall equal the Commercial Paper Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any.
The Commercial Paper Rate shall equal the Money Market Yield (as defined herein) as of the Business Day prior to the Interest Reset Date ("Commercial Paper Interest Determination Date") for commercial
paper for the period of the Index Maturity specified on the face hereof, as published in H.15(519) under the heading "Commercial Paper—Non Financial" or any replacement heading on
that service. If such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial
Paper Rate shall be the Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date, for commercial paper for the period of the Index Maturity as published in H.15
Daily Update or any other recognized electronic source used for displaying that rate, under the heading "Commercial Paper—Non Financial" or any replacement heading on that service (with an
Index Maturity of one month or three months being deemed to be an Index Maturity of thirty days or ninety days respectively). If such rate is not published in either H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Commercial Paper Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the Agents and their affiliates), for commercial
paper for the period of the Index Maturity placed for an industrial issuer whose bond rating from a nationally recognized rating agency is at least "AA" or the equivalent,  provided, however, that if such dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Commercial Paper Rate shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date. 


B-9






 

        "Money
Market Yield" shall be the yield calculated in accordance with the following formula: 



	 	 	D × 360
 360 - (D × M)	 	× 100	 	 





where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M" refers to the actual number of days in
the Interest Payment Period for which interest is being calculated.




        Determination of Federal Funds Rate.    If the Interest Rate Basis is Federal Funds Rate, the
interest rate payable with respect to this Note shall equal the Federal Funds Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The
Federal Funds Rate shall equal the rate as of the Business Day prior to the Interest Reset Date (a "Federal Funds Interest Determination Date") for U.S. dollar Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as that rate is displayed on Telerate page 120. If such rate is not displayed on Telerate page 120 by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such Federal Funds Interest Determination Date, then the Federal Funds Rate shall be the rate on such Federal Funds Interest
Determination Date as published in H.15 Daily Update or another recognized electronic source for displaying that rate under the heading "Federal Funds (Effective)" or any replacement heading on that
service. If by 3:00 p.m., New York City time, on such Calculation Date, such rate is not published in either H.15(519) or H.15 Daily Update or another recognized electronic
source, then the Federal Funds Rate shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates, for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the Agents and
their affiliates) by 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date, provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate shall be the Federal Funds Rate in effect on such Federal Funds Interest
Determination Date. 


B-10





 

        "Telerate
page" means the display on Moneyline Telerate Service, Inc. or any successor, on the page or pages specified on the face hereof, or any replacement page or pages on that
service. 


        Determination of LIBOR.    If the Interest Rate Basis is LIBOR, the interest rate payable with
respect to this Note shall equal LIBOR as determined as of the second London Business Day prior to the Interest Reset Date (a "LIBOR Interest Determination Date") in accordance with the following
provisions, in each case plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any: 



	(i)
	With
respect to a LIBOR Interest Determination Date, LIBOR shall be either (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency for the period
of the Index Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appear on the Designated LIBOR Page (as defined below) as of
11:00 a.m. London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR
Page, or (b) if "LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency for the period of the Index Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date that appears on the Designated
LIBOR Page specified on the face hereof as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of such LIBOR Interest Determination Date shall be determined in accordance with the provisions described in clause (ii) below. 



B-11





 



	(ii)
	With
respect to a LIBOR Interest Determination Date for which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated
LIBOR Page as specified in clause (i) above, the Calculation Agent will request the principal London office of each of four major reference banks in the London interbank market (which may
include affiliates of the Agents), as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index
Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time.
If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date shall be the arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center (as defined
below) on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center (which may include affiliates of the Agents) selected by the Calculation Agent for loans in the
Index Currency specified on the face hereof to leading European banks, for the period of the Index Maturity specified on the face hereof and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest
Determination Date. 




        "Designated
LIBOR Page" means either (i) if "LIBOR Reuters" is specified on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency, or (ii) if "LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the display on the Moneyline Telerate Service Inc., or any successor, for the purpose of displaying the London interbank rates of major banks for
the applicable Index Currency. 


B-12





 

        "Index
Currency" means the currency specified on the face hereof as the currency for which LIBOR shall be calculated. If no such currency is specified on the face hereof, the Index
Currency shall be United States dollars. 


        "Principal
Financial Center" as used herein will be the capital city of the country of the Index Currency specified on the face hereof, except that with respect to Canadian dollars,
euros, Swiss francs and United States dollars, the Principal Financial Center shall be Montréal, Brussels, Zurich and The City of New York, respectively. 


        Determination of EURIBOR.    If the Interest Rate Basis is EURIBOR, the interest rate payable with
respect to this Note shall equal EURIBOR determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. EURIBOR for each Interest Reset Date shall
equal the offered rate, as of the second TARGET Settlement Day (as defined below) prior to the Interest Reset Date (a "EURIBOR Interest Determination Date"), for deposits in euros for the period of
the Index Maturity and commencing on the second TARGET Settlement Day immediately following such EURIBOR Interest Determination Date, as that rate appears on Telerate page 248 as of
11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date. With respect to a EURIBOR Interest Determination Date for which no rate appears on Telerate page 248, the
Calculation Agent will select the principal Euro-Zone (as defined below) office of each of four major reference banks in that market (which may include affiliates of the Agents) and
request them to provide their offered quotation for euro deposits for the period of such Index Maturity, commencing on the second TARGET Settlement Day immediately following such EURIBOR Interest
Determination Date, to prime banks in the Euro-Zone inter-bank market at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction in euros in such market at such time. If at least two such quotations are provided, EURIBOR shall be calculated by the Calculation
Agent and shall be the arithmetic mean of such quotations. If fewer than two quotations are provided, EURIBOR shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date by three major banks in the Euro-Zone inter-bank market selected by the
Calculation Agent (which may include affiliates of the Agents) for loans in euros to leading European banks, for the period of such Index Maturity and in a principal amount that is representative for
a single transaction in euros in such market at such time. If the banks so selected by the Calculation Agent are not quoting, EURIBOR shall be EURIBOR in effect on such EURIBOR Interest Determination
Date. 


B-13





 

        "Euro-Zone"
means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of that time, have adopted a single currency in
accordance with the Treaty on European Union of February 1992. 


        "TARGET
Settlement Day" means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system, or any successor system, is open for
business. 


        Determination of Prime Rate.    If the Interest Rate Basis is Prime Rate, the interest rate payable
with respect to this Note shall equal the Prime Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Prime Rate shall equal the
rate as of the Business Day prior to the Interest Reset Date (a "Prime Rate Interest Determination Date") that appears in H.15(519) under the heading "Bank Prime Loan" or any replacement
heading on that service. 


        If
such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, then the Prime Rate will
be the rate on such Prime Rate Interest Determination Date as published in H.15 Daily Update under the heading "Bank Prime Loan" or any replacement heading on that service. 


        If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or H.15 Daily Update or such other recognized electronic
source, then the Prime Rate will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the display designated as page "US PRIME 1" on the Reuters Monitor
Money Rates Service, or such other page as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks ("Reuters
Screen US PRIME 1 Page"), as such bank's prime rate or base lending rate as of 11:00 a.m., New York City time, on such Prime Rate Interest Determination Date. 


        If
fewer than four such rates appear on the Reuters Screen US PRIME 1 Page on such Prime Rate Interest Determination Date, the Calculation Agent shall calculate the Prime Rate for such
Prime Rate Interest Determination Date. Such rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360, as
of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent after consultation with
Québec (and which may be affiliates of the Agents). 


B-14





 

        However,
if the selected banks are not quoting, the Prime Rate for such Prime Rate Interest Determination Date shall be the Prime Rate in effect on such Prime Rate Interest Determination
Date. 


        Determination of Treasury Rate.    If the Interest Rate Basis is Treasury Rate, the interest rate
payable with respect to this Note shall equal the Treasury Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate
shall equal the rate for the auction of direct obligations of the United States ("Treasury Bills") sold at the auction on the applicable Treasury Rate Interest Determination Date for the period
of the Index Maturity as such rate appears on Telerate page 56 or 57 under the heading "MONEYLINE INVESTMENT RATE" or any replacement heading on that service (the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be auctioned, is a "Treasury Rate Interest Determination Date"). 



        If
an auction is held on the Friday of the week preceding the applicable Interest Reset Date, the Treasury Rate Interest Determination Date will be such preceding Friday. 


        If
the rate described above does not appear on Telerate page 56 or 57 at 3:00 p.m., New York City time, on the Calculation Date pertaining to such Treasury
Rate Interest Determination Date, the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Rate Interest Determination Date, for the type of Treasury Bills described above,
as published in H. 15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Auction
High". 


        If
the results of the auction of Treasury Bills for the period of the Index Maturity are not published or reported as provided above by 3:00 p.m., New York City time, on
such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined below) of the auction rate, for such Treasury Interest Determination Date and for Treasury Bills of the
kind described above, as announced by the United States Department of the Treasury. 


        If
the auction rate described in the immediately preceding paragraph is not so announced by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction
is held for the relevant week, then the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Interest Rate Determination Date and for Treasury Bills having a remaining
maturity closest to the period of the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/ Secondary Market". 


B-15





 

        If
the rate described in the immediately preceding paragraph does not appear in H.15(519) at 3:00 p.m., New York City time, on such Calculation Date, then the
Treasury Rate shall be the rate, for such Interest Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in
H.15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". 


        If
the rate described in the immediately preceding paragraph does not appear in H.15(519) Daily Update or another recognized electronic source at 3:00 p.m., New York
City time, on such Calculation Date, the Calculation Agent shall calculate the Treasury Rate for such Treasury Rate Interest Determination Date. Such rate shall be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of three primary
United States government securities dealers, as selected by the Calculation Agent after consultation with Québec (and which may be the Agents or their affiliates) for the issue
of Treasury bills with a remaining maturity closest to the period of the Index Maturity. 


        If
the selected dealers are not quoting, the Treasury Rate for such Treasury Rate Interest Determination Date shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date. 


        "Bond
Equivalent Yield" shall be the yield calculated in accordance with the following formula: 



	 	 	D × N × 100
 360 - (D × M)	 	 





where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be,
and "M" refers to the actual number of days in the Interest Payment Period for which interest is being calculated. 



 Maximum/Minimum Interest Rate  




        Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. 


B-16





 

 Interest Calculations  




        The Calculation Date, if applicable, pertaining to any Interest Determination Date is the earlier of (i) the tenth calendar day after such Interest
Determination Date or if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be. 


        At
the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date. 


        Accrued
interest hereon shall be an amount calculated by multiplying the Principal Amount as specified on the face hereof by an accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day from the Issue Date, or from the last date to which interest has been paid or duly provided for, to but excluding the date for which
accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis is CD Rate, Commercial
Paper Rate, Federal Funds Rate, LIBOR, EURIBOR or Prime Rate, as specified on the face hereof, or by the actual number of days in the year if the Interest Rate Basis is CMT Rate or Treasury Rate, as
specified on the face hereof. For purposes of disclosure under the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate of interest payable on this Note, except if the
Interest Rate Basis of this Note is the CMT Rate or Treasury Rate, is the interest rate payable from time to time multiplied by the number of days in the year and divided by 360. 


Rounding  


        All percentages resulting from any calculation on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on this Note will be rounded to the nearest cent or, if this Note is denominated in a Foreign Currency, the nearest unit (with one half cent
or unit being rounded upwards). 


B-17









  




Payments  



 General  




        In the case where an Interest Payment Date or a Maturity Date does not fall on a Business Day, any payment of principal, premium or interest otherwise payable on
such day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity Date and no interest
shall accrue for the period from and after such Interest Payment Date or Maturity Date to such next succeeding Business Day, except that, in the case of payments of interest other than on the Maturity
Date, if the Interest Rate Basis of this Note is LIBOR or EURIBOR, as specified above and such next Business Day falls in the next calendar month, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such Interest Payment Date. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by law or executive order to close in The City of New York; provided, however, that (i) with respect to Notes
as to which LIBOR is the applicable Interest Rate Basis, such day is also a "London Business Day"; (ii) with respect to Foreign Currency Notes the payment of which is to be made in a Foreign
Currency other than euros, such day is also a day on which banking institutions are not authorized or required by law or executive order to close in the Principal Financial Center of the country of
the Foreign Currency; and (iii) with respect to Foreign Currency Notes the payment of which is to be made in euros, such day is also a TARGET Settlement Day. 



        "London
Business Day" means a day on which commercial banks are open for business (including dealings in the Foreign Currencies) in London, England. 



 Original Issue Discount Note  




        If this Note is designated on the face hereof as an Original Issue Discount Note, then, notwithstanding anything to the contrary contained in this Note, upon the
redemption, repayment or acceleration of the Stated Maturity of this Note there shall be payable, in lieu of the Principal Amount due at the Stated Maturity hereof, an amount equal to the Amortized
Face Amount of this Note. The "Amortized Face Amount" shall be the amount equal to (i) the Issue Price (as defined below) of this Note, plus (ii) that portion of the difference between
the Issue Price and the Principal Amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with generally accepted United States bond yield computation principles) at the date as of
which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount exceed the Principal Amount of this Note. As used in the previous sentence "Issue Price" means the
Principal Amount of this Note less the Total Amount of OID of this Note specified on the face hereof and the "Stated Yield" of this Note means the Yield to Maturity specified on the face hereof (or if
not so specified, the Yield to Maturity compounded semi-annually and computed in accordance with generally accepted United States bond yield computation principles) for the period
from the Issue Date of this Note to the Stated Maturity hereof on the basis of its Issue Price and Principal Amount. 


B-18





 

 Foreign Currency Payments  




        If this Note is a Foreign Currency Note, the principal and premium, if any, and interest on this Note are payable by Québec in the Foreign Currency
shown on the face hereof. 


B-19





 

        Payment
of principal and premium, if any, and interest will be made in the Foreign Currency by wire transfer to the Holder's bank account and the Holder will not have the option to elect
payment in U.S. dollars. 


        If
the Foreign Currency is not available for the payment of principal and premium, if any, and interest with respect to this Note due to the imposition of exchange controls or other
circumstances beyond the control of Québec, Québec will be entitled to satisfy its obligations to the Holder of this Note by making such payment in U.S. dollars
(i) on the basis of the Market Exchange Rate on the date of the payment, or (ii) if the Market Exchange Rate is not then available, on the basis of the most recently available Market
Exchange Rate, or (iii) as the case may be, as otherwise specified in "Other Provisions" on the face hereof. 



        In
order for any Holder of this Note to receive payments of principal and premium, if any, and interest in the Foreign Currency payments by wire transfer, such Holder shall designate an
appropriate bank account by filing the appropriate information with the Fiscal Agent at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least
sixteen days prior to the applicable Maturity Date, as the case may be. The Fiscal Agent will, subject to applicable laws and regulations and until it receives notice to the contrary, make such
payment and all succeeding payments to such Holder by wire transfer to the designated account. If a payment cannot be made by wire transfer because the required information has not been received by
the Fiscal Agent on or before the requisite date, a notice will be mailed to the Holder of this Note at its registered address requesting such information and until such information has been received,
no additional interest will accrue. 


        Québec
will pay all administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon
such payments will be borne by the Holder of this Note. 


        The
"Market Exchange Rate" with respect to any Foreign Currency shall be the noon dollar buying rate in The City of New York for cable transfers for such Foreign Currency as
certified for customs purposes by the Federal Reserve Bank of New York. 


B-20





 

 Redemption at the Option of Québec  




        If one or more Redemption Dates (or ranges of such dates) is specified on the face hereof, this Note is subject to redemption upon not less than thirty days' and
not more than sixty days' prior notice by mail, on any such date (or during any such range) as a whole, or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination
specified on the face hereof (provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of Québec, at the
Redemption Price (as defined below) together with accrued interest to the Redemption Date; but any interest payment due on an Interest Payment Date falling on or prior to the Redemption Date will be
payable to the Holder hereof (or one or more predecessor Notes) of record at the close of business on the Record Date pertaining to such Interest Payment Date. If applicable, the "Redemption Price"
for any such redemption shall be equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction specified on the face hereof, if
applicable) multiplied by the portion of the Principal Amount hereof (or, if this Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be redeemed;  provided, however, that in no event shall the Redemption Price be less than 100% of the portion of the Principal Amount hereof (or, if this Note is an
Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be redeemed. 


        Notice
of redemption having been given as aforesaid, this Note (or the portion of the Principal Amount hereof so to be redeemed) shall, on the Redemption Date, become due and payable at
the Redemption Price herein specified, and from and after such date (unless Québec shall default in the payment of the Redemption Price and accrued interest) shall cease to bear
interest. 


        In
the case of any partial redemption at the election of Québec of Notes, the Notes of a particular tenor to be redeemed shall be selected by the Fiscal Agent not more
than sixty days prior to the Redemption Date by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions of the Principal
Amount of Notes. In the event of any redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof, provided that such unredeemed portion shall be an authorized denomination for Notes of this series. 



 Repayment at the Option of Holder  




        If one or more Optional Repayment Dates (or ranges of such dates) is specified on the face hereof, this Note is subject to repayment on any such date (or during
any such range) or, if such date is not a Business Day, on the first Business Day following such date, as a whole or from time to time in part, in increments of U.S.$1,000 or such other minimum
denomination specified on the face hereof (provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of the Holder hereof at
the Repayment Price (as defined below) together with accrued interest thereon to the Optional Repayment Date, but any interest payment due on an Interest Payment Date falling on or prior to the
Optional Repayment Date will be payable to the Holder hereof of record at the close of business on the Record Date pertaining to such Interest Payment Date. Such election shall be effected by the
Holder hereof delivering to Québec at the corporate trust office of the Fiscal Agent in The City of New York not less than thirty nor more than sixty days prior to the date on
which this Note is to be repaid, or during such other notice period specified on the face hereof, a notice requesting such repayment in the form prescribed below and specifying the date upon which
this Note is to be repaid. Any notice given by a Holder pursuant to this paragraph shall consist of this Note with the form entitled "Option to Elect Repayment" set forth of the end of this Note duly
completed. Exercise of the repayment option by the Holder hereof will be irrevocable. Unless otherwise specified on the face hereof, the "Repayment Price" for any such repayment shall be 100% of the
portion of the Principal Amount hereof (or, if this Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be repaid. 


B-21





 

Status of the Notes  


        The Notes shall rank equally among themselves and with the other debt securities of Québec outstanding on the date of this Note or issued
hereafter. 


Form, Denomination and Registration  


        The Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof, or, in the
case of Notes denominated in a Foreign Currency, the equivalent in the Foreign Currency (rounded down to an integral multiple of 10,000 units of such Foreign Currency) or such larger amount in
integral multiples of 10,000 units of such Foreign Currency. The Fiscal Agent has been appointed registrar for the Notes, and Québec will cause the Fiscal Agent to maintain at its
corporate trust office in The City of New York a Note Register for the registration and transfer of Notes. 



        This
Note may be transferred at the aforesaid office of the Fiscal Agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form approved by
Québec and duly executed by the Holder hereof in person or by the Holder's attorney duly authorized in writing, and thereupon the Fiscal Agent shall issue in the name of the transferee
or transferees, in exchange herefor, a new Note or Notes in an equal aggregate Principal Amount and in authorized denominations, subject to the terms and conditions set forth herein. 


        The
Notes are exchangeable at said office for other Notes of like tenor in other authorized denominations and in an equal aggregate Principal Amount. All such exchanges of Notes will be
free of charge, but Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Note delivered
upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers,
registrations or exchanges of Notes for a period of fifteen days preceding any Interest Payment Date. 


B-22





 

        In
the event of any redemption of Notes at the election of Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Notes
of like tenor during a period beginning at the opening of business fifteen days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant
notice of redemption, or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Note with respect to
which such option has been exercised. 


Events of Default  


        In the event that (i) Québec shall default in the payment of principal of or premium or interest on this Note as and when the same shall be
due and payable, and such default shall continue for a period of 45 days, or (ii) default shall be made in the due performance or observance by Québec of any covenant or
agreement contained in the Notes, other than the payment of principal, premium or interest, or in the Fiscal Agency Agreement, and such default shall continue for a period of 60 days, or
(iii) Québec shall default in the payment of any principal of or premium or interest on any indebtedness (direct or under a guarantee) for borrowed money, other than the Notes,
as and when the same shall be due and payable, and such default shall continue for a period of 45 days, provided that the foregoing shall not be
taken into account so long as the aggregate principal amount of all such indebtedness (direct or under a guarantee) for borrowed money with respect to which the foregoing has occurred does not exceed
U.S.$50,000,000 (or its equivalent in other currencies), then at any time thereafter and during the continuance of such default the Holder of this Note (or its proxy) may deliver or cause to be
delivered to Québec (with a copy to the Fiscal Agent) a written notice that such Holder elects to declare the principal of the Note or Notes held by him (the serial number or numbers
and the denomination or denominations of which shall be set forth in such notice) to be due and payable and, in the cases falling within either (i) or (iii) above, on the 15th day after
delivery of such notice, or, in the cases falling within (ii) above, on the 30th day after delivery of such notice, the principal of the Note or Notes referred to in such notice plus any
premium and accrued interest thereon shall become due and payable at the places for payment herein specified, unless prior to that time all such defaults theretofore existing shall have been cured. 


B-23





 

Modification  


        The Fiscal Agency Agreement contains provisions with respect to modifying or amending said Agreement either without notice to, or the consent of, the holder of
any Note or with the approval of the holders of Notes. 


Future Holders  


        Any action by the Holder of this Note shall bind all future Holders of this Note, and of any Note issued in exchange or substitution herefor or in place hereof,
in respect of anything done or permitted by Québec or by the Fiscal Agent in pursuance of such action. 



Notices  


        All notices to the holders of Notes will be published in English in New York, New York in The Wall Street
Journal and in Toronto, Ontario in The Globe & Mail and in French in Montréal, Québec in  La Presse. If at
any time publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper, or,
if in Québec, a French language newspaper, with general circulation in the respective market regions as Québec, with the approval of the Fiscal Agent, 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. 


Office or Agency of Québec  


        So long as this Note shall be outstanding, Québec will maintain an office or agency for the payment of the principal of and premium, if any, and
interest on this Note as herein provided in The City of New York, and an office or agency in The City of New York for the registration, transfer and exchange as aforesaid of the Notes.
Québec may designate other agencies for the payment of said principal and premium, if any, and interest at such place or places (subject to applicable laws and regulations) as
Québec may decide. So long as there shall be a Fiscal Agent, Québec shall keep the Fiscal Agent advised of the names and locations of such agencies, if any are so
designated. 


        No
recourse under or upon any covenant contained in this Note or because of the creation of the indebtedness represented hereby shall be had against any official or other representative,
past, present or future, as such, of Québec whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed
and understood that this Note is solely the obligation of Québec and that no personal liability whatsoever shall attach to or be incurred by any such officials or other representatives,
as such, because of the execution of this Note. 


B-24





 

Prescription  


        Under current Québec law, Québec's obligation to make any payment on the Notes shall be extinguished three years after the date such
payment is due unless the right to such payment is judicially exercised prior to the expiration of such three-year period. 


Governing Law  


        The Notes shall be construed in accordance and governed by the laws of Québec and the laws of Canada applicable therein. 


        Québec
irrevocably consents to the fullest extent permitted by law to the giving of any relief (including, without limitation, the making, enforcement or execution against
any property of any order or judgment) made or given in connection with any proceedings arising out of or in connection with the Fiscal Agency Agreement and the Notes. 



U.S. Dollars  


        Reference in this Note to "U.S. dollars" is to the currency of the United States of America. 


B-25





 
 
 

OPTION TO ELECT REPAYMENT  
    


The
undersigned hereby irrevocably requests and instructs Québec to repay the within Note (or portion thereof specified below) pursuant to its terms at the Repayment Price, to the
undersigned at: 






















(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED) 


If
less than the entire Principal Amount of the within Note is to be repaid, specify the portion thereof which the Holder elects to have repaid: 



	
	;





and
specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): 



	
	.





	Dated:
                                         
       	 	 
	 	 	 
	 	 	
 NOTICE: This signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.




B-26






  




EXHIBIT C 


        This
Note is a Global Note within the meaning of the Fiscal Agency Agreement hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Global Note
may not be exchanged in whole or in part for a Note registered, and no transfer of this Global Note in whole or in part may be registered, in the name of any Person other than such Depositary or a
nominee thereof except in the limited circumstances described in the Fiscal Agency Agreement. 


        Unless
this certificate is presented by an authorized representative of The Depositry Trust Company, a New York corporation ("DTC"), to Québec or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC
(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. 



	REGISTERED	 	REGISTERED
	No. GFXR	 	$
	CUSIP	 	 




 
 

QUÉBEC
  GLOBAL MEDIUM-TERM NOTE
  SERIES A
  (Fixed Rate)    
    


        Issue of up to U.S.$3,000,000,000 Medium-Term Notes, Series A (or the equivalent thereof in other currencies), Due Nine Months or More
from Date of Issue. 


        The
following summary of terms is subject to the information set forth on the reverse hereof. 



PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

ISSUE DATE:

INTEREST RATE:

INTEREST PAYMENT DATE(S):

RECORD DATE(S):

STATED MATURITY:

PAYMENTS OF PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST:

        o U.S. dollars (if held by Cede & Co.)

        o Foreign Currency (if not held by Cede & Co.):

EXCHANGE RATE AGENT:

REDEMPTION DATE(S):

MINIMUM DENOMINATION TO BE REDEEMED (IF OTHER THAN U.S.$1,000):

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT DATE(S):

MINIMUM DENOMINATION TO BE REPAID (IF OTHER THAN U.S.$1,000):

ORIGINAL ISSUE DISCOUNT SECURITY:

        TOTAL AMOUNT OF OID:

        YIELD TO MATURITY:

        INITIAL ACCRUAL PERIOD OID:

OTHER PROVISIONS:  



C-1





 

        QUÉBEC, for value received, hereby promises to pay to Cede & Co., as nominee of The
Depository Trust Company ("DTC" or the "Depositary") or registered assigns, or in accordance with the instructions of the Depositary as provided on the reverse hereof, the Principal Amount specified
above (any currency other than U.S. dollars being hereinafter referred to as a "Foreign Currency") at the Stated Maturity specified above and to pay interest thereon at a rate per annum equal
to the Interest Rate specified above until the principal hereof is paid or duly made available for payment. Interest on this Global Note will accrue from, and including, the immediately preceding
Interest Payment Date specified above in respect of which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date specified above to, but excluding, the next
succeeding Interest Payment Date or, in respect of any part of the Principal Amount due on a Maturity Date (as defined below), such Maturity Date, as the case may be. Except as provided herein,
Québec will pay interest on the Interest Payment Date(s) specified above and in respect of any part of the Principal Amount due on a Maturity Date, on such Maturity Date commencing on
the first Interest Payment Date next succeeding the Issue Date, unless the Issue Date occurs between a Record Date (as defined below) and the Interest Payment Date to which such Record Date pertains,
in which case commencing on the Interest Payment Date following the next succeeding Record Date to the Holder (as defined below) on such next succeeding Record Date. 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 Note (or one or more predecessor Global Notes) is registered (the "Holder") in
the register of the names and addresses of Holders of Notes (the "Note Register") maintained by Québec at the corporate trust office of the Fiscal Agent (as defined on the reverse
hereof) at the close of business on the date fifteen calendar days prior to an Interest Payment Date (whether or not a Business Day (as defined on the reverse hereof)) (a "Record Date") or in
accordance with the instructions of the Depositary as provided on the reverse hereof; provided, however,
that interest payable on a Maturity Date will be payable to the person to whom the part of the Principal Amount due on such Maturity Date shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the person in whose name this Global Note (or one or more predecessor Global Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Fiscal Agent, notice whereof shall be given to Holders of Notes of this
series not less than ten days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this
Global Note may be listed, and upon such notice as may be required by such exchange. 


C-2





 

        Upon
presentation of this Global Note on a Maturity Date at the corporate trust office of the Fiscal Agent maintained for that purpose in The City of New York, or at such other
office or agency of Québec maintained by it in The City of New York for the purpose of making such payments, payment of the principal of this Global Note and premium, if any, and
interest due on such Maturity Date will be made to the Holder of this Global Note on such Maturity Date in immediately available funds or, if such payment is to be made in a Foreign Currency, by wire
transfer to the bank account or accounts designated by the Depositary as provided on the reverse hereof. If payments of interest, other than on a Maturity Date, on this Global Note are to be made in
U.S. dollars, such payments will be made by check mailed to the address of such Holder as it appears in the Note Register, or, if such payments are to be made in a Foreign Currency as provided
on the reverse hereof, by wire transfer to the Holder's bank account, as designated by the Holder of this Global Note by written notice to the Fiscal Agent on or prior to the applicable Record Date. A
Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than on a
Maturity Date, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Fiscal Agent not less than ten days prior to the applicable Interest
Payment Date. As more fully provided on the reverse hereof, payment of the principal of and premium, if any, and interest on this Global Note 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 or private debts, unless the Specified Currency indicated above is a Foreign Currency (a "Foreign
Currency Note") and payment is to be made in such Foreign Currency as provided on the reverse hereof, in which case payment shall be made in such Foreign Currency. 


        REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE. 


C-3





 

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


C-4





 

SIGNED
ON BEHALF OF QUÉBEC. 



	 	 	 
	Dated:
                                         
       	 	 
	 	 	 
	 	 	 
	 	 	
 Authorized Official





FISCAL AGENT'S CERTIFICATE

OF AUTHENTICATION


This
is one of the Notes referred to in the

within-mentioned Fiscal Agency Agreement. 


CITIBANK, N.A., as Fiscal Agent 



	 	 	 
	 	 	 
	
 Authorized Officer	 	 




C-5






  



 
 

QUÉBEC
  GLOBAL MEDIUM-TERM NOTE
  SERIES A
  FIXED RATE    
    


General  


This
Global Note is one of a duly authorized issue of Medium-Term Notes, Series A (the "Notes"), Due Nine Months or More from Date of Issue, as selected by the purchaser and agreed
to by Québec. The Notes are issuable in a single series under a fiscal agency agreement, dated as of May 30, 2002, as may be amended or supplemented from time to time (the
"Fiscal Agency Agreement"), among Québec and Citibank, N.A., as fiscal agent (the "Fiscal Agent", which term shall include, unless the context otherwise requires, its successors and
assigns), in an aggregate initial offering price of up to U.S.$3,000,000,000 at any one time outstanding, or the equivalent thereof in other currencies at the Market Exchange Rate (as defined below)
on the applicable settlement dates in the case of Notes denominated in a Foreign Currency. The foregoing limit, however, may be increased by Québec if in the future it determines that
it may wish to sell additional Notes. The Fiscal Agency Agreement may be amended or supplemented from time to time in accordance with the terms thereof, but any such amendment or supplement will not
affect the rights of the Holder hereunder. 


As
used herein, "Maturity Date", when used with respect to this Global Note, means the date on which the Principal Amount of this Note or any part thereof becomes due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 



Payments  



 General  




Interest
payments for this Global Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. For purposes of disclosure under the Interest Act
(Canada), the yearly rate of interest which is equivalent to the rate of interest payable on this Global Note is the Interest Rate specified on the face hereof multiplied by the number of days in the
year and divided by 360. 


In
the case where an Interest Payment Date or a Maturity Date does not fall on a Business Day, any payment of principal, premium or interest otherwise payable on such day need not be made on such day,
but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity Date and no interest shall accrue for the period from and after
such Interest Payment Date or Maturity Date to such next succeeding Business Day. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or executive order to close in The City of New York; provided,  however, that
(i) with respect to Foreign Currency Notes the payment of which is to be made in a Foreign Currency other than euros, such day is
also a day on which banking institutions are not authorized or required by law or executive order to close in the Principal Financial Center of the country of the Foreign Currency; and
(ii) with respect to Foreign Currency Notes the payment of which is to be made in euros, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) system, or any successor system, is open for business. 


C-6





 

"Principal
Financial Center", as used for the purpose of the definition of "Business Day", shall be the capital city of the country of the applicable Foreign Currency, except that with respect to
Canadian dollars, euros and Swiss francs, the Principal Financial Center shall be Montréal, Brussels and Zurich, respectively. 



 Original Issue Discount Note  




If
this Global Note is designated on the face hereof as an Original Issue Discount Note, then, notwithstanding anything to the contrary contained in this Global Note, upon the redemption, repayment or
acceleration of the Stated Maturity of this Global Note there shall be payable, in lieu of the Principal Amount due at the Stated Maturity hereof, an amount equal to the Amortized Face Amount of this
Global Note. The "Amortized Face Amount" shall be the amount equal to (i) the Issue Price (as defined below) of this Global Note, plus (ii) that portion of the difference between the
Issue Price and the Principal Amount of this Global Note that has been amortized at the Stated Yield (as defined below) of this Global Note (computed in accordance with generally accepted
United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount exceed the Principal Amount of
this Global Note. As used in the previous sentence "Issue Price" means the Principal Amount of this Global Note less the Total Amount of OID of this Global Note specified on the face hereof and the
"Stated Yield" of this Global Note means the Yield to Maturity specified on the face hereof (or if not so specified, the Yield to Maturity compounded semi-annually and computed in
accordance with generally accepted United States bond yield computation principles) for the period from the Issue Date of this Global Note to the Stated Maturity hereof on the basis of its
Issue Price and Principal Amount. 



 Foreign Currency Note  




If
this Global Note is a Foreign Currency Note, the principal and premium, if any, and interest on this Global Note are payable by Québec in the Foreign Currency shown on the face
hereof. If the box under the heading "Payments of Principal and Premium, if any, and Interest" shown on the face hereof marked "U.S. dollars" has been checked, Citibank, N.A., in its capacity
as exchange rate agent, or such other person as shall be appointed by Québec (the "Exchange Rate Agent", which term shall include, unless the context otherwise requires, its successors
and assigns), will convert all payments of principal and premium, if any, and interest on this Global Note to U.S. dollars, unless a beneficial owner of an interest in this Global Note elects
to receive such payments in the Foreign Currency as described below. Any U.S. dollar amount to be received by a Holder of this Global Note will be based on either a bid quotation that the
Exchange Rate Agent or any of its affiliates quotes, which shall be a competitive quotation in the market at that time for such a transaction, or a bid quotation from a leading foreign exchange bank
in The City of New York selected by the Exchange Rate Agent, at 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date for purchase by
the Exchange Rate Agent of the Foreign Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Foreign Currency due to all Holders of Notes scheduled to
receive U.S. dollar payments. All currency exchange risks and costs will be borne by the Holder of this Global Note by deductions from such payments. Notwithstanding the above, the beneficial
owner of an interest in this Global Note may elect to receive payment of the principal of and premium, if any, and interest on this Global Note in the Foreign Currency by transmitting a written
request for such payment (and designating at the same time the appropriate bank account to which the payment will be made) to the participant through which its interest is held on or prior to the
applicable Record Date or at least fifteen days prior to the applicable Maturity Date, as the case may be. Such participant must notify the Depositary of such election and designated bank account on
or prior to the third Business Days after the applicable Record Date or at least ten days prior to the applicable Maturity Date, as the case may be. Such Depositary must notify the Fiscal Agent of
such election and designated bank account on or prior to the fifth Business Day after the applicable Record Date or at least ten days prior to the applicable Maturity Date, as the case may be. Such
request may be mailed or hand delivered or sent by facsimile transmission. The beneficial owner of an interest in this Global Note may elect to receive payment in the Foreign Currency for all
principal, premium and interest payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Fiscal Agent, but
written notice of any such revocation must be received by the Fiscal Agent on or prior to the applicable Record Date or at least sixteen days prior to the applicable Maturity Date, as the case may be. 


C-7





 

If
the box under the heading "Payments of Principal and Premium, if any, and Interest" shown on the face hereof marked "Foreign Currency" has been checked, payment of principal and premium, if any,
and interest will be made in the Foreign Currency and a beneficial owner of an interest in this Global Note will not have the option to elect payment in U.S. dollars. 


C-8





 

If
the Foreign Currency is not available for the payment of principal and premium, if any, and interest with respect to this Global Note due to the imposition of exchange controls or other
circumstances beyond the control of Québec, Québec will be entitled to satisfy its obligations to the Holder of this Global Note by making such payment in
U.S. dollars (i) on the basis of the Market Exchange Rate on the date of the payment, or (ii) if the Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate, or (iii) as the case may be, as otherwise specified in "Other Provisions" on the face hereof. 


The
Fiscal Agent will, subject to applicable laws and regulations, make all payments in the Foreign Currrency with respect to this Global Note by wire transfers to the appropriate bank accounts
of which DTC or any other depositary through which this Global Note is held, as the case may be, notifies the Fiscal Agent which shall be, where such payment is made as a result of an election by a
beneficial owner of an interest in this Global Note as provided above, the accounts designated as provided above. 



In
order for any Holder of this Global Note entitled to receive payments of principal and premium, if any, and interest in the Foreign Currency to receive such payments by wire transfer, such Holder
shall designate an appropriate bank account. Such designation shall be made by filing the appropriate information with the Fiscal Agent at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least sixteen days prior to the applicable Maturity Date, as the case may be. The Fiscal Agent will, subject to applicable laws and regulations and until
it receives notice to the contrary, make such payment and all succeeding payments to such Holder by wire transfer to the designated account. If a payment cannot be made by wire transfer because the
required information has not been received by the Fiscal Agent on or before the requisite date, a notice will be mailed to the Holder of this Global Note at its registered address requesting such
information and until such information has been received, no additional interest will accrue. 


Québec
will pay all administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon such payments
will be borne by the Holder of this Global Note. 


The
"Market Exchange Rate" with respect to any Foreign Currency shall be the noon dollar buying rate in The City of New York for cable transfers for such Foreign Currency as certified for
customs purposes by the Federal Reserve Bank of New York. 



 Redemption at the Option of Québec  




If
one or more Redemption Dates (or ranges of such dates) is specified on the face hereof, this Global Note is subject to redemption upon not less than thirty days' and not more than sixty days' prior
notice by mail, on any such date (or during any such range) as a whole, or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face hereof
(provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of Québec, at the Redemption Price (as defined
below) together with accrued interest to the Redemption Date; but any interest payment due on an Interest Payment Date falling on or prior to the Redemption Date will be payable to the Holder hereof
(or one or more predecessor Notes) of record at the close of business on the Record Date pertaining to such Interest Payment Date. If applicable, the "Redemption Price" for any such redemption shall
be equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction specified on the face hereof, if applicable) multiplied by the
portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be redeemed; provided, however, that in no event
shall the Redemption Price be less than 100% of the portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof)
to be redeemed. 


C-9





 

Notice
of redemption having been given as aforesaid, this Global Note (or the portion of the Principal Amount hereof so to be redeemed) shall, on the Redemption Date, become due and payable at the
Redemption Price herein specified, and from and after such date (unless Québec shall default in the payment of the Redemption Price and accrued interest) shall cease to bear interest. 



In
the case of any partial redemption at the election of Québec of Notes, the Notes of a particular tenor to be redeemed shall be selected by the Fiscal Agent not more than sixty days
prior to the Redemption Date by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions of the Principal Amount of Notes. In
the event of any redemption of this Global Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof, provided that such unredeemed portion shall be an authorized denomination for Notes of this series. 



 Repayment at the Option of Holder  




If
one or more Optional Repayment Dates (or ranges of such dates) is specified on the face hereof, this Global Note is subject to repayment on any such date (or during any such range) or, if such date
is not a Business Day, on the first Business Day following such date, as a whole or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face
hereof (provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of the Holder hereof at the Repayment Price (as defined
below) together with accrued interest thereon to the Optional Repayment Date, but any interest payment due on an Interest Payment Date falling on or prior to the Optional Repayment Date will be
payable to the Holder hereof of record at the close of business on the Record Date pertaining to such Interest Payment Date. Such election shall be effected by the Holder hereof delivering to
Québec at the corporate trust office of the Fiscal Agent in The City of New York not less than thirty nor more than sixty days prior to the date on which this Global Note is to
be repaid, or during such other notice period specified on the face hereof, a notice requesting such repayment in the form prescribed below and specifying the date upon which this Global Note is to be
repaid. Any notice given by a Holder pursuant to this paragraph shall consist of this Global Note with the form entitled "Option to Elect Repayment" set forth of the end of this Global Note duly
completed. Exercise of the repayment option by the Holder hereof will be irrevocable. Unless otherwise specified on the face hereof, the "Repayment Price" for any such repayment shall be 100% of the
portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be repaid. 


C-10





 

Status of the Notes  


The
Notes shall rank equally among themselves and with the other debt securities of Québec outstanding on the date of this Global Note or issued hereafter. 


Form, Denomination and Registration  


The
Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof, or, in the case of Notes denominated in a Foreign
Currency, the equivalent in the Foreign Currency (rounded down to an integral multiple of 10,000 units of such Foreign Currency) or such larger amount in integral multiples of 10,000 units of such
Foreign Currency. The Fiscal Agent has been appointed registrar for the Notes, and Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of
New York a Note Register for the registration and transfer of Notes. 


This
Note is a Global Note registered in the name of a nominee of the Depositary. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") 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 Notes, this
Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the
Depositary or the nominee of the Depositary to a successor of the Depositary or a nominee of such successor. 


C-11





 

The
Notes represented by this Global Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of U.S.$1,000 and integral multiples thereof only (i) if the
Depositary notifies Québec that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by Québec within 90 days after receiving the notice or becoming aware that the
Depositary is no longer registered as the Depositary, or (ii) if Québec executes and delivers to the Fiscal Agent a written notice that all Global Notes representing Notes shall
be exchangeable, or (iii) upon request to the Fiscal Agent by the Depositary, acting on direct or indirect instructions of a Holder or any beneficial owner of interests in this Global Note,
after an event of default entitling the Holders to accelerate the Stated Maturity of the Notes represented by this Global Note has occurred and is continuing,  provided that if the Depositary is
unwilling or does not promptly make such request to the Fiscal Agent, then any beneficial owner of interests in this
Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be
exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Québec shall issue or cause to be issued
Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by this Global Note. All such exchanges will be free of charge, but Québec may require payment
of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note
shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a
period of fifteen days preceding any Interest Payment Date. 


In
respect of any such issuance of Certificated Notes, (i) Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed
with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such
Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be
exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new
Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register.
The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such
Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as
directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by
this Global Note shall be valid obligations of Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement as the Global Notes. 


C-12





 

Québec
expressly acknowledges that if Certificated Notes are not promptly issued to a beneficial owner of an interest in a Global Note as contemplated herein, then such beneficial owner
shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Note or applicable law with respect to the portion of this Global Note that represents such beneficial owner's interest as
if such Certificated Notes had been issued. 


In
the event of any redemption of Notes represented by this Global Note at the election of Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of
or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the
day of mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of
this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global
Note with respect to which such option has been exercised. 


Subject
to the foregoing, this Global Note is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered in the name of the Depositary or its
nominee. 


Events of Default  


In
the event that (i) Québec shall default in the payment of principal of or premium or interest on this Global Note as and when the same shall be due and payable, and such
default shall continue for a period of 45 days, or (ii) default shall be made in the due performance or observance by Québec of any covenant or agreement contained in the
Global Notes, other than the payment of principal, premium or interest, or in the Fiscal Agency Agreement, and such default shall continue for a period of 60 days, or
(iii) Québec shall default in the payment of any principal of or premium or interest on any indebtedness (direct or under a guarantee) for borrowed money, other than the Global
Notes, as and when the same shall be due and payable, and such default shall continue for a period of 45 days, provided that the foregoing shall
not be taken into account so long as the aggregate principal amount of all such indebtedness (direct or under a guarantee) for borrowed money with respect to which the foregoing has occurred does not
exceed U.S.$50,000,000 (or its equivalent in other currencies), then at any time thereafter and during the continuance of such default the Holder of this Global Note (or its proxy) may deliver or
cause to be delivered to Québec (with a copy to the Fiscal Agent) a written notice that such Holder elects to declare the principal of the Note or Notes held by him (the serial number
or numbers of the Global Note representing such Notes and the Principal Amount of the Notes owned by him and the subject of such declaration being set forth in such notice) to be due and payable and,
in the cases falling within either (i) or (iii) above, on the 15th day after delivery of such notice, or, in the cases falling within (ii) above, on the 30th day after delivery of
such notice, the principal of the Note or Notes referred to in such notice plus any premium and accrued interest thereon shall become due and payable at the places for payment herein specified, unless
prior to that time all such defaults theretofore existing shall have been cured. 


C-13





 

Modification  


The
Fiscal Agency Agreement contains provisions with respect to modifying or amending said Agreement either without notice to, or the consent of, the holder of any Note or with the approval of the
holders of Notes. 


Future Holders  


Any
action by the Holder of this Global Note shall bind all future Holders of this Global Note, and of any Note issued in exchange or substitution herefor or in place hereof, in respect of anything
done or permitted by Québec or by the Fiscal Agent in pursuance of such action. 


Notices  


All
notices to the Holders of Global Notes will be given in writing mailed, first-class postage prepaid, to each Holder at each Holder's address as it appears in the Note Register. Any such notice
shall be deemed to have been given on the date of such mailing. 


However,
when Certificated Notes are outstanding, all notices to the Holders of Notes will be published in English in New York, New York in The Wall Street
Journal and in Toronto, Ontario in The Globe & Mail and in French in Montréal, Québec in  La Presse. If at
any time publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper, or,
if in Québec, a French language newspaper, with general circulation in the respective market regions as Québec, with the approval of the Fiscal Agent, 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. 


C-14





 

Office or Agency of Québec  


So
long as this Global Note shall be outstanding, Québec will maintain an office or agency for the payment of the principal of and premium, if any, and interest on this Global Note as
herein provided in The City of New York, and an office or agency in The City of New York for the registration, transfer and exchange as aforesaid of the Notes. Québec may
designate other agencies for the payment of said principal and premium, if any, and interest at such place or places (subject to applicable laws and regulations) as Québec may decide.
So long as there shall be a Fiscal Agent, Québec shall keep the Fiscal Agent advised of the names and locations of such agencies, if any are so designated. 


No
recourse under or upon any covenant contained in this Global Note or because of the creation of the indebtedness represented hereby shall be had against any official or other representative, past,
present or future, as such, of Québec whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and
understood that this Global Note is solely the obligation of Québec and that no personal liability whatever shall attach to or be incurred by any such officials or other
representatives, as such, because of the execution of this Global Note. 


Prescription  


Under
current Québec law, Québec's obligation to make any payment on the Notes shall be extinguished three years after the date such payment is due unless the right to
such payment is judicially exercised prior to the expiration of such three-year period. 


Governing Law  


The
Notes shall be construed in accordance and governed by the laws of Québec and the laws of Canada applicable therein. 


Québec
irrevocably consents to the fullest extent permitted by law to the giving of any relief (including, without limitation, the making, enforcement or execution against any property
of any order or judgment) made or given in connection with any proceedings arising out of or in connection with the Fiscal Agency Agreement and the Notes. 


C-15





 

U.S. Dollars  


Reference
in this Global Note to "U.S. dollars" is to the currency of the United States of America. 


C-16






 
 
 

OPTION TO ELECT REPAYMENT    
    


        The undersigned hereby irrevocably requests and instructs Québec to repay the within Global Note (or portion thereof specified below) pursuant to
its terms at the Repayment Price, to the undersigned at: 





















(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED) 


If
less than the entire Principal Amount of the within Global Note is to be repaid, specify the portion thereof which the Holder elects to have repaid: 



	
	;





and
specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Global Note not
being repaid (in the absence of any such specification, one such Global Note will be issued for the portion not being repaid): 



	
	;





	Dated:
                                         
       	 	 
	 	 	 
	 	 	
 NOTICE: This signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.




C-17






  



EXHIBIT D  


        This
Note is a Global Note within the meaning of the Fiscal Agency Agreement hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Global Note
may not be exchanged in whole or in part for a Note registered, and no transfer of this Global Note in whole or in part may be registered, in the name of any Person other than such Depositary or a
nominee thereof except in the limited circumstances described in the Fiscal Agency Agreement. 


        Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Québec or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC
(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. 



	REGISTERED	 	REGISTERED
	No. GFLR	 	$
	CUSIP	 	 




 
 

QUÉBEC
  GLOBAL MEDIUM-TERM NOTE
  SERIES A
  (Floating Rate)    
    


        Issue of up to U.S.$3,000,000,000 Medium-Term Notes, Series A (or the equivalent thereof in other currencies), Due Nine Months or More
from Date of Issue. 


        The
following summary of terms is subject to the information set forth on the reverse hereof. 



	 	 	PRINCIPAL AMOUNT:
	 	 	SPECIFIED CURRENCY:
	 	 	ISSUE DATE:
	 	 	INTEREST RATE BASIS:
	 	 	SPREAD:
	 	 	SPREAD MULTIPLIER:
	 	 	INITIAL INTEREST RATE:
	 	 	MAXIMUM INTEREST RATE:
	 	 	MINIMUM INTEREST RATE:
	 	 	INTEREST PAYMENT DATE(S):




D-1





 


	 	 	INTEREST PAYMENT PERIOD:
	 	 	INTEREST RESET DATE(S):
	 	 	INTEREST RATE RESET PERIOD:
	 	 	INTEREST DETERMINATION DATE(S):
	 	 	CALCULATION DATE(S):
	 	 	INDEX MATURITY:
	 	 	CALCULATION AGENT:
	 	 	RECORD DATE(S):
	 	 	STATED MATURITY:
	 	 	REDEMPTION DATE(S):
	 	 	MINIMUM DENOMINATION TO BE REDEEMED (IF OTHER

    THAN U.S.$1,000):
	 	 	INITIAL REDEMPTION PERCENTAGE:
	 	 	ANNUAL REDEMPTION PERCENTAGE REDUCTION:
	 	 	OPTIONAL REPAYMENT DATE(S):
	 	 	MINIMUM DENOMINATION TO BE REPAID (IF OTHER THAN

    U.S.$1,000):
	 	 	PAYMENTS OF PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST:
	 	 	    o U.S. dollars (if held by Cede & Co.)
	 	 	    o Foreign Currency (if not held by Cede & Co.):
	 	 	EXCHANGE RATE AGENT:
	 	 	ORIGINAL ISSUE DISCOUNT SECURITY:
	 	 	    TOTAL AMOUNT OF OID:
	 	 	    YIELD TO MATURITY:
	 	 	    INITIAL ACCRUAL PERIOD OID:
	 	 	OTHER PROVISIONS:





        QUÉBEC, for value received, hereby promises to pay to Cede & Co., as nominee of The
Depository Trust Company ("DTC" or the "Depositary") or registered assigns, or in accordance with the instructions of the Depositary as provided on the reverse hereof, the Principal Amount specified
above (any currency other than U.S. dollars being hereinafter referred to as a "Foreign Currency") at the Stated Maturity specified above and to pay interest thereon at a rate per annum equal
to the Initial Interest Rate specified above until the first Interest Reset Date specified above following the Issue Date specified above and thereafter at a rate determined in accordance with the
provisions on the reverse hereof under the heading "Determination of CD Rate", "Determination of CMT Rate", "Determination of Commercial Paper Rate", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of EURIBOR", "Determination of Prime Rate" or "Determination of Treasury Rate", depending upon whether the Interest Rate Basis specified above is CD Rate, CMT
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, EURIBOR, Prime Rate or Treasury Rate, until the principal hereof is paid or duly made available for payment. Interest on this Global Note will
accrue from, and including, the immediately preceding Interest Payment Date specified above in respect of which interest has been paid or duly 


D-2





 

provided
for or, if no interest has been paid, from the Issue Date specified above to, but excluding, the next succeeding Interest Payment Date or, in respect of any part of the Principal Amount due
on a Maturity Date (as defined below), such Maturity Date, as the case may be, except that the interest payment on a Maturity Date will include interest accrued to but excluding such date. Except as
provided herein, Québec will pay interest monthly, quarterly, semi-annually or annually as specified above under "Interest Payment Period", commencing with the first
Interest Payment Date specified above next succeeding the Issue Date, unless the Issue Date occurs between a Record Date and the Interest Payment Date to which such Record Date pertains, in which case
commencing on the Interest Payment Date following the next succeeding Record Date and in respect of any part of the Principal Amount due on a Maturity Date, on such Maturity Date. 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 Note (or one or more predecessor Global Notes) is registered (the
"Holder") in the register of the names and addresses of Holders of Notes (the "Note Register") maintained by Québec at the corporate trust office of the Fiscal Agent (as defined on the
reverse hereof) at the close of business on the date fifteen calendar days prior to an Interest Payment Date (whether or not a Business Day (as defined on the reverse hereof)) (a "Record Date"), or in
accordance with the instructions of the Depositary as provided on the reverse hereof; provided, however,
that interest payable on a Maturity Date will be payable to the person to whom the part of the Principal Amount due on such Maturity Date shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the person in whose name this Global Note (or one or more predecessor Global Notes) is
registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Fiscal Agent, notice whereof shall be given to Holders of Notes of this
series not less than ten days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this
Global Note may be listed, and upon such notice as may be required by such exchange. 


D-3





 

        Upon
presentation of this Global Note on a Maturity Date at the corporate trust office of the Fiscal Agent maintained for that purpose in The City of New York, or at such other
office or agency of Québec maintained by it in The City of New York for the purpose of making such payments, payment of the principal of this Global Note and premium, if any, and
interest due on such Maturity Date will be made to the Holder of this Global Note on such Maturity Date in immediately available funds or, if such payment is to be made in a Foreign Currency, by wire
transfer to the bank account or accounts designated by the Depositary as provided on the reverse hereof. If payments of interest, other than on a Maturity Date, on this Global Note are to be made in
U.S. dollars, such payments will be made by check mailed to the address of such Holder as it appears in the Note Register, or, if such payments are to be made in a Foreign Currency as provided
on the reverse hereof, by wire transfer to the Holder's bank account, as designated by the Holder of this Global Note by written notice to the Fiscal Agent on or prior to the applicable Record Date. A
Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than on a
Maturity Date, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Fiscal Agent not less than ten days prior to the applicable Interest
Payment Date. As more fully provided on the reverse hereof, payment of the principal of and premium, if any, and interest on this Global Note 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 or private debts, unless the Specified Currency indicated above is a Foreign Currency (a "Foreign
Currency Note") and payment is to be made in such Foreign Currency as provided on the reverse hereof in which case payment shall be made in such Foreign Currency. 



        REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE. 


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


D-4





 

SIGNED
ON BEHALF OF QUÉBEC. 



	 	 	 
	Dated:
                                         
       	 	 
	 	 	 
	 	 	 
	 	 	
 Authorized Official





FISCAL AGENT'S CERTIFICATE

OF AUTHENTICATION


This
is one of the Notes referred to in the

within-mentioned Fiscal Agency Agreement. 


CITIBANK, N.A., as Fiscal Agent 



	 	 	 
	 	 	 
	
 Authorized Officer	 	 




D-5






  



 
 

QUÉBEC
  GLOBAL MEDIUM-TERM NOTE
  SERIES A
  FLOATING RATE    
    


General  


        This Global Note is one of a duly authorized issue of Medium-Term Notes, Series A (the "Notes"), Due Nine Months or More from Date of Issue, as
selected by the purchaser and agreed to by Québec. The Notes are issuable in a single series under a fiscal agency agreement, dated as of May 30, 2002, as may be amended or
supplemented from time to time (the "Fiscal Agency Agreement"), among Québec and Citibank, N.A., as fiscal agent (the "Fiscal Agent", which term shall include, unless the context
otherwise requires, its successors and assigns), in an aggregate initial offering price of up to U.S.$3,000,000,000 at any one time outstanding, or the equivalent thereof in other currencies at the
Market Exchange Rate (as defined below) on the applicable settlement dates in the case of Notes denominated in a Foreign Currency. The foregoing limit, however, may be increased by
Québec if in the future it determines that it may wish to sell additional Notes. The Fiscal Agency Agreement may be amended or supplemented from time to time in accordance with the
terms thereof, but any such amendment or supplement will not affect the rights of the Holder hereunder. 


        As
used herein, "Maturity Date", when used with respect to this Global Note, means the date on which the Principal Amount of this Note or any part thereof becomes due and payable,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 


Interest  



 General  




        Commencing with the first Interest Reset Date specified on the face hereof following the Issue Date, the rate at which interest on this Global Note is payable
shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as specified on the face hereof under "Interest Rate Reset Period";  provided, however, that the interest rate in effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate. If any Interest Reset Date would otherwise be a day that is not a Business Day (as defined below), such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that in the case the Interest Rate Basis is LIBOR or EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the rate of interest on this Global Note
shall be the rate determined in accordance with the provisions of the applicable heading below. 


D-6





 

        Determination of CD Rate.    If the Interest Rate Basis is CD Rate, the interest rate payable with respect to this Global Note
shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The
CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a "CD Interest Determination Date") for negotiable certificates of deposit for
the period of the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any
successor publication ("H.15(519)") under the heading "CDs (Secondary Market)" or any replacement heading on that service. If such rate is not published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date (as defined below) pertaining to such CD Interest Determination Date, then the CD Rate shall be the rate on such CD Interest Determination Date set
forth in the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication ("H.15 Daily Update") for that day in respect of certificates of deposit having the Index Maturity specified
above under the heading "CD(s) (Secondary Market)" or any replacement heading on that service. If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such CD Interest Determination Rate, then the CD Rate shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Interest Determination Date, of three leading non-bank dealers of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed
by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the "Agents") and affiliates of the Agents) for negotiable certificates of deposit
of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at
such time, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date. 


D-7





 

        Determination of CMT Rate.    If the Interest Rate Basis is CMT Rate, the interest rate payable with respect to this Global Note
shall equal the CMT Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The CMT Rate shall equal the rate as of the second Business
Day prior to the Interest Reset Date specified on the face hereof (a "CMT Rate Interest Determination Date") displayed on the Designated CMT Telerate Page (as defined below) under the caption
"...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index (as defined below) for
(i) if the Designated CMT Telerate Page is 7051, such CMT Rate Interest Determination Date or (ii) if the Designated CMT Telerate Page is 7052, the week or the month, as applicable,
ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or is not displayed by
3:00 p.m., New York City time, on the Calculation Date pertaining to such CMT Rate Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date shall be
such treasury constant maturity rate for the Designated CMT Maturity Index as may then be published in the relevant H.15(519). If such rate is no longer published, or is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date shall be such treasury constant maturity rate for the Designated
CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for such CMT Rate Interest Determination Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If such information is not published by 3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the yield to maturity, based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported by three leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for obligations of the
United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity
Index minus one year and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in
the immediately preceding sentence, then the CMT Rate will be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be
eliminated. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and
shall be the yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent (and which may include the Agents and their affiliates), and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for Treasury Notes with an original
maturity of a number of years that is greater than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount that is
representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in the immediately preceding sentence, then the
CMT Rate shall be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated;  provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described in the immediately preceding sentence, the CMT Rate shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotations for the Treasury Note with the shorter remaining term
to maturity will be used. 


D-8





 

        "Designated
CMT Telerate Page" means the display on the Moneyline Telerate Service Inc., or any successor, on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)), for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is so specified, the Designated CMT Telerate Page shall be 7052, for the most recent week. 


        "Designated
CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the face
hereof with respect to which the CMT Rate will be calculated. If no such maturity is specified on the face hereof, the Designated CMT Maturity Index shall be two years. 



        Determination of Commercial Paper Rate.    If the Interest Rate Basis is Commercial Paper Rate, the interest rate payable with
respect to this Global Note shall equal the Commercial Paper Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Commercial Paper
Rate shall equal the Money Market Yield (as defined herein) as of the Business Day prior to the Interest Reset Date ("Commercial Paper Interest Determination Date") for commercial paper for the period
of the Index Maturity specified on the face hereof, as published in H.15(519) under the heading "Commercial Paper—Non Financial" or any replacement heading on that service. If such
rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate shall be
the Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date, for commercial paper for the period of the Index Maturity as published in H.15 Daily Update or any
other recognized electronic source used for displaying that rate, under the heading "Commercial Paper—Non Financial" or any replacement heading on that service (with an Index Maturity of
one month or three months being deemed to be an Index Maturity of thirty days or ninety days respectively). If such rate is not published in either H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Commercial Paper Interest Determination Date of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the Agents and their affiliates), for commercial paper for the
period of the Index Maturity placed for an industrial issuer whose bond rating from a nationally recognized rating agency is at least "AA" or the equivalent,  provided, however, that if such dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Commercial Paper Rate shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date. 


D-9





 

        "Money
Market Yield" shall be the yield calculated in accordance with the following formula: 



	 	 	D x 360

360 – (D x M)	 	x 100





where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M" refers to the actual number of days in
the Interest Payment Period for which interest is being calculated.




        Determination of Federal Funds Rate.    If the Interest Rate Basis is Federal Funds Rate, the interest rate payable with respect
to this Global Note shall equal the Federal Funds Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Federal Funds Rate shall
equal the rate as of the Business Day prior to the Interest Reset Date (a "Federal Funds Interest Determination Date") for U.S. dollar Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as that rate is displayed on Telerate page 120. If such rate is not displayed on Telerate page 120 by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Federal Funds Interest Determination Date, then the Federal Funds Rate shall be the rate on such Federal Funds Interest Determination Date as published in H.15
Daily Update or another recognized electronic source for displaying that rate under the heading "Federal Funds (Effective)" or any replacement heading on that service. If by 3:00 p.m.,
New York City time, on such Calculation Date, such rate is not published in either H.15(519) or H.15 Daily Update or another recognized electronic source, then the Federal Funds Rate
shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the Agents and their affiliates) by
9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date, provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate shall be the Federal Funds Rate in effect on such Federal Funds Interest Determination Date. 


D-10





 

        "Telerate
page" means the display on Moneyline Telerate Service, Inc. or any successor, on the page or pages specified on the face hereof, or any replacement page or pages on that
service. 


        Determination of LIBOR.    If the Interest Rate Basis is LIBOR, the interest rate payable with respect to this Global Note shall
equal LIBOR as determined as of the second London Business Day prior to the Interest Reset Date (a "LIBOR Interest Determination Date") in accordance with the following provisions, in each case plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any: 



	(i)
	With
respect to a LIBOR Interest Determination Date, LIBOR shall be either (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency for the period
of the Index Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appear on the Designated LIBOR Page (as defined below) as of
11:00 a.m. London time, on such LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR
Page, or (b) if "LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency for the period of the Index Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date that appears on the Designated
LIBOR Page specified on the face hereof as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of such LIBOR Interest Determination Date shall be determined in accordance with the provisions described in clause (ii) below. 



D-11





 



	(ii)
	With
respect to a LIBOR Interest Determination Date for which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated
LIBOR Page as specified in clause (i) above, the Calculation Agent will request the principal London office of each of four major reference banks in the London interbank market (which may
include affiliates of the Agents), as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index
Maturity and commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time.
If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date shall be the arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center (as defined
below) on such LIBOR Interest Determination Date by three major banks in such Principal Financial Center (which may include affiliates of the Agents) selected by the Calculation Agent for loans in the
Index Currency specified on the face hereof to leading European banks, for the period of the Index Maturity specified on the face hereof and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest
Determination Date. 




        "Designated
LIBOR Page" means either (i) if "LIBOR Reuters" is specified on the face hereof, the display on the Reuters Monitor Money Rates Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency, or (ii) if "LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the display on the Moneyline Telerate Service Inc., or any successor, for the purpose of displaying the London interbank rates of major banks for
the applicable Index Currency. 


D-12





 

        "Index
Currency" means the currency specified on the face hereof as the currency for which LIBOR shall be calculated. If no such currency is specified on the face hereof, the Index
Currency shall be United States dollars. 


        "Principal
Financial Center" as used herein will be the capital city of the country of the Index Currency specified on the face hereof, except that with respect to Canadian dollars,
euros, Swiss francs and United States dollars, the Principal Financial Center shall be Montréal, Brussels, Zurich and The City of New York, respectively. 


        Determination of EURIBOR.    If the Interest Rate Basis is EURIBOR, the interest rate payable with respect to this Global Note
shall equal EURIBOR determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. EURIBOR for each Interest Reset Date shall equal the offered rate,
as of the second TARGET Settlement Day (as defined below) prior to the Interest Reset Date (a "EURIBOR Interest Determination Date"), for deposits in euros for the period of the Index Maturity and
commencing on the second TARGET Settlement Day immediately following such EURIBOR Interest Determination Date, as that rate appears on Telerate page 248 as of 11:00 a.m., Brussels time,
on such EURIBOR Interest Determination Date. With respect to a EURIBOR Interest Determination Date for which no rate appears on Telerate page 248, the Calculation Agent will select the
principal Euro-Zone (as defined below) office of each of four major reference banks in that market (which may include affiliates of the Agents) and request them to provide their offered
quotation for euro deposits for the period of such Index Maturity, commencing on the second TARGET Settlement Day immediately following such EURIBOR Interest Determination Date, to prime banks in the
Euro-Zone inter-bank market at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date and in a principal amount that is representative for
a single transaction in euros in such market at such time. If at least two such quotations are provided, EURIBOR shall be calculated by the Calculation Agent and shall be the arithmetic mean of such
quotations. If fewer than two quotations are provided, EURIBOR shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
Brussels time, on such EURIBOR Interest Determination Date by three major banks in the Euro-Zone inter-bank market selected by the Calculation Agent (which may include
affiliates of the Agents) for loans in euros to leading European banks, for the period of such Index Maturity and in a principal amount that is representative for a single transaction in euros in such
market at such time. If the banks so selected by the Calculation Agent are not quoting, EURIBOR shall be EURIBOR in effect on such EURIBOR Interest Determination Date. 


D-13





 

        "Euro-Zone"
means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of that time, have adopted a single currency in
accordance with the Treaty on European Union of February 1992. 



        "TARGET
Settlement Day" means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system, or any successor system, is open for
business. 


        Determination of Prime Rate.    If the Interest Rate Basis is Prime Rate, the interest rate payable with respect to this Global
Note shall equal the Prime Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Prime Rate shall equal the rate as of the Business
Day prior to the Interest Reset Date (a "Prime Rate Interest Determination Date") that appears in H.15(519) under the heading "Bank Prime Loan" or any replacement heading on that service. 



        If
such rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, then the Prime Rate will
be the rate on such Prime Rate Interest Determination Date as published in H.15 Daily Update under the heading "Bank Prime Loan" or any replacement heading on that service. 


        If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519) or H.15 Daily Update or such other recognized electronic
source, then the Prime Rate will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the display designated as page "US PRIME 1" on the Reuters Monitor
Money Rates Service, or such other page as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks ("Reuters
Screen US PRIME 1 Page"), as such bank's prime rate or base lending rate as of 11:00 a.m., New York City time, on such Prime Rate Interest Determination Date. 


        If
fewer than four such rates appear on the Reuters Screen US PRIME 1 Page on such Prime Rate Interest Determination Date, the Calculation Agent shall calculate the Prime Rate for such
Prime Rate Interest Determination Date. Such rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360, as
of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent after consultation with
Québec (and which may be affiliates of the Agents). 


D-14





 

        However,
if the selected banks are not quoting, the Prime Rate for such Prime Rate Interest Determination Date shall be the Prime Rate in effect on such Prime Rate Interest Determination
Date. 


        Determination of Treasury Rate.    If the Interest Rate Basis is Treasury Rate, the interest rate payable with respect to this
Global Note shall equal the Treasury Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate shall equal the rate for
the auction of direct obligations of the United States ("Treasury Bills") sold at the auction on the applicable Treasury Rate Interest Determination Date for the period of the Index Maturity as
such rate appears on Telerate page 56 or 57 under the heading "MONEYLINE INVESTMENT RATE" or any replacement heading on that service (the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned, is a "Treasury Rate Interest Determination Date"). 



        If
an auction is held on the Friday of the week preceding the applicable Interest Reset Date, the Treasury Rate Interest Determination Date will be such preceding Friday. 


        If
the rate described above does not appear on Telerate page 56 or 57 at 3:00 p.m., New York City time, on the Calculation Date pertaining to such Treasury
Rate Interest Determination Date, the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Rate Interest Determination Date, for the type of Treasury Bills described above,
as published in H. 15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Auction
High". 


        If
the results of the auction of Treasury Bills for the period of the Index Maturity are not published or reported as provided above by 3:00 p.m., New York City time, on
such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined below) of the auction rate, for such Treasury Interest Determination Date and for Treasury Bills of the
kind described above, as announced by the United States Department of the Treasury. 


        If
the auction rate described in the immediately preceding paragraph is not so announced by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction
is held for the relevant week, then the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Interest Rate Determination Date and for Treasury Bills having a remaining
maturity closest to the period of the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/ Secondary Market". 


D-15





 

        If
the rate described in the immediately preceding paragraph does not appear in H.15(519) at 3:00 p.m., New York City time, on such Calculation Date, then the
Treasury Rate shall be the rate, for such Interest Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in
H.15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". 


        If
the rate described in the immediately preceding paragraph does not appear in H.15(519) Daily Update or another recognized electronic source at 3:00 p.m., New York
City time, on such Calculation Date, the Calculation Agent shall calculate the Treasury Rate for such Treasury Rate Interest Determination Date. Such rate shall be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of three primary
United States government securities dealers, as selected by the Calculation Agent after consultation with Québec (and which may be the Agents or their affiliates) for the issue
of Treasury bills with a remaining maturity closest to the period of the Index Maturity. 


        If
the selected dealers are not quoting, the Treasury Rate for such Treasury Rate Interest Determination Date shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date. 


        "Bond
Equivalent Yield" shall be the yield calculated in accordance with the following formula: 


  D  x  N  x 100  

360 – (D  x  M)


where
"D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be, and "M" refers to the
actual number of days in the Interest Payment Period for which interest is being calculated. 



 Maximum/Minimum Interest Rate  




        Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Global
Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. 


D-16





 

 Interest Calculations  




        The Calculation Date, if applicable, pertaining to any Interest Determination Date is the earlier of (i) the tenth calendar day after such Interest
Determination Date or if any such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be. 


        At
the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date. 


        Accrued
interest hereon shall be an amount calculated by multiplying the Principal Amount as specified on the face hereof by an accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day from the Issue Date, or from the last date to which interest has been paid or duly provided for, to but excluding the date for which
accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis is CD Rate, Commercial
Paper Rate, Federal Funds Rate, LIBOR, EURIBOR or Prime Rate, as specified on the face hereof, or by the actual number of days in the year if the Interest Rate Basis is CMT Rate or Treasury Rate, as
specified on the face hereof. For purposes of disclosure under the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate of interest payable on this Global Note, except if
the Interest Rate Basis of this Global Note is the CMT Rate or Treasury Rate, is the interest rate payable from time to time multiplied by the number of days in the year and divided by 360. 


Rounding  


        All percentages resulting from any calculation on this Global Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculation on this Note will be rounded to the nearest cent or, if this Note is denominated in a Foreign Currency, the nearest unit (with one half
cent or unit being rounded upwards). 


D-17





 

Payments  



 General  




        In the case where an Interest Payment Date or a Maturity Date does not fall on a Business Day, any payment of principal, premium or interest otherwise payable on
such day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity Date and no interest
shall accrue for the period from and after such Interest Payment Date or Maturity Date to such next succeeding Business Day, except that, in the case of payments of interest other than on the Maturity
Date, if the Interest Rate Basis of this Note is LIBOR or EURIBOR, as specified above and such next Business Day falls in the next calendar month, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such Interest Payment Date. As used herein, "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by law or executive order to close in The City of New York; provided,  however, that (i) with respect to Notes as to which LIBOR is the applicable Interest Rate Basis, such day is also a "London Business Day";
(ii) with respect to Foreign Currency Notes the payment of which is to be made in a Foreign Currency other than euros, such day is also a day on which banking institutions are not authorized or
required by law or executive order to close in the Principal Financial Center of the country of the Foreign Currency; and (iii) with respect to Foreign Currency Notes the payment of which is to
be made in euros, such day is also a TARGET Settlement Day. 


        "London
Business Day" means a day on which commercial banks are open for business (including dealings in the Foreign Currencies) in London, England. 



 Original Issue Discount Note  




        If this Global Note is designated on the face hereof as an Original Issue Discount Note, then, notwithstanding anything to the contrary contained in this Global
Note, upon the redemption, repayment or acceleration of the Stated Maturity of this Global Note there shall be payable, in lieu of the Principal Amount due at the Stated Maturity hereof, an amount
equal to the Amortized Face Amount of this Global Note. The "Amortized Face Amount" shall be the amount equal to (i) the Issue Price (as defined below) of this Global Note, plus
(ii) that portion of the difference between the Issue Price and the Principal Amount of this Global Note that has been amortized at the Stated Yield (as defined below) of this Global Note
(computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount exceed the Principal Amount of this Global Note. As used in the previous sentence "Issue Price" means the Principal Amount of this Global Note less the Total Amount of OID of
this Global Note specified on the face hereof and the "Stated Yield" of this Global Note means the Yield to Maturity specified on the face hereof (or if not so specified, the Yield to Maturity
compounded semi-annually and computed in accordance with generally accepted United States bond yield computation principles) for the period from the Issue Date of this Global Note
to the Stated Maturity hereof on the basis of its Issue Price and Principal Amount. 


D-18





 

 Foreign Currency Note  




        If this Global Note is a Foreign Currency Note, the principal and premium, if any, and interest on this Global Note are payable by Québec in the
Foreign Currency shown on the face hereof. If the box under the heading "Payments of Principal and Premium, if any, and Interest" shown on the face hereof marked "U.S. dollars" has been
checked, Citibank, N.A., in its capacity as exchange rate agent, or such other person as shall be appointed by Québec (the "Exchange Rate Agent", which term shall include, unless the
context otherwise requires, its successors and assigns), will convert all payments of
principal and premium, if any, and interest on this Global Note to U.S. dollars, unless a beneficial owner of an interest in this Global Note elects to receive such payments in the Foreign
Currency as described below. Any U.S. dollar amount to be received by a Holder of this Global Note will be based on either a bid quotation that the Exchange Rate Agent or any of its affiliates
quotes, which shall be a competitive quotation in the market at that time for such a transaction, or a bid quotation from a leading foreign exchange bank in The City of New York selected by the
Exchange Rate Agent, at 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date for purchase by the Exchange Rate Agent of the Foreign Currency
for U.S. dollars for settlement on such payment date in the aggregate amount of the Foreign Currency due to all Holders of Notes scheduled to receive U.S. dollar payments. All currency
exchange risks and costs will be borne by the Holder of this Global Note by deductions from such payments. Notwithstanding the above, the beneficial owner of an interest in this Global Note may elect
to receive payment of the principal of and premium, if any, and interest on this Global Note in the Foreign Currency by transmitting a written request for such payment (and designating at the same
time the appropriate bank account to which the payment will be made) to the participant through which its interest is held on or prior to the applicable Record Date or at least fifteen days prior to
the applicable Maturity Date, as the case may be. Such participant must notify the Depositary of such election and designated bank account on or prior to the third Business Days after the applicable
Record Date or at least ten days prior to the applicable Maturity Date, as the case may be. Such Depositary must notify the Fiscal Agent of such election and designated bank account on or prior to the
fifth Business Day after the applicable Record Date or at least ten days prior to the applicable Maturity Date, as the case may be. Such request may be mailed or hand delivered or sent by facsimile
transmission. The beneficial owner of an interest in this Global Note may elect to receive payment in the Foreign Currency for all principal, premium and interest payments and need not file a
separate election for each payment. Such election will remain in effect until revoked by written notice to the Fiscal Agent, but written notice of any such revocation must be received by the Fiscal
Agent on or prior to the applicable Record Date or at least sixteen days prior to the applicable Maturity Date, as the case may be. 


D-19





 

        If
the box under the heading "Payments of Principal and Premium, if any, and Interest" shown on the face hereof marked "Foreign Currency" has been checked, payment of principal and
premium, if any, and interest will be made in the Foreign Currency and a beneficial owner of an interest in this Global Note will not have the option to elect payment in U.S. dollars. 


        If
the Foreign Currency is not available for the payment of principal and premium, if any, and interest with respect to this Global Note due to the imposition of exchange controls or
other circumstances beyond the control of Québec, Québec will be entitled to satisfy its obligations to the Holder of this Global Note by making such payment in
U.S. dollars (i) on the basis of the Market Exchange Rate on the date of the payment, or (ii) if the Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate, or (iii) as the case may be, as otherwise specified in "Other Provisions" on the face hereof. 



        The
Fiscal Agent will, subject to applicable laws and regulations, make all payments in the Foreign Currency with respect to this Global Note by wire transfers to the appropriate bank
accounts of which DTC or any other depositary through which this Global Note is held, as the case may be, notifies the Fiscal Agent which shall be, where such payment is made as a result of an
election by a beneficial owner of an interest in this Global Note as provided above, the accounts designated as provided above. 


        In
order for any Holder of this Global Note entitled to receive payments of principal and premium, if any, and interest in the Foreign Currency to receive such payments by wire transfer,
such Holder shall designate an appropriate bank account. Such designation shall be made by filing the appropriate information with the Fiscal Agent at its corporate trust office in The City of
New York on or prior to the applicable Record Date or at least sixteen days prior to the applicable Maturity Date, as the case may be. The Fiscal Agent will, subject to applicable laws and
regulations and until it receives notice to the contrary, make such payment and all succeeding payments to such Holder by wire transfer to the designated account. If a payment cannot be made by wire
transfer because the required information has not been received by the Fiscal Agent on or before the requisite date, a notice will be mailed to the Holder of this Global Note at its registered address
requesting such information and until such information has been received, no additional interest will accrue. 



        Québec
will pay all administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon
such payments will be borne by the Holder of this Global Note. 


D-20









  





The "Market Exchange Rate" with respect to any Foreign Currency shall be the noon dollar buying rate in The City of New York for cable transfers for such Foreign Currency as certified for
customs purposes by the Federal Reserve Bank of New York. 



 Redemption at the Option of Québec  




If
one or more Redemption Dates (or ranges of such dates) is specified on the face hereof, this Global Note is subject to redemption upon not less than thirty days' and not more than sixty days' prior
notice by mail, on any such date (or during any such range) as a whole, or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face hereof
(provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of Québec, at the Redemption Price (as defined
below) together with accrued interest to the Redemption Date; but any interest payment due on an Interest Payment Date falling on or prior to the Redemption Date will be payable to the Holder hereof
(or one or more predecessor Notes) of record at the close of business on the Record Date pertaining to such Interest Payment Date. If applicable, the "Redemption Price" for any such redemption shall
be equal to the Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction specified on the face hereof, if applicable) multiplied by the
portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be redeemed; provided, however, that in no event
shall the Redemption Price be less than 100% of the portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof)
to be redeemed. 


Notice
of redemption having been given as aforesaid, this Global Note (or the portion of the Principal Amount hereof so to be redeemed) shall, on the Redemption Date, become due and payable at the
Redemption Price herein specified, and from and after such date (unless Québec shall default in the payment of the Redemption Price and accrued interest) shall cease to bear interest. 


In
the case of any partial redemption at the election of Québec of Notes, the Notes of a particular tenor to be redeemed shall be selected by the Fiscal Agent not more than sixty days
prior to the Redemption Date by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions of the Principal Amount of Notes. In
the event of any redemption of this Global Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof, provided that such unredeemed portion shall be an authorized denomination for Notes of this series. 


D-21





 

 Repayment at the Option of Holder  




If
one or more Optional Repayment Dates (or ranges of such dates) is specified on the face hereof, this Global Note is subject to repayment on any such date (or during any such range) or, if such date
is not a Business Day, on the first Business Day following such date, as a whole or from time to time in part, in increments of U.S.$1,000 or such other minimum denomination specified on the face
hereof (provided that any remaining Principal Amount hereof shall be at least U.S.$1,000 or such other minimum denomination), at the election of the Holder hereof at the Repayment Price (as defined
below) together with accrued interest thereon to the Optional Repayment Date, but any interest payment due on an Interest Payment Date falling on or prior to the Optional Repayment Date will be
payable to the Holder hereof of record at the close of business on the Record Date pertaining to such Interest Payment Date. Such election shall be effected by the Holder hereof delivering to
Québec at the corporate trust office of the Fiscal Agent in The City of New York not less than thirty nor more than sixty days prior to the date on which this Global Note is to
be repaid, or during such other notice period specified on the face hereof, a notice requesting such repayment in the form prescribed below and specifying the date upon which this Global Note is to be
repaid. Any notice given by a Holder pursuant to this paragraph shall consist of this Global Note with the form entitled "Option to Elect Repayment" set forth of the end of this Global Note duly
completed. Exercise of the repayment option by the Holder hereof will be irrevocable. Unless otherwise specified on the face hereof, the "Repayment Price" for any such repayment shall be 100% of the
portion of the Principal Amount hereof (or, if this Global Note is an Original Issue Discount Note, the portion of the Amortized Face Amount hereof) to be repaid. 


Status of the Notes  



The
Notes shall rank equally among themselves and with the other debt securities of Québec outstanding on the date of this Global Note or issued hereafter. 


Form, Denomination and Registration  


The
Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof, or, in the case of Notes denominated in a Foreign
Currency, the equivalent in the Foreign Currency (rounded down to an integral multiple of 10,000 units of such Foreign Currency) or such larger amount in integral multiples of 10,000 units of such
Foreign Currency. The Fiscal Agent has been appointed registrar for the Notes, and Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of
New York a Note Register for the registration and transfer of Notes. 


D-22





 

This
Note is a Global Note registered in the name of a nominee of the Depositary. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") 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 Notes, this
Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the
Depositary or the nominee of the Depositary to a successor of the Depositary or a nominee of such successor. 


The
Notes represented by this Global Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of U.S.$1,000 and integral multiples thereof only (i) if the
Depositary notifies Québec that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by Québec within 90 days after receiving the notice or becoming aware that the
Depositary is no longer registered as the Depositary, or (ii) if Québec executes and delivers to the Fiscal Agent a written notice that all Global Notes representing Notes shall
be exchangeable, or (iii) upon request to the Fiscal Agent by the Depositary, acting on direct or indirect instructions of a Holder or any beneficial owner of interests in this Global Note,
after an event of default entitling the Holders to accelerate the Stated Maturity of the Notes represented by this Global Note has occurred and is continuing,  provided that if the Depositary is
unwilling or does not promptly make such request to the Fiscal Agent, then any beneficial owner of interests in this
Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be
exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Québec shall issue or cause to be issued
Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by this Global Note. Such Certificated Notes shall be registered in such names as the Depositary shall
direct. All such exchanges will be free of charge, but Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of
registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent
shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. 


D-23





 

In
respect of any such issuance of Certificated Notes, (i) Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed
with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such
Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be
exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new
Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register.
The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such
Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as
directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by
this Global Note shall be valid obligations of Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement as the Global Notes. 


Québec
expressly acknowledges that if Certificated Notes are not promptly issued to a beneficial owner of an interest in a Global Note as contemplated herein, then such beneficial owner
shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Note or applicable law with respect to the portion of this Global Note that represents such beneficial owner's interest as
if such Certificated Notes had been issued. 


In
the event of any redemption of Notes represented by this Global Note at the election of Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of
or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the
day of mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of
this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global
Note with respect to which such option has been exercised. 


D-24





 

Subject
to the foregoing, this Global Note is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered in the name of the Depositary or its
nominee. 


Events of Default  


In
the event that (i) Québec shall default in the payment of principal of or premium or interest on this Global Note as and when the same shall be due and payable, and such
default shall continue for a period of 45 days, or (ii) default shall be made in the due performance or observance by Québec of any covenant or agreement contained in the
Global Notes, other than the payment of principal, premium or interest, or in the Fiscal Agency Agreement, and such default shall continue for a period of 60 days, or
(iii) Québec shall default in the payment of any principal of or premium or interest on any indebtedness (direct or under a guarantee) for borrowed money, other than the Global
Notes, as and when the same shall be due and payable, and such default shall continue for a period of 45 days, provided that the foregoing shall
not be taken into account so long as the aggregate principal amount of all such indebtedness (direct or under a guarantee) for borrowed money with respect to which the foregoing has occurred does not
exceed U.S.$50,000,000 (or its equivalent in other currencies), then at any time thereafter and during the continuance of such default the Holder of this Global Note (or its proxy) may deliver or
cause to be delivered to Québec (with a copy to the Fiscal Agent) a written notice that such Holder elects to declare the principal of the Note or Notes held by him (the serial number
or numbers of the Global Note representing such Notes and the Principal Amount of the Notes owned by him and the subject of such declaration being set forth in such notice) to be due and payable and,
in the cases falling within either (i) or (iii) above, on the 15th day after delivery of such notice, or, in the cases falling within (ii) above, on the 30th day after delivery of
such notice, the principal of the Note or Notes referred to in such notice plus any premium and accrued interest thereon shall become due and payable at the places for payment herein specified, unless
prior to that time all such defaults theretofore existing shall have been cured. 


Modification  


The
Fiscal Agency Agreement contains provisions with respect to modifying or amending said Agreement either without notice to, or the consent of, the holder of any Note or with the approval of the
holders of Notes. 


Future Holders  


Any
action by the Holder of this Global Note shall bind all future Holders of this Global Note, and of any Note issued in exchange or substitution herefor or in place hereof, in respect of anything
done or permitted by Québec or by the Fiscal Agent in pursuance of such action. 


D-25





 


Notices  


All
notices to the Holders of Global Notes will be given in writing mailed, first-class postage prepaid, to each Holder at each Holder's address as it appears in the Note Register. Any such notice
shall be deemed to have been given on the date of such mailing. 


However,
when Certificated Notes are outstanding, all notices to the Holders of Notes will be published in English in New York, New York in The Wall Street
Journal and in Toronto, Ontario in The Globe & Mail and in French in Montréal, Québec in  La Presse. If at
any time publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper, or,
if in Québec, a French language newspaper, with general circulation in the respective market regions as Québec, with the approval of the Fiscal Agent, 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. 


Office or Agency of Québec  


So
long as this Global Note shall be outstanding, Québec will maintain an office or agency for the payment of the principal of and premium, if any, and interest on this Global Note as
herein provided in The City of New York, and an office or agency in The City of New York for the registration, transfer and exchange as aforesaid of the Notes. Québec may
designate other agencies for the payment of said principal and premium, if any, and interest at such place or places (subject to applicable laws and regulations) as Québec may decide.
So long as there shall be a Fiscal Agent, Québec shall keep the Fiscal Agent advised of the names and locations of such agencies, if any are so designated. 


No
recourse under or upon any covenant contained in this Global Note or because of the creation of the indebtedness represented hereby shall be had against any official or other representative, past,
present or future, as such, of Québec whether by virtue of any statute or rule of law or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and
understood that this Global Note is solely the obligation of Québec and that no personal liability whatever shall attach to or be incurred by any such officials or other
representatives, as such, because of the execution of this Global Note. 


D-26





 

Prescription  



Under
current Québec law, Québec's obligation to make any payment on the Notes shall be extinguished three years after the date such payment is due unless the right to
such payment is judicially exercised prior to the expiration of such three-year period. 


Governing Law  


The
Notes shall be construed in accordance and governed by the laws of Québec and the laws of Canada applicable therein. 


Québec
irrevocably consents to the fullest extent permitted by law to the giving of any relief (including, without limitation, the making, enforcement or execution against any property
of any order or judgment) made or given in connection with any proceedings arising out of or in connection with the Fiscal Agency Agreement and the Notes. 


U.S. Dollars  


Reference
in this Global Note to "U.S. dollars" is to the currency of the United States of America. 


D-27





 
 
 

OPTION TO ELECT REPAYMENT    
    


        The undersigned hereby irrevocably requests and instructs Québec to repay the within Global Note (or portion thereof specified below) pursuant to
its terms at the Repayment Price, to the undersigned at: 





















(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE UNDERSIGNED) 


If
less than the entire Principal Amount of the within Global Note is to be repaid, specify the portion thereof which the Holder elects to have repaid: 



	
	;





and
specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Global Note not
being repaid (in the absence of any such specification, one such Global Note will be issued for the portion not being repaid): 



	
	;





	Dated:
                                         
       	 	 
	 	 	 
	 	 	
 NOTICE: This signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.




D-28









QuickLinks


QUÉBEC MEDIUM-TERM NOTE SERIES A (Fixed Rate)

QUÉBEC MEDIUM-TERM NOTE SERIES A FIXED RATE

OPTION TO ELECT REPAYMENT


QUÉBEC MEDIUM-TERM NOTE SERIES A (Floating Rate)


QUÉBEC MEDIUM-TERM NOTE SERIES A FLOATING RATE



OPTION TO ELECT REPAYMENT


QUÉBEC GLOBAL MEDIUM-TERM NOTE SERIES A (Fixed Rate)


QUÉBEC GLOBAL MEDIUM-TERM NOTE SERIES A FIXED RATE

OPTION TO ELECT REPAYMENT



QUÉBEC GLOBAL MEDIUM-TERM NOTE SERIES A (Floating Rate)


QUÉBEC GLOBAL MEDIUM-TERM NOTE SERIES A FLOATING RATE



OPTION TO ELECT REPAYMENT