CST Trust Company: Exhibit 4.3 - Filed by newsfilecorp.com






Exhibit 4.3 

FORM OF GLOBAL NOTE 

     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 in 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 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. 

Note No. [ ] 

QUÉBEC 

• % Global Notes Series •  due •  

     This
global note, registered in the name of Cede & Co., as nominee of DTC (the
“Global Note”), is a permanent global note in respect of the duly authorized
issue of securities referred to above (the “Notes”) of Québec, and which is
issued pursuant to a Fiscal Agency Agreement, dated as of • , between Québec and
•  as registrar, fiscal agent, transfer agent and principal paying agent (the
“Fiscal Agent”, which term includes any successor registrar, fiscal agent,
transfer agent and principal paying agent under the Fiscal Agency Agreement), as
such agreement may be supplemented or amended, as the case may be (the “Fiscal
Agency Agreement”). This Global Note also represents any further notes which
Québec may issue, from time to time, pursuant to Section 19 (Further
Issues) of the Fiscal Agency Agreement. In the event such further notes are
issued, the word “Note” as defined above shall be deemed to also refer to such
further notes. 

     This
Global Note and all the rights of the Holder hereof are expressly subject to the
Fiscal Agency Agreement, and this Global Note and the Fiscal Agency Agreement
constitute a contract to all of the terms and conditions of which the holder by
acceptance hereof assents, is bound by and is deemed to have notice. All defined
terms unless defined herein have the meanings ascribed to them in the Fiscal
Agency Agreement. Copies of the Fiscal Agency Agreement are available for
inspection during regular business hours and may be obtained free of charge at
the principal office of the Fiscal Agent. This is a fully registered Global Note
without coupons attached. In certain limited circumstances, as described in
Section 5 of the Fiscal Agency Agreement, it is exchangeable in whole or in
part, at the office of the Fiscal Agent, for Certificated Notes. 




     FOR
VALUE RECEIVED, Québec hereby promises to pay to Cede & Co. or its
registered assigns in the manner hereinafter mentioned on •  (or on such earlier
date as the Principal Amount (as hereinafter defined) may become payable in
accordance with the terms hereof) the principal sum set forth in Schedule I
hereto from time to time (the “Principal Amount”) in lawful money of the United
States of America, on presentation and surrender of this Global Note, and to pay
interest in arrears on the said Principal Amount at the rate of • % per annum,
from • , or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, in two equal semi-annual installments on •  and •  in
each year (each an “Interest Payment Date”), commencing on • , until the
Principal Amount is paid in full or duly made available for payment, in each
case together with such further sum, if any, as may be payable by way of
Additional Amounts in accordance with the provisions set forth herein, and
should Québec at any time default in the payment of any of the Principal Amount
or interest on this Global Note or any Additional Amounts, to pay interest on
the amount in default (before as well as after judgment) at the same rate, in
like money, on the same dates. References herein to principal and interest in
respect of this Global Note or the Notes shall be deemed also to refer to any
Additional Amounts which may be payable concurrently therewith, unless the
context otherwise requires. Interest will cease to accrue on this Global Note on
•  (or on such earlier date as the Principal Amount may become payable in
accordance with the terms hereof) unless, upon due presentation of this Global
Note, payment of the Principal Amount or Additional Amounts, if any, is
improperly withheld or refused. 

     This
Global Note shall not become valid and obligatory for any purpose unless and
until this Global Note has been authenticated by the Fiscal Agent or its
authorized representative. 

SUMMARY OF TERMS AND CONDITIONS 

     The
following constitutes a summary of the terms and conditions of this Global Note
and the Notes and is qualified in its entirety by the more detailed terms and
conditions contained in Schedule B to the Fiscal Agency Agreement

Form, Denomination and Registration 

     The Notes
will be issued in the form of one or more fully registered global notes and all
Notes will be recorded in a Register held by a Fiscal Agent all as more fully
set forth in the Fiscal Agency Agreement which also contains detailed provisions
concerning transfers of Notes. 

     This
Global Note is registered in the name of a nominee of DTC. This Global Note is
exchangeable for Notes registered in the name of a person other than DTC 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 DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to
a successor of DTC or a nominee of such successor. 

     Québec
will issue or cause to be issued Certificated Notes upon registration of
transfer of, or in exchange for, Notes represented by the Global Notes (i) if
DTC notifies Québec that it is unwilling or unable
to continue as depository in connection with the Global Notes or ceases to be a
clearing agency registered under the United States Securities Exchange Act of
1934, as amended, at a time when it is required to be so registered and a
successor depository is not appointed by Québec within 90 days after receiving
such notice or becoming aware that DTC is no longer so registered; (ii) if
Québec, in its sole discretion at any time, determines not to have any of the
Notes represented by the Global Notes; or (iii) upon request by DTC to the
Fiscal Agent, acting on direct or indirect instructions of any owner of a
beneficial interest in a Global Note, after an event of default entitling the
holder to accelerate the stated maturity of the Global Note has occurred and is
continuing, or, if DTC does not promptly make that request, then any owner of a
beneficial interest in such Global Note shall be entitled to make such request
with respect to such interest. 

-2- 




     Québec
expressly acknowledges that if Certificated Notes are not promptly issued to the
owners of beneficial interests in a Global Note as described above, then an
owner of a beneficial interest will be entitled to pursue any remedy under the
Fiscal Agency Agreement, the Global Note or applicable law with respect to the
portion of the Global Note representing that owner’s interest in the Global Note
as if Certificated Notes had been issued. 

Interest 

     Whenever
it is necessary to compute any amount of interest in respect of the Notes, other
than with respect to regular semi-annual payments, such interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The rate of interest specified in the Notes is a nominal rate and all interest
payments and computations are to be made without allowances or deductions for
deemed reinvestment. 

     For
purposes of disclosure pursuant to the Interest Act (Canada), the rate of
interest determined on the basis of a year of 360 days, when expressed as an
annual rate, is equivalent to the applicable rate based on such period
multiplied by a fraction the numerator of which is the actual number of days in
the calendar year in which the period for which such interest is payable ends
and the denominator of which is 360. 

Payments 

     Principal
of, and interest on the Notes and Additional Amounts, if any, are payable by
Québec in lawful money of the United States of America (“U.S.$”) to the person
registered at the close of business on the relevant record date in the register
held by the Fiscal Agent. With respect to Notes held by Cede & Co. for DTC
participants, Euroclear and Clearstream, Luxembourg, payment will be made to
beneficial owners of the Notes in accordance with customary procedures
established from time to time by DTC, Euroclear and Clearstream, Luxembourg.


     If any
date for payment to the registered holder hereof is not a Business Day in the
applicable place of payment, such registered holder shall not be entitled to
payment until the next following Business Day,
and no further interest shall be paid in respect of the delay in such payment.
In this paragraph, “Business Day” means a day on which banking institutions in
The City of New York and in any other applicable place of payment are not
authorized or obligated by law or executive order to be closed. 

-3- 




     If
Certificated Notes are issued and for so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such stock exchange so require,
Québec will appoint and maintain a paying and transfer agent in Luxembourg.
Québec will also maintain a paying agent in a Member State of the European Union
that is not obliged to withhold or deduct tax pursuant to European Council
Directive 2003/48/EC or any other law implementing or complying with, or
introduced in order to conform to, such Directive. 

Payment of Additional Amounts 

     All payments of principal and interest by Québec will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province, territory or political division thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or by the interpretation or administration thereof.  In that event, Québec will, subject to its redemption rights pursuant to the Fiscal Agency Agreement and the Notes, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the
beneficial holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction; except that no such Additional Amount shall be payable with respect to any Note: (i) to, or to a third party on behalf of, a beneficial holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the beneficial holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on behalf of a beneficial holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. As used herein, “Relevant Date” means: (A) the date on which such payment first becomes due; or (B) if the full amount of the moneys payable has not been received by the Fiscal Agent on or prior to such date, the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the holders of the Notes in accordance with the notice procedures described under “Notices” below.

 

Redemption and Purchases 

     If as a result of any change in, or
amendment to, or in the official application of, the laws of Canada or the regulations
of any taxing authority therein or thereof (other than Québec) or any change in,
or in the official application of, or execution of, or amendment to, any treaty
or treaties affecting taxation to which Canada is a party, which change or
amendment shall have become effective after • , it is determined by Québec that
it would be required at, or at any time prior to, maturity of the Notes to pay
Additional Amounts as hereinabove described, the Notes may be redeemed in whole
but not in part at the option of Québec on not less than 30 days’ nor more than
60 days’ published notice in accordance with the provisions set forth below
under “Notices”, at the Principal Amount thereof together with accrued interest. 

-4- 




     Québec
may, if not in default under the Notes, purchase Notes at any time in any manner
and at any price. If purchases are made by tender, tenders must be available to
all Noteholders alike. 

Status of the Notes 

     The Notes
will be direct, unsecured and unconditional obligations of Québec for the
payment and performance of which the full faith and credit of Québec will be
pledged and will not be secured. The Notes will rank equally among themselves
and with all notes, debentures or other similar debt securities issued by Québec
and outstanding at the date of the issue of the Notes or issued in the future.


Events of Default 

     In the
event that (a) Québec shall default in the payment of the principal of, interest
or Additional Amounts, if any, on the Notes, as the same shall become due and
payable, and such default shall continue for a period of 45 days or (b) 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, interest
or Additional Amounts, or the Fiscal Agency Agreement and such default shall
continue for a period of 60 days or (c) Québec shall default in the payment of
any principal of, or premium or interest, or additional amounts, if any, on any
indebtedness (direct or under a guarantee) for borrowed money, other than the
Notes, as the same shall become 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 continuance of such
default, the registered holder of any Note (or its proxy) may deliver or cause
to be delivered to Québec a written notice that such registered holder elects to
declare the principal amount of the Notes held by him (the serial number or
numbers of the note or notes 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 (a)
or (c) above, on the 15th day after delivery of such notice, or, in the cases
falling within (b) above, on the 30th day after delivery of such notice, the
principal of the Notes referred to in such notice plus accrued interest thereon
shall become due and payable, unless prior to that time all
such defaults theretofore existing shall have been cured. 

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Notices 

     All
notices to the holders will be valid (i) in the case of Certificated Notes, if
sent by first class mail (or equivalent) or (if posted to an overseas address)
by airmail, or if delivered, to each holder (or the first named of joint
holders) at each such holder’s address as it appears in the Register held by the
Fiscal Agent; (ii) in the case of Notes represented by a Global Note, if
delivered to DTC for communication by it to the persons shown in its records as
having interests therein and (iii) in either case, if and so long as the Notes
are admitted to trading on, and listed on any stock exchange or are admitted to
trading by another relevant authority, if in accordance with the rules and
regulations of the relevant stock exchange or other relevant authority. Any such
notice shall be deemed to have been given on the date of such delivery or, in
the case of mailing, on the fourth weekday following such mailing. 

Prescription 

Under current Québec law, an action to enforce a right to
payment under the Notes may be prescribed if it is not exercised within three
years of the date the payment is due. 

Modification 

     The
Fiscal Agency Agreement contains provisions with respect to modifying or
amending said Agreement and the Notes either without notice to or the consent of
the holder of any Note or by Extraordinary Resolution (as defined in the Fiscal
Agency Agreement) of the holders of Notes and with respect to convening meetings
of registered holders of Notes for such purposes. 

Governing Law 

     The
Fiscal Agency Agreement and the Notes shall be construed in accordance with 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. 

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Executed in New York on behalf of Québec as of • .


QUÉBEC 

By:   
______________________________
         
Name: 
          Title:


Authenticated
by: 
[   ] 
(as Fiscal Agent) 
Authentication
Date: •  

By: ______________________________
Name:

Title:

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SCHEDULE TO THE GLOBAL NOTE 

NO. [   ] 

QUÉBEC 

• % GLOBAL NOTES SERIES •  DUE •  


	Initial Principal 	Additional 	Aggregate 	  
	Amount 	Principal Amount 	Principal Amount 	Authorization 
	  	  	  	  
	  	US$ 	US$ 	  
	  	US$ 	US$ 	  
	  	US$ 	US$ 	  







SCHEDULE B 

TERMS AND CONDITIONS OF THE NOTES 

Status of the Notes 

     The Notes
will be direct and unconditional obligations of Québec for the payment and
performance of which the full faith and credit of Québec will be pledged and
will not be secured. The Notes will rank equally among themselves and with all
notes, debentures or other similar securities issued by Québec and outstanding
at the date hereof or in the future. 

Form, Denomination and Registration 

     The Notes
will be issued in the form of one or more fully registered global notes (the
“Global Notes”) registered in the name of Cede & Co., as nominee of The
Depository Trust Company (“DTC”), and held by • , as custodian for DTC.
Beneficial interests in the Notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants of DTC, Euroclear SA/NV (“Euroclear”) or
Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and,
collectively, the “Clearing Systems”). The Clearing Systems will be responsible
for establishing and maintaining book-entry accounts for their participants
having interests in the Notes. Beneficial owners of Notes will not, except in
limited circumstances described herein, be entitled to receive Notes represented
by physical certificates or to have Notes registered in their names, and will
not be considered holders thereof under the Fiscal Agency Agreement. See
“Certificated Notes”. Subject to applicable law and the terms of the Fiscal
Agency Agreement, Québec and the Fiscal Agent shall deem and treat registered
holders of the Notes as the absolute owners thereof for all purposes whatsoever
notwithstanding any notice to the contrary; and all payments to, or on the order
of, the registered holders shall be valid and shall discharge the liability of
Québec and the Fiscal Agent on the Notes to the extent of the sum or sums so
paid. 

     The Notes
will only be sold in denominations of U.S.$5,000 and in multiples of U.S.$1,000
in excess thereof. 

     The
Fiscal Agent will be responsible for (i) maintaining a record of the aggregate
holdings of Notes, (ii) ensuring that payments of principal and interest in
respect of the Notes received by the Fiscal Agent from Québec are duly credited
to DTC; and (iii) transmitting to Québec any notices from beneficial owners of
Notes. The Fiscal Agent will not impose any fees in respect of the Notes, other
than reasonable fees for the replacement of lost, stolen, mutilated or destroyed
Notes. However, beneficial owners of Notes may incur fees payable in respect of
the maintenance and operation of the book-entry accounts in which such Notes are
held with the Clearing Systems. 

Interest 

The Notes will bear interest from •  at
a rate of • % per annum, payable in two equal semi-annual installments, in
arrears on •  and • , commencing on • . Interest on the Notes will cease to accrue
on the maturity date (or the date fixed for redemption or repayment) unless,
upon due presentation of the Notes, payment of principal is improperly withheld
or refused. 




     Whenever
it is necessary to compute any amount of interest in respect of the Notes, other
than with respect to regular semi-annual payments, such interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The rate of interest specified in the Notes is a nominal rate and all interest
payments and computations are to be made without allowances or deductions for
deemed reinvestment. 

Payments 

     Principal
of, and interest and Additional Amounts (as defined below under “Payment of
Additional Amounts”), if any, on, the Notes are payable by Québec in U.S.
dollars to the person registered at the close of business on the relevant record
date in the register held by the Fiscal Agent. With respect to Notes held by
Cede & Co. for DTC participants, Euroclear and Clearstream, Luxembourg,
payment will be made to beneficial owners in accordance with customary
procedures established from time to time by DTC, Euroclear and Clearstream,
Luxembourg. The Fiscal Agent will act as Québec’s principal paying agent for the
Notes pursuant to the Fiscal Agency Agreement. 

     If any
date for payment in respect of any Note is not a Business Day in the applicable
place of payment, the holder thereof shall not be entitled to payment until the
next following Business Day, and no further interest shall be paid in respect of
the delay in such payment. In this paragraph, “Business Day” means a day on
which banking institutions in The City of New York and in any other applicable
place of payment are not authorized or obligated by law or executive order to be
closed. 

Record Date 

     The
record date for purposes of payments of principal and interest and Additional
Amounts, if any, on the Notes will be as of 5:00 p.m., New York City time, on
the fourteenth calendar day preceding the maturity date or any interest payment
date, as applicable. Ownership positions within each Clearing System will be
determined in accordance with the normal conventions observed by such system.


Payment of Additional Amounts 

     All payments of principal and interest by Québec will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatever nature, imposed or levied by or on behalf of the Government of Canada or any province, territory or political division thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or by the interpretation or administration thereof.  In that event, Québec will, subject to its redemption rights pursuant to the Fiscal Agency Agreement and the Notes, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the
beneficial holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction; except that no such Additional Amount shall be payable with respect to any Note: (i) to, or to a third party on behalf of, a beneficial holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the beneficial holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on behalf of a beneficial holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. As used herein, “Relevant Date” means: (A) the date on which such payment first becomes due; or (B) if the full amount of the moneys payable has not been received by the Fiscal Agent on or prior to such date, the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the holders of the Notes in accordance with the notice procedures described under “Notices” below.

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Maturity, Redemption and Purchases 

     Unless
previously redeemed for tax reasons as provided below, or purchased, the
principal amount of the Notes shall be due and payable on • . 

     If as a
result of any change in, or amendment to, or in the official application of, the
laws of Canada or the regulations of any taxing authority therein or thereof
(other than Québec) or any change in, or in the official application of, or
execution of, or amendment to, any treaty or treaties affecting taxation to
which Canada is a party, which change or amendment shall have become effective
after • , it is determined by Québec that it would be required at, or at any time
prior to, maturity of the Notes to pay Additional Amounts as described under
“Payment of Additional Amounts”, the Notes may be redeemed in whole but not in
part at the option of Québec on not less than 30 days’ nor more than 60 days’
published notice in accordance with “Notices” below, at the principal amount
thereof together with accrued interest. 

     Québec
may, if not in default under the Notes, purchase Notes at any time, in any
manner and at any price. If purchases are made by tender, tenders must be
available to all holders of Notes alike. 

-3- 




Transfers 

     Transfers
between participants within Euroclear and Clearstream, Luxembourg, and between
Euroclear and Clearstream, Luxembourg participants, will be effected in
accordance with procedures established for this purpose from time to time by
Euroclear and Clearstream, Luxembourg. Notes may be transferred between DTC
participants in accordance with procedures established for this purpose from
time to time by DTC. 

Certificated Notes 

     Québec
will issue or cause to be issued Notes represented by fully registered physical
certificates (“Certificated Notes”) upon registration of transfer of, or in
exchange for, Notes represented by the Global Notes (i) if DTC notifies Québec
that it is unwilling or unable to continue as depository in connection with the
Global Notes or ceases to be a clearing agency registered under the United
States Securities Exchange Act of 1934, as amended, at a time when it is
required to be so registered and a successor depository is not appointed by
Québec within 90 days after receiving such notice or becoming aware that DTC is
no longer so registered; (ii) if Québec, in its sole discretion at any time,
determines not to have any of the Notes represented by the Global Notes; or
(iii) upon request by DTC to the Fiscal Agent, acting on direct or indirect
instructions of the registered holder of a Global Note or any owner of
beneficial interests in the Global Note, but only after an event of default
entitling the registered holders to give the Issuer written notice that such
holders elect to declare the principal amount of the Notes held by them and
represented by the Global Note to be due and payable, or, if DTC does not
promptly make that request, then any beneficial owner of an interest in such
Global Note shall be entitled to make such request with respect to such
interest. The Issuer shall bear the costs and expenses of printing or preparing
any Certificated Notes. 

     Upon any
such issuance pursuant to the preceding paragraph of Certificated Notes in
exchange for all the Notes represented by the Global Notes, (i) Québec shall
promptly make available to the Fiscal Agent a reasonable supply of Certificated
Notes in blank form to proceed with such issuance, (ii) DTC shall cause the
Global Notes 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 the Global Notes to
be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel the
Global Notes and, in the case of a partial exchange, issue and deliver to or to
the order of DTC new Global Notes equal to the unexchanged portion of any such
Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent
shall reduce accordingly the holdings of Cede & Co. on the register held by
the Fiscal Agent. 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
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 the Global Notes shall be a valid obligation of the
Issuer, shall be entitled to the same benefits under this Agreement as the
Global Notes and shall be so exchanged without charge to the Fiscal Agent, DTC
or the transferee. On or after any such exchange, the Fiscal Agent shall direct
all payments in respect of such Certificated Notes to the registered holders
thereof, including when such exchange occurred after the record dates for any
payment and prior to the date of such payment. 

-4- 




     Québec
expressly acknowledges that if Certificated Notes are not promptly issued to the
owners of beneficial interests in a Global Note as described above, then an
owner of a beneficial interest will be entitled to pursue any remedy under the
Fiscal Agency Agreement, the Global Note or applicable law with respect to the
portion of the Global Note representing that owner’s interest in the Global Note
as if Certificated Notes had been issued. 

If Certificated Notes are issued and for so long as the Notes
are listed on the Euro MTF Market of the Luxembourg Stock Exchange and if the
rules of such stock exchange so require, Québec will appoint and maintain a
paying agent and transfer agent in Luxembourg (the “Luxembourg Paying Agent”) to
act on its behalf. Québec will also ensure that, to the extent possible, it
maintains a paying agent in a Member State of the European Union that is not
obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any other law implementing or complying with, or introduced in
order to conform to, such Directive. 

Modification 

     The
Fiscal Agency Agreement and the Notes may be amended by Québec and the Fiscal
Agent without notice to, or the consent of, the holder of any Note, for the
purpose of (i) curing any ambiguity, (ii) curing, correcting or supplementing
any defective provisions contained therein, (iii) effecting the issue of further
notes as described below under “Further Issue”, or (iv) in any other manner
which Québec and the Fiscal Agent, acting on the advice of counsel, may deem
necessary or desirable and which will not be inconsistent with the Fiscal Agency
Agreement or the Notes and which, in the reasonable opinion of Québec, will not
adversely affect the interests of the holders of Notes. 

     The
Fiscal Agency Agreement will contain provisions for convening meetings of
registered holders of Notes to modify or amend by Extraordinary Resolution (as
defined below), the Fiscal Agency Agreement (except as provided in the
immediately preceding paragraph) and the Notes (including the terms and
conditions thereof) or waive future compliance therewith or past default thereon
by Québec. An Extraordinary Resolution duly passed at any such meeting shall be
binding on all holders of Notes, whether present or not; provided, however, that
no such modification or amendment to the Fiscal Agency Agreement or to the terms
and conditions of the Notes may, without the consent of the holder of each such
Note affected thereby: (i) change the stated maturity or interest payment date(s) of any such Note; (ii)
reduce the principal amount of or rate of interest on any such Note; (iii)
change the currency of payment of any such Note; (iv) impair the right to
institute suit for the enforcement of any payment on or with respect to such
Note; (v) reduce the percentage of the holders of Notes necessary to modify or
amend the Fiscal Agency Agreement or the terms and conditions of the Notes or
reduce the percentage of votes required for the taking of action or the quorum
required at any meeting of holders of Notes; or (vi) reduce the percentage of
outstanding Notes necessary to waive any future compliance or past default; and
provided, further, that to the extent that such modification or amendment may
affect the rights, duties, protections, indemnities and immunities of the Fiscal
Agent, the Issuer shall not propose such modification or amendment and such
power shall not be exercised, without the prior written consent of the Fiscal
Agent. 

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     The term
“Extraordinary Resolution” is defined in the Fiscal Agency Agreement as a
resolution passed at a meeting of holders of Notes by the affirmative vote of
the holders of not less than 66 2/3% of the principal amount of Notes
represented at the meeting in person or by proxy or as an instrument in writing
signed by the holders of not less than 66 2/3% in principal amount of the
outstanding Notes. The quorum at any such meeting for passing an Extraordinary
Resolution will be two or more persons holding or representing at least a
majority in principal amount of the Notes at the time outstanding, or at any
adjourned meeting called by Québec or the Fiscal Agent, two or more persons
being or representing holders of Notes whatever the principal amount of the
Notes so held or represented. 

Governing Law 

     The
Fiscal Agency Agreement and the Notes shall be construed in accordance with, and
governed by, the laws of Québec and the laws of Canada applicable therein. 

     Québec
will irrevocably consent 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. 

Events of Default 

     In the
event that (a) Québec shall default in the payment of the principal of, interest
or Additional Amounts, if any, on the Notes, as the same shall become due and
payable, and such default shall continue for a period of 45 days or (b) 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, interest
or Additional Amounts, or the Fiscal Agency Agreement and such default shall
continue for a period of 60 days or (c) Québec shall default in the payment of
any principal of, or premium or interest, or additional amounts, if any, on, any
indebtedness (direct or under a guarantee) for borrowed money, other than the
Notes, as the same shall become 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 continuance of such
default the registered holder of any Note (or its proxy) may deliver or cause to
be delivered to Québec at Ministère des Finances, c/o Direction générale des
opérations bancaires et financières et des relations avec les agences de
notation, 8, rue Cook, 2e étage, Québec, Québec, G1R 0A4, Canada, a written
notice that such registered holder elects to declare the principal amount of the
Notes held by him (the serial number or numbers of the note or notes
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 (a) or (c) above, on the 15th
day after delivery of such notice, or, in the cases falling within (b) above, on
the 30th day after delivery of such notice, the principal of the Notes referred
to in such notice plus accrued interest thereon shall become due and payable,
unless prior to that time all such defaults theretofore existing shall have been
cured. 

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Notices 

     All
notices to the holders will be valid (i) in the case of Certificated Notes, if
sent by first class mail (or equivalent) or, if posted to an overseas address,
by airmail, or if delivered, to each holder (or the first named of joint
holders) at each such holder’s address as it appears in the Register held by the
Fiscal Agent; (ii) in the case of Notes represented by a Global Note, if
delivered to DTC for communication by it to the persons shown in its records as
having interests therein and (iii) in either case, if and so long as the Notes
are admitted to trading on, and listed on any stock exchange or are admitted to
trading by another relevant authority, if in accordance with the rules and
regulations of the relevant stock exchange or other relevant authority. As long
as the Notes are listed on the Luxembourg Stock Exchange, and the rules of the
Luxembourg Stock Exchange so require, notices will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or on the Luxembourg Stock Exchange website at
www.bourse.lu. Any such notice shall be deemed to have been given on the date of
such delivery (or, if delivered more than once or on different dates, on the
first date on which delivery is made) or, in the case of mailing, on the fourth
weekday following such mailing and, in the case of publication, 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. 

Further Issue 

     Québec
may from time to time without the consent of the holders of the Notes create and
issue further notes having the same terms and conditions as the Notes (or in all
respects except for the payment of interest accruing prior to the issue date of
such further notes or except for the first payment
of interest thereon), and such further notes shall be consolidated and form a
single series with the Notes. Any further notes forming a single series with the
outstanding Notes shall be issued with the benefit of, and subject to, an
agreement supplemental to the Fiscal Agency Agreement. 

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Prescription 

     Under
current Québec law, an action to enforce a right to payment under the Notes may
be prescribed if it is not exercised within three years of the date the payment
is due. 

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