Common use of Issue of the Notes Clause in Contracts

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS & Co., as nominee of CDS, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar. (3) The Global Notes shall be issued and delivered only to or to the order of CDS & Co., as nominee for CDS or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 [ ] except to the extent that Notes are further issued in accordance with Section 19 (Further Issues)19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners Beneficial owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes)5, be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the NotesAgreement. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes)thereto, consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar. (3) The Global Notes shall be issued and delivered only to or to the order of CDS & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 5. The Global Notes shall be in the principal amount from time to time endorsed thereon. The Registrar shall cause DTC to establish on its book-entry Clearing System an account in the name of the Registrar, as registrar and transfer agent for the Notes (Replacements,the “Registrar Segregated Account”), for the purpose of facilitating the initial distribution of Notes in accordance with procedures previously agreed to by the Issuer, the Registrar and DTC. The Registrar Segregated Account is maintained exclusively for book-keeping purposes and for purposes of facilitating timely transfers of Notes, and the Registrar shall not be deemed the owner or holder of the Notes recorded therein for any purpose under this Agreement or under the terms of the Notes. The Issuer acknowledges and agrees that the Registrar Segregated Account will be subject to the agreements, rules and procedures from time to time governing DTC participant accounts (collectively, the “DTC Agreements”). (4) So long as Cede & Co., as nominee of DTC, is the registered owner of the Global Notes and subject to applicable law, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Notes for all purposes under this Fiscal Agency Agreement and the Notes. Except as set forth below, owners of beneficial interests in the Global Notes will not be entitled to have the Notes represented by the Global Notes registered in their names, will not receive or be entitled to receive Certificated Notes and will not be considered owners or holders thereof under this Fiscal Agency Agreement or the Notes. Neither the Issuer nor the Registrar will have any responsibility or liability for any aspect of the records of the Clearing Systems relating to or payments made by the Clearing Systems on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests. (5) All Notes shall be signed (either manually or by facsimile signature) by the Minister of Finance or the Deputy Minister of Finance or any other authorized representative of the Issuer, and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer).

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be Hydro-Québec substantially in the form attached as Schedule A, A with such changes as may be agreed between among Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Global Notes. The aggregate principal amount of Notes to be issued and outstanding at any time whether in the form of the Global Notes or physical certificates (the “Certificated Notes”) Notes issued in accordance with Section 5 (Replacements5, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 $1,000,000,000, except to the extent that further Notes are further issued in accordance with Section 19 (Further Issues)19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent upon the written order of Hydro-Québec (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the IssuerHydro-Québec), and delivered to or to shall be held by the order of the Issuer pursuant to a written direction of the IssuerFiscal Agent as Custodian. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes)5, be entitled to receive certificates representing Notes represented by (the “Certificated Notes Notes”) or to have Notes registered in their names and names, nor will not they be considered owners or holders thereof of Notes under this Agreement or the NotesAgreement. The Certificated Notes, if any, Notes which may be issued in such limited circumstances will be in fully registered form and substantially in the form of the Global Notes attached as Schedule A Notes, with the appropriate adjustments and changes thereto (and including the use of a summary of terms the Terms and condition Conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between upon by Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Certificated Notes. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC, or its successor appointed by the Issuer Hydro-Québec in accordance with Section 5 Subsection 5(1). The Global Notes shall be in the principal amount from time to time endorsed thereon. (Replacements,4) So long as Cede & Co., as nominee of DTC, with respect to the Global Notes, is the registered owner of the Global Notes, and subject to applicable law, DTC, or its nominee, as the case may be, will be deemed to be, and will be treated as, the absolute owner of the Notes represented by the Global Notes for all purposes, notwithstanding any notice to the contrary. None of Hydro-Québec, the Guarantor or the Fiscal Agent will have any responsibility or liability for any aspect of the records of the Clearing Systems relating to or payments made by the Clearing Systems on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests. (5) The Global Notes and the Certificated Notes shall be signed (either manually or by facsimile signature) by two authorized representatives of Hydro-Québec, and shall be authenticated by the Fiscal Agent upon the written authorization of Hydro-Québec (or by such other person as the Fiscal Agent may appoint for such purpose with the consent of Hydro-Québec). The Guarantee shall be endorsed on the Global Notes and on the Certificated Notes and shall be signed (either manually or by facsimile signature) by the Minister of Finance or any other authorized representative of the Guarantor authorized to conclude and to sign on behalf of the Minister of Finance, any borrowings or any documents related thereto.

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$2,000,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$3,250,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,250,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be Hydro-Québec substantially in the form attached as Schedule A, A with such changes as may be agreed between among Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Global Notes. The aggregate principal amount of Notes to be issued and outstanding at any time whether in the form of the Global Notes or physical certificates (the “Certificated Notes”) Notes issued in accordance with Section 5 (Replacements5, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 $[ ], except to the extent that further Notes are further issued in accordance with Section 19 (Further Issues)19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent upon the written order of Hydro-Québec (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the IssuerHydro-Québec), and delivered to or to shall be held by the order of the Issuer pursuant to a written direction of the IssuerFiscal Agent as Custodian. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes)5, be entitled to receive certificates representing Notes represented by (the "Certificated Notes Notes") or to have Notes registered in their names and names, nor will not they be considered owners or holders thereof of Notes under this Agreement or the NotesAgreement. The Certificated Notes, if any, Notes which may be issued in such limited circumstances will be in fully registered form and substantially in the form of the Global Notes attached as Schedule A Notes, with the appropriate adjustments and changes thereto (and including the use of a summary of terms the Terms and condition Conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between upon by Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Certificated Notes. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC, or its successor appointed by the Issuer Hydro-Québec in accordance with Section 5 Subsection 5(2). The Global Notes shall be in the principal amount from time to time endorsed thereon. (Replacements,4) So long as Cede & Co., as nominee of DTC, with respect to the Global Notes, is the registered owner of the Global Notes, and subject to applicable law, DTC, or its nominee, as the case may be, will be deemed to be, and will be treated as, the absolute owner of the Notes represented by the Global Notes for all purposes, notwithstanding any notice to the contrary. None of Hydro-Québec, the Guarantor or the Fiscal Agent will have any responsibility or liability for any aspect of the records of the Clearing Systems relating to or payments made by the Clearing Systems on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests. (5) The Global Notes and the Certificated Notes shall be signed (either manually or by facsimile signature), in the case of the Global Notes, by the Chief Financial Officer or the Corporate Treasurer or the Director, Financial Operations or the Coordinator, Documentation of Hydro-Québec or any other authorized representative of Hydro-Québec and, in the case of Certificated Notes, by two of the following authorized representatives: (i) either the President and the Chief Executive Officer, the Chief Financial Officer or the Corporate Treasurer of Hydro-Québec and (ii) the Director, Financial Operations of Hydro-Québec, and shall be authenticated by the Fiscal Agent upon the written authorization of Hydro-Québec (or by such other person as the Fiscal Agent may appoint for such purpose with the consent of Hydro-Québec). The Guarantee shall be endorsed on the Global Notes and on the Certificated Notes and shall be signed (either manually or by facsimile signature) by the Minister of Finance or any other authorized representative of the Guarantor authorized to conclude and to sign on behalf of the Minister of Finance, any borrowings or any documents related thereto.

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$2,500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$2,000,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS & Co., as nominee of CDS, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 CAN$800,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar. (3) The Global Notes shall be issued and delivered only to or to the order of CDS & Co., as nominee for CDS or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,600,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$● except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,000,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$• except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$3,750,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$3,500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$1,000,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the RegistrarFiscal Agent. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 U.S.$• except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the RegistrarFiscal Agent. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC or its successor appointed by the Issuer in accordance with Section 5 (Replacements,, Exchange and Transfer of the Global Notes and the Certificated Notes). The Global Notes shall be in the principal amount from time to time endorsed thereon. The Fiscal Agent shall cause DTC to establish on its book-entry Clearing System an account in the name of the Fiscal Agent, as registrar and transfer agent for the Notes (the “Fiscal Agent Segregated Account”), for the purpose of facilitating the initial distribution of Notes in accordance with procedures previously agreed to by the Issuer, the Fiscal Agent and DTC. The Fiscal Agent Segregated Account is maintained exclusively for book-keeping purposes and for purposes of facilitating timely transfers of Notes, and the Fiscal Agent shall not be deemed the owner or holder of the Notes recorded therein for any purpose under this Agreement or under the terms of the Notes. The Issuer acknowledges and agrees that the Fiscal Agent Segregated Account will be subject to the agreements, rules and procedures from time to time governing DTC participant accounts (collectively, the “DTC Agreements”). (4) So long as Cede & Co., as nominee of DTC, is the registered owner of the Global Notes and subject to applicable law, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Notes for all purposes under this Fiscal Agency Agreement and the Notes, notwithstanding any notice to the contrary, and neither the Issuer nor the Fiscal Agent will have any responsibility or liability for any aspect of the records of the Clearing Systems relating to or payments made by the Clearing Systems on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests. (5) The Global Notes and the Certificated Notes shall be signed (either manually or by facsimile signature) by the Minister of Finance or the Deputy Minister of Finance or any other authorized representative of the Issuer, and shall be authenticated by the Fiscal Agent upon written authorization of the Issuer (or by such other person as the Fiscal Agent may appoint for such purpose with the consent of the Issuer).

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS Cede & Co., as nominee of CDSDTC, and shall be executed by the Issuer. The Global Notes will be Hydro- Québec substantially in the form attached as Schedule A, A with such changes as may be agreed between among Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Global Notes. The aggregate principal amount of Notes to be issued and outstanding at any time whether in the form of the Global Notes or physical certificates (the “Certificated Notes”) Notes issued in accordance with Section 5 (Replacements5, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 $[ ], except to the extent that further Notes are further issued in accordance with Section 19 (Further Issues)19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar Fiscal Agent and shall be authenticated by the Registrar Fiscal Agent upon the written order of Hydro-Québec (or by such other person as the Registrar Fiscal Agent may appoint for such purpose with the consent of the IssuerHydro-Québec), and delivered to or to shall be held by the order of the Issuer pursuant to a written direction of the IssuerFiscal Agent as Custodian. (2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes)5, be entitled to receive certificates representing Notes represented by (the “Certificated Notes Notes”) or to have Notes registered in their names and names, nor will not they be considered owners or holders thereof of Notes under this Agreement or the NotesAgreement. The Certificated Notes, if any, Notes which may be issued in such limited circumstances will be in fully registered form and substantially in the form of the Global Notes attached as Schedule A Notes, with the appropriate adjustments and changes thereto (and including the use of a summary of terms the Terms and condition Conditions of the Notes), consistent with the provisions of this Agreement, as may be agreed between upon by Hydro-Québec, the Issuer Guarantor and the RegistrarFiscal Agent. The Guarantee of the Guarantor shall be endorsed on the Certificated Notes. (3) The Global Notes shall be issued and delivered only to or to the order of CDS Cede & Co., as nominee for CDS DTC, or its successor appointed by the Issuer Hydro-Québec in accordance with Section 5 Subsection 5(1). The Global Notes shall be in the principal amount from time to time endorsed thereon. (Replacements,4) So long as Cede & Co., as nominee of DTC, with respect to the Global Notes, is the registered owner of the Global Notes, and subject to applicable law, DTC, or its nominee, as the case may be, will be deemed to be, and will be treated as, the absolute owner of the Notes represented by the Global Notes for all purposes, notwithstanding any notice to the contrary. None of Hydro-Québec, the Guarantor or the Fiscal Agent will have any responsibility or liability for any aspect of the records of the Clearing Systems relating to or payments made by the Clearing Systems on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests. (5) The Global Notes and the Certificated Notes shall be signed (either manually or by facsimile signature) by two authorized representatives of Hydro-Québec, and shall be authenticated by the Fiscal Agent upon the written authorization of Hydro-Québec (or by such other person as the Fiscal Agent may appoint for such purpose with the consent of Hydro-Québec). The Guarantee shall be endorsed on the Global Notes and on the Certificated Notes and shall be signed (either manually or by facsimile signature) by the Minister of Finance or any other authorized representative of the Guarantor authorized to conclude and to sign on behalf of the Minister of Finance, any borrowings or any documents related thereto.