0001047469-03-040311 Sample Contracts

QUÉBEC Medium-Term Notes, Series A, Due Nine Months or More from Date of Issue AMENDED AND RESTATED DISTRIBUTION AGREEMENT New York, New York
Distribution Agreement • December 11th, 2003 • Quebec • Foreign governments

Québec wishes to amend and restate effective as of the date hereof that certain Distribution Agreement, dated July 29, 1994, as amended June 28, 1996, August 20, 1999, May 23, 2002 and May 28, 2002, among Québec and certain of you, as Agents, and confirms its agreement with you as Agents with respect to the issue and sale by Québec of its Medium-Term Notes, Series A, Due Nine Months or More from Date of Issue registered under the Registration Statements referred to in the third paragraph of the introduction to this Agreement (the "Notes"). The Notes are to be issued under the fiscal agency agreement dated as of May 30, 2002, as may be amended or supplemented from time to time (the "Fiscal Agency Agreement", which term whenever used herein shall mean said fiscal agency agreement as the same shall have been amended from time to time) among Québec and Citibank, N.A., as fiscal agent (the "Fiscal Agent", which term shall, unless the context otherwise requires, include its successors and as

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QUÉBEC Debt Securities UNDERWRITING AGREEMENT New York, New York
Underwriting Agreement • December 11th, 2003 • Quebec • Foreign governments

Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC CIBC World Markets Corp. Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Putnam Lovell NBF Securities Inc. RBC Dominion Securities Corporation Scotia Capital (USA) Inc.

FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • December 11th, 2003 • Quebec • Foreign governments • New York

A Fiscal Agency Agreement, dated as of March 1, 1988, has been entered into between the Issuer and Bank of Montreal Trust Company, whereby the Issuer is entitled to appoint Bank of Montreal Trust Company as fiscal agent and principal paying agent, or agent bank, or transfer agent or registrar at its specified office in New York in respect of any issue by the Issuer, from time to time, of bonds, notes, debentures or other similar securities (the "1988 Agreement");

QUÉBEC MEDIUM-TERM NOTES, SERIES A Due Nine Months or More from Date of Issue CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • December 11th, 2003 • Quebec • Foreign governments • New York

AGREEMENT, dated as of December 11, 2003, between Québec and Citibank, N.A., as calculation agent (the "Calculation Agent", which term shall, unless the context otherwise requires, include its successors and assigns).

QUÉBEC Medium-Term Notes, Series A Due Nine Months or More from Date of Issue EXCHANGE RATE AGENCY AGREEMENT
Exchange Rate Agency Agreement • December 11th, 2003 • Quebec • Foreign governments • New York

AGREEMENT, dated as of December 11, 2003, between Québec and Citibank, N.A., as exchange rate agent (the "Exchange Rate Agent", which term shall, unless the context otherwise requires, include its successors and assigns).

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