Common use of Denomination and Registration Clause in Contracts

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 Deutsche Bank Trust Company Americas, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. (“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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 owners of beneficial interests in the 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, owners of beneficial interests in the 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.

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 CDS & Co., as nominee of The CDS Clearing and Depository Trust Company Services Inc. (“DTCCDS”), and held by Deutsche Bank Trust Company Americas, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. SA/NV (“Euroclear”) or Clearstream Banking, société anonyme S.A. (“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 Registrar shall deem and treat the persons in whose name the Notes are registered, initially Cede & Co.CDS, 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 effectual to discharge the liability of Québec and the Fiscal Agent Registrar 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 CAN$5,000 and in multiples of U.S.$1,000 CAN$1,000 in excess thereof. The Fiscal Agent Registrar 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 Registrar from Québec are duly credited to DTCCDS; and (iii) transmitting to Québec any notices from owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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, owners of beneficial interests in the 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.

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 Deutsche Bank Trust Company Americas, 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, CDS Clearing and Depository Services Inc. (“CDS”), the Euroclear S.A./N.V. System (“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 Registrar shall deem and treat the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to shall discharge the liability of Québec and the Fiscal Agent Registrar 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 or any integral multiple thereof. The Fiscal Agent Registrar 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 Registrar from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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 beneficial interests in the 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.

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 Deutsche Bank Trust Company Americas, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. 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 the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to 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 beneficial interests in the 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 beneficial interests in the 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.

Denomination and Registration. The Notes Bonds will be issued in the form of one or more fully registered global notes bonds (the “Global NotesBonds”) registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas, as custodian for DTC. Beneficial interests in the Notes Bonds will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC, CDS Clearing and Depository Services Inc. (“CDS”), including the Euroclear S.A./N.V. Bank SA/NV (“Euroclear”) or Clearstream Banking, société anonyme S.A. (“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 NotesBonds. Beneficial owners of Notes Bonds will not, except in limited circumstances described herein, be entitled to receive Notes Bonds represented by physical certificates or to have Notes Bonds registered in their names, and will not be considered holders thereof under the Fiscal Agency AgreementAgreement and cannot assert any right of a holder of the Bonds. See “Certificated Notes”Definitive Bonds” below. Subject to applicable law and the terms of the Fiscal Agency Agreement, Québec the Issuer and the Fiscal Agent shall deem and treat registered holders of the persons in whose name the Notes are registered, initially Cede & Co., Bonds 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 effectual to shall discharge the liability of Québec the Issuer and the Fiscal Agent on the Notes Bonds to the extent of the sum or sums so paid. The Notes will only be sold Bonds are issued in registered form in denominations of U.S.$5,000 $2,000 and in integral multiples of U.S.$1,000 $1,000 in excess thereof, each an “Authorized Denomination”. The Fiscal Agent (i) will be responsible for (i) maintaining a record of the aggregate holdings of NotesBonds, (ii) will be responsible for ensuring that payments of principal and interest in respect of the Notes Bonds received by the Fiscal Agent from Québec the Issuer are duly credited to DTC; and (iii) transmitting shall transmit to Québec the Issuer any notices from beneficial owners of beneficial interests in the NotesBonds that it receives. The Fiscal Agent will not impose any fees in respect of the NotesBonds, other than reasonable fees for the replacement of lost, stolen, mutilated or destroyed NotesBonds. However, beneficial owners of beneficial interests in the Notes Bonds may incur fees payable in respect of the maintenance and operation of the book-entry accounts in which such Notes Bonds are held with the Clearing Systems. The Issuer will not be responsible or liable for any aspect of the relationship between the Clearing Systems and their participants or for any aspects of the relationship between participants and beneficial owners of the Global Bonds.

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 Deutsche Bank Trust Company Americas[], 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, CDS Clearing and Depository Services Inc. (“CDS”), the Euroclear S.A./N.V. System (“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 Registrar shall deem and treat the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to shall discharge the liability of Québec and the Fiscal Agent Registrar 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 or any integral multiple thereof. The Fiscal Agent Registrar 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 Registrar from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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 beneficial interests in the 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.

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 Deutsche The Bank Trust Company Americasof New York Mellon, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. SA/NV (“Euroclear”) or Clearstream Banking, société anonyme S.A. (“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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 owners of beneficial interests in the 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, owners of beneficial interests in the 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.

Denomination and Registration. The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) Notes registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas[ ], as custodian for DTCDTC (the “Custodian”). Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of owners of such beneficial owners interests as direct and indirect participants of in DTC, CDS Clearing Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. (“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 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 such Clearing Systems on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records of such Clearing Systems relevant to such beneficial interests. Owners of beneficial interests in Notes will not, except in limited circumstances described herein, be entitled to receive certificates representing Notes represented by physical certificates (“Certificated Notes”) 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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 US$1,000 or integral 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 Hydro-Québec are duly credited to DTC; , and (iii) transmitting to Hydro-Québec any notices from owners of beneficial interests in the 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, owners of beneficial interests in the 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. Certificated Notes No owner of a beneficial interest in a Note will be entitled to receive a Certificated Note in definitive form except in the limited circumstances described herein. Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of, transfer of, or in exchange for Notes represented by this Global Note (i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor depositary is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; (ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes; or (iii) upon request by DTC, acting on direct or indirect instructions of one or more registered holders of this Global Note or any beneficial owner of an interest in this Global Note, but only after an event of default entitling the registered holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by this Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. A publication will be made in accordance with “Notices” below describing how payments on Certificated Notes will be made. In respect of any such issuance of Certificated Notes, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and in the case of a partial exchange, issue and deliver to or to the order of DTC a new Global Note equal to the unexchanged portion of this Global Note partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the registered holder on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under the Fiscal Agency 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 date for any payment and prior to the date of such payment. Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in this Global Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Notes or applicable law with respect to the portion of this Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.

Denomination and Registration. The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) Notes registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas, as custodian for DTCDTC (the “Custodian”). Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of owners of such beneficial owners interests as direct and indirect participants of in DTC, CDS Clearing Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. (“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 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 such Clearing Systems on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records of such Clearing Systems relevant to such beneficial interests. Owners of beneficial interests in Notes will not, except in limited circumstances described herein, be entitled to receive certificates representing Notes represented by physical certificates (“Certificated Notes”) 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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 US$1,000 or integral 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 Hydro-Québec are duly credited to DTC; , and (iii) transmitting to Hydro-Québec any notices from owners of beneficial interests in the 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, owners of beneficial interests in the 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. Certificated Notes No owner of a beneficial interest in a Note will be entitled to receive a Certificated Note in definitive form except in the limited circumstances described herein. Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of, transfer of, or in exchange for Notes represented by this Global Note if DTC (i) notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor depositary is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (ii) acting on direct or indirect instructions of one or more registered holders of this Global Note or any beneficial owner of an interest in this Global Note, requests in writing from Hydro-Québec the exchange, in whole or in part, of this Global Note for Certificated Notes, but only after an event of default entitling the registered holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by this Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. Hydro-Québec may also at any time and in its sole discretion notify the Fiscal Agent that all of the Notes held in the form of the Global Notes are to be exchanged for Certificated Notes and, in such event, Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of, transfer of, or in exchange for such Global Notes. A publication will be made in accordance with “Notices” below describing how payments on Certificated Notes will be made. In respect of any such issuance of Certificated Notes, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and in the case of a partial exchange, issue and deliver to or to the order of DTC a new Global Note equal to the unexchanged portion of this Global Note partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the registered holder on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under the Fiscal Agency 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 date for any payment and prior to the date of such payment. Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in this Global Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Notes or applicable law with respect to the portion of this Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.

Denomination and Registration. The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) Notes registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and held by Deutsche Bank Trust Company Americas, as custodian for DTCDTC (the “Custodian”). Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of owners of such beneficial owners interests as direct and indirect participants of in DTC, CDS Clearing Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. (“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 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 such Clearing Systems on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records of such Clearing Systems relevant to such beneficial interests. Owners of beneficial interests in Notes will not, except in limited circumstances described herein, be entitled to receive certificates representing Notes represented by physical certificates (“Certificated Notes”) 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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 US$1,000 or integral 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 Hydro-Québec are duly credited to DTC; , and (iii) transmitting to Hydro-Québec any notices from owners of beneficial interests in the 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, owners of beneficial interests in the 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. Certificated Notes No owner of a beneficial interest in a Note will be entitled to receive a Certificated Note in definitive form except in the limited circumstances described herein. Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of, transfer of, or in exchange for Notes represented by this Global Note (i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor depositary is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; (ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes; or (iii) upon request by DTC, acting on direct or indirect instructions of one or more registered holders of this Global Note or any beneficial owner of an interest in this Global Note, but only after an event of default entitling the registered holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by this Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. A publication will be made in accordance with “Notices” below describing how payments on Certificated Notes will be made. In respect of any such issuance of Certificated Notes, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and in the case of a partial exchange, issue and deliver to or to the order of DTC a new Global Note equal to the unexchanged portion of this Global Note partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the registered holder on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under the Fiscal Agency 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 date for any payment and prior to the date of such payment. Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in this Global Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Notes or applicable law with respect to the portion of this Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.

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 Deutsche Bank Trust Company Americas•, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. Bank SA/NV (“Euroclear”) or Clearstream Banking, société anonyme S.A. (“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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 owners of beneficial interests in the 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, owners of beneficial interests in the 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.

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 CDS & Co., as nominee of The CDS Clearing and Depository Trust Company Services Inc. (“DTCCDS”), and held by Deutsche Bank Trust Company Americas, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. 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 Registrar shall deem and treat the persons in whose name the Notes are registered, initially Cede & Co.CDS, 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 effectual to discharge the liability of Québec and the Fiscal Agent Registrar 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 CAN$5,000 and in multiples of U.S.$1,000 CAN$1,000 in excess thereof. The Fiscal Agent Registrar 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 Registrar from Québec are duly credited to DTCCDS; and (iii) transmitting to Québec any notices from owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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, owners of beneficial interests in the 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.

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 Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., 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, CDS Clearing and Depository Services Inc. the Euroclear System (“CDS”), Euroclear S.A./N.V. (“"Euroclear”") or Clearstream Banking, société anonyme (“"Clearstream, Luxembourg” " and, collectively, the “Clearing Systems”"clearing systems"). The Clearing Systems 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 the Issuer and the Fiscal Agent Registrar shall deem and treat the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to shall discharge the liability of Québec the Issuer and the Fiscal Agent Registrar 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 NZ$5,000 or integral multiples of U.S.$1,000 NZ$1,000 in excess thereof. The Fiscal Agent Registrar 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 Registrar from Québec the Issuer are duly credited to DTC; and (iii) transmitting to Québec the Issuer any notices from beneficial owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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 beneficial interests in the 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 Systemsclearing systems.

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 Deutsche The Bank Trust Company Americasof New York Mellon, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. 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 Registrar shall deem and treat the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to shall discharge the liability of Québec and the Fiscal Agent Registrar 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 Registrar 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 Registrar from Québec are duly credited to DTC; and (iii) transmitting to Québec any notices from beneficial owners of beneficial interests in the Notes. The Fiscal Agent Registrar 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 beneficial interests in the 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.

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 Deutsche Bank Trust Company Americas•, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. 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 the persons in whose name registered holders of the Notes are registered, initially Cede & Co., 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 effectual to 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 beneficial interests in the 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 beneficial interests in the 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.

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 Deutsche The Bank Trust Company Americasof New York Mellon, 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, CDS Clearing and Depository Services Inc. (“CDS”), Euroclear S.A./N.V. Bank SA/NV (“Euroclear”) or Clearstream Banking, société anonyme Banking S.A. (“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 the persons in whose name the Notes are registered, initially Cede & Co., 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 effectual to 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 owners of beneficial interests in the 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, owners of beneficial interests in the 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.