Common use of Determination of CD Rate Clause in Contracts

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

Determination of CD Rate. If the Interest Rate Basis on this Note is the CD Rate, the interest rate payable CD Rate with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified rate on each Interest Determination Date designated on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) for negotiable U.S. dollar certificates of deposit having the Index Maturity specified designated on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary marketSecondary Market)”. If .” In the event that such rate is not published in H.15(519) by 3:00 p.m.prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below) designated on the face hereof pertaining to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified above as published in Composite Quotations under the heading “CD(s) (secondary market)”. Certificates of Deposit.” If such rate is not yet was neither published in H.15(519), H.15 Daily Update or another recognized electronic source ) by 3:00 p.m.9:00 A.M., New York City time, on the such Calculation Date pertaining to nor in Composite Quotations by 3:00 P.M., New York City time, on such CD Rate Interest Determination Ratedate, then the CD Rate on such for that CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, denomination of $5,000,000; provided, however, that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The CD Rate determined as of such CD Rate with respect to any Interest Determination Date shall will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to first Interest Reset Date will be the CD Initial Interest Rate specified on the face hereof, and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such CD Rate Interest Determination DateStated Maturity or redemption.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a “"CD Rate Interest Determination Date”") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) "CDs (secondary marketSecondary Market)”". If In the event that such rate is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate will be the rate on such CD Rate Interest Determination Date shall for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of on such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Datedate.

Determination of CD Rate. If the Interest Rate Reset Basis specified above is the CD Rate, the interest rate payable with respect to this Note shall equal will be the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, as specified on the face hereofabove. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Rate” means, with respect to any Interest Determination Date”) , the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading caption “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified above in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis is The "CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal " for any Interest Determination Date is the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) that date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof described as published by the Board of Governors of the Federal Reserve System in H.15(519) prior to 3:00 P.M., New York City time, on the calculation date for that Interest Determination Date under the heading “"CDs (secondary market)”". The following procedures will be followed if the CD Rate cannot be determined as described above: · If such the above rate is not published in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Datecalculation date, then the CD Rate shall will be the rate on such CD Rate that Interest Determination Date set forth for negotiable U.S. dollar certificates of deposit of the Index Maturity described on the face of this note as published in H.15 Daily Update Update, or other recognized electronic source used for that day in respect the purpose of certificates of deposit having displaying the Index Maturity specified above applicable rate, under the heading “CD(s) caption "CDs (secondary market)”". · If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Ratecalculation date, then the calculation agent will determine the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall to be the arithmetic mean average of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of quoted by three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) City for negotiable U.S. dollar certificates of deposit in a denomination of $5,000,000 of major United States money money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, provided, however, that if described on the face of the Note. The calculation agent will select the three dealers selected as aforesaid by the Calculation Agent referred to above. · If fewer than three dealers are not quoting as mentioned in this sentenceabove, the CD Rate determined as of such CD Rate Interest Determination Date shall be will remain the CD Rate then in effect on such CD Rate that Interest Determination Date. "H.15(519)" means the weekly publication entitled "Federal Reserve Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System.

Determination of CD Rate. If the Interest Rate Basis for this Global Note is the CD Rate, as indicated on the face hereof, the interest rate payable with respect to this Global Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified be determined on the face hereof applicable Interest Determination Date (a “CD Rate Interest Determination Date”) ), as the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity index maturity specified on the face hereof hereof, as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth for negotiable U.S. dollar certificates of deposit of the index maturity specified on the face hereof, as published in H.15 Daily Update (as defined below), or such other recognized electronic source used for that day in respect the purpose of certificates of deposit having the Index Maturity specified above displaying such rate, under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec the Province for the purpose of soliciting purchases of the Notes by others from Québec the Province (the “Agents”) and or affiliates of the Agents) selected by the Province for negotiable U.S. dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the index maturity specified Index Maturity and on the face hereof in an amount that is representative for a single transaction in such market at such time, ; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent Province are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of on such CD Rate Interest Determination Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the The interest rate payable with respect to this Note Security shall equal be calculated by the Calculation Agent with reference to the CD Rate determined as specified herein, plus and the Spread or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The "CD Rate shall equal the rate as of the second Business Day prior Rate" means, with respect to the Interest Reset Date specified on the face hereof (a “each CD Rate Interest Determination Date”) , the rate on such date for negotiable U.S. dollar nego tiable certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”", or any successor publication or heading. If In the event that such rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified above on the face hereof under the heading “CD(s) caption "CDs (secondary marketSecondary Market)”". If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), ) or H.15 Daily Update (or another recognized electronic source by 3:00 p.m.in any successor publications), New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of $5,000,000; provided, however, that if the fewer than three dealers selected as aforesaid by the ----------------- Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day.

Determination of CD Rate. If the Interest Rate Basis Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the interest rate payable with respect to this Note shall equal the "CD Rate Rate" for each Interest Reset Date will be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate Calculation Agent as of the second Business Day prior to the such Interest Reset Date specified on the face hereof (a “"CD Rate Interest Determination Date”") and shall be the rate on the applicable CD Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “"CDs (secondary market)”. ." If such the rate referred to in the preceding sentence is not so published in H.15(519) by 3:00 p.m., New York City time, on the applicable Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “CD(s) caption "CDs (secondary market)”. ." If such the rate referred to in the preceding sentence is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be on the Notes as the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and specified above in an amount that is representative for a single transaction in such that market at such that time, provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in this such sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall be the CD Rate in effect on such the applicable CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the interest rate payable with respect to this Note shall equal the “CD Rate Rate” for each Interest Reset Date will be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate Calculation Agent as of the second Business Day prior to the such Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “CDs (secondary market)”. .” If such the rate referred to in the preceding sentence is not so published in H.15(519) by 3:00 p.m., New York City time, on the applicable Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading caption “CD(s) CDs (secondary market)”. .” If such the rate referred to in the preceding sentence is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be on the Notes as the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and specified above in an amount that is representative for a single transaction in such that market at such that time, provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in this such sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall be the CD Rate in effect on such the applicable CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis specified on the face hereof is the CD Rate, the interest rate payable CD Rate with respect to this Note shall equal the CD Rate be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate each Interest Determination Date and shall equal be the rate as of for the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate relevant Interest Determination Date”) Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”. ." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such Interest Determination Date for negotiable certificates of deposit having the specified Index Maturity as published in H.15(519) Composite Quotations under the heading "Certificates of Deposit." If by 3:00 p.m., New York City time, on the such Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in either H.15(519)) or Composite Quotations, H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on for such CD Rate Interest Determination Reset Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks in the market for negotiable U.S. dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, denomination of U.S. $5,000,000; provided, however, that if the fewer than three dealers selected as aforesaid provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of for such CD Rate Interest Determination Reset Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the The interest rate payable with respect to this Note Security shall equal be calculated by the Calculation Agent with reference to the CD Rate determined as specified herein, plus and the Spread or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The "CD Rate shall equal the rate as of the second Business Day prior Rate" means, with respect to the Interest Reset Date specified on the face hereof (a “each CD Rate Interest Determination Date”) , the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”", or any successor publication or heading. If In the event that such rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified above on the face hereof under the heading “CD(s) caption "CDs (secondary marketSecondary Market)”". If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), ) or H.15 Daily Update (or another recognized electronic source by 3:00 p.m.in any successor publications), New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center market banks of the highest credit standing, in the market for negotiable certificates of deposit, with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of $5,000,000; provided, however, -------- ------- that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day. The Interest Determination Date pertaining to an Interest Reset Date if the rate of interest on the Security shall be determined in accordance with the provisions of the

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the The interest rate payable with respect to this Note Security shall equal be calculated by the Calculation Agent with reference to the CD Rate determined as specified herein, plus and the Spread or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The "CD Rate shall equal the rate as of the second Business Day prior Rate" means, with respect to the Interest Reset Date specified on the face hereof (a “CD Rate each Interest Determination Date”) , the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”. If such rate is " or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate will be the rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean for negotiable certificates of deposit of the secondary market offered rates, Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Certificates of 10:00 a.m.Deposit". If such rate is not published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (each as rounded to the nearest one-hundred thousandth of a percentage point) of the secondary market offered rates as of the opening of business, New York City time, on such Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of with respect to such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such London Banking Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding London Banking Day. The Interest Determination Date pertaining to an Interest Reset Date if the rate of interest on the Security shall be determined in accordance with the provisions of the

Determination of CD Rate. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the CD Rate, the interest rate payable CD Rate with respect to this Note shall equal the CD Rate be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate each Interest Determination Date and shall equal be the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates” or any successor publication of the Board of Governors of the Federal Reserve System (“H.15(5l9)”) under the heading “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination RateDate for negotiable certificates of deposit of the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published by the Federal Reserve Bank of New York in its daily update of H.15 available through the website of the Board of Governors of the Federal Reserve System at “xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/hl5/update” (“H.15 Daily Update”) or any successor site or publication of the Board of Governors under the heading “Certificates of Deposit.” If such rate is not yet published in either H.15(5l9) or H.15 Daily Update by 3:00 p.m., then New York City time, on such Calculation Date, the Calculation Agent will calculate the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall Date, which will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in an amount that is representative for a single transaction in that market at that time as quoted by three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, Agent (after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, Company); provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate determined as for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of such CD Rate Interest Determination Date interest payable hereon shall be the CD Rate in effect on such CD Rate Initial Interest Determination DateRate).

Determination of CD Rate. If the Interest Base Rate Basis specified on the face hereof is the CD Rate, the interest rate payable CD Rate with respect to this Note shall equal the CD Rate be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate each Interest Determination Date and shall equal be the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519) ), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading “"CDs (secondary marketSecondary Market)”. If such rate is ," or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination RateDate for negotiable certificates of deposit of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit." If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent referred to on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, for certificates of deposit in the denomination of $5,000,000 with a remaining maturity closest to the Index Maturity specified on the face hereof of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to of the specified Index Maturity and highest credit standing in an amount that is representative the market for a single transaction in such market at such time, negotiable certificates of deposit; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate determined as for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of such CD Rate Interest Determination Date interest payable hereon shall be the CD Rate in effect on such CD Rate Initial Interest Determination DateRate).

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified indicated on the face hereof or multiplied by in the Spread MultiplierPricing Supplement, if any, specified on the face hereof. The CD Rate shall equal the rate be determined as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on in the face hereof applicable Pricing Supplement as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above in the applicable Pricing Supplement as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the heading caption “CD(s) CDs (secondary market)”. .” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York (which may include the Dealers or their affiliates) selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified in the applicable Pricing Supplement in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis is the CD Rate, as indicated on the face hereof, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to on the Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate for that Interest Determination Date, then Date under the heading "CDs (secondary market)". The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formulae will be calculated. If the CD Rate shall cannot be determined as described above: - If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, the CD Rate will be the rate on such CD Rate that Interest Determination Date set forth for negotiable certificates of deposit of the Index Maturity described in the pricing supplement as published in H.15 Daily Update Update, or such other recognized electronic source used for that day in respect the purpose of certificates of deposit having the Index Maturity specified above displaying such rate, under the heading “CD(s) caption "CDs (secondary market)”". - If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date, then the calculation agent will determine the CD Rate to be the average of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, quoted by three leading non-bank dealers of negotiable U.S. dollar certificates of deposit in New York City for negotiable certificates of deposit in a denomination of $5,000,000 of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity described in the pricing supplement. The calculation agent will select the three dealers referred to above. - If fewer than three dealers are quoting as mentioned above, the CD Rate will remain the CD Rate then in effect on that Interest Determination Date. "H.15(519)" means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. "H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxx.xxx.xxx.xx/releases/h15/update, or any successor site or publication. DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate is the Commercial Paper Rate, as indicated on the face hereof, the interest rate shall equal (a) the Money Market Yield (as defined herein) on the Interest Determination Date specified on the face hereof of the rate on that date for commercial paper having the Index Maturity described in the related pricing supplement, as published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate for that Interest Determination Date shall under the heading "Commercial Paper--Nonfinancial". If the Commercial Paper Rate cannot be calculated determined as described above: - If the above rate is not published in H.15(519) by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.3:00 P.M., New York City time, on such CD the Calculation Date, the Commercial Paper Rate will be the Money Market Yield of the rate on that Interest Determination DateDate for commercial paper having the Index Maturity described in the pricing supplement, of three leading non-bank dealers as published in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation AgentH.15 Daily Update, after consultation with Québec (and which may include the agents appointed by Québec or such other recognized electronic source used for the purpose of soliciting purchases of displaying such rate, under the Notes caption "Commercial Paper--Nonfinancial". - If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such 3:00 P.M., New York City time, provided, however, that if the dealers selected as aforesaid by on the Calculation Agent are not quoting as mentioned in this sentenceDate, then the CD Rate determined as of such CD Rate Interest Determination Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.calculation agent will C-5

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the The interest rate payable with respect to this Note Security shall equal be calculated by the Calculation Agent with reference to the CD Rate determined as specified herein, plus and the Spread or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The "CD Rate shall equal the rate as of the second Business Day prior Rate" means, with respect to the Interest Reset Date specified on the face hereof (a “each CD Rate Interest Determination Date”) , the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”", or any successor publication or heading. If In the event that such rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified above on the face hereof under the heading “CD(s) caption "CDs (secondary marketSecondary Market)”". If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), ) or H.15 Daily Update (or another recognized electronic source by 3:00 p.m.in any successor publications), New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center market banks of the highest credit standing, in the market for negotiable certificates of deposit, with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of $5,000,000; provided, however, that if the fewer than three dealers selected as ----------------- aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day.

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

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate for each Interest Reset Date will be determined as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) ). The CD Rate will be the rate on the CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth for negotiable U.S. dollar certificates of deposit of the Index Maturity specified on the face hereof, as published in H.15 Daily Update (as defined below), or such other recognized electronic source used for that day in respect the purpose of certificates of deposit having the Index Maturity specified above displaying such rate, under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Québec, for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and specified on the face hereof, in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date. “H.15(519)” means the weekly statistical release designated as such, published by the Board of Governors of the Federal Reserve System and available on their website at xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/h15/current, or any successor site or publication.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the The interest rate payable with respect to this Note Security shall equal be calculated by the Calculation Agent with reference to the CD Rate determined as specified herein, plus and the Spread or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The "CD Rate shall equal the rate as of the second Business Day prior Rate" means, with respect to the Interest Reset Date specified on the face hereof (a “CD Rate each Interest Determination Date”) , the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”. If such rate is " or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate will be the rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean for negotiable certificates of deposit of the secondary market offered rates, Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Certificates of 10:00 a.m.Deposit". If such rate is not published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (each as rounded to the nearest one-hundred thousandth of a percentage point) of the secondary market offered rates as of the opening of business, New York City time, on such Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of with respect to such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such London Banking Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding London Banking Day.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD ------------------------ Rate, the interest rate payable with respect to this Note shall equal as indicated above, the CD Rate shall be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “"CD Rate Interest Determination Date”) "), as the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading “"CDs (secondary marketSecondary Market)”. If such rate is ", or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having of the Index Maturity specified above as published by the Federal Reserve Bank of New York in its statistical daily release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading “CD(s) (secondary market)”"Certificates of Deposit". If such rate is not yet published in either H.15(519), H.15 Daily Update ) or another recognized electronic source the Composite Quotations by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean (rounded to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, Date of three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and designated above in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the -------- ------- Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of on such CD Rate Interest Determination Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD ------------------------ Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a “"CD Rate Interest Determination Date”") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) "CDs (secondary marketSecondary Market)”". If In the event that such rate is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate will be the rate on such CD Rate Interest Determination Date shall for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of on such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Datedate.

Determination of CD Rate. If the Interest Rate Basis is CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate for each Interest Reset Date will be determined as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) ). The CD Rate will be the rate on the CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date), then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth for negotiable U.S. dollar certificates of deposit of the Index Maturity specified on the face hereof, as published in H.15 Daily Update (as defined below), or such other recognized electronic source used for that day in respect the purpose of certificates of deposit having the Index Maturity specified above displaying such rate, under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Québec, for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and specified on the face hereof, in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date. “H.15(519)” means the weekly statistical release designated as such, published by the Board of Governors of the Federal Reserve System and available on their website at xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/h15/current, or any successor site or publication.

Determination of CD Rate. If the Interest Rate Reset Basis specified above is the CD Rate, the interest rate payable with respect to this Note shall equal will be the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, as specified on the face hereofabove. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Rate” means, with respect to any Interest Determination Date”) , the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading caption “CDs (secondary market)”. If such rate is ” or, if not so published in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Company for negotiable U.S. United States dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and specified above in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent Company are not quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis is the CD Rate, as indicated on the face hereof, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to on the Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate for that Interest Determination Date, then Date under the heading "CDs (secondary market)". The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formulae will be calculated. If the CD Rate shall cannot be determined as described above: - If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, the CD Rate will be the rate on such CD Rate that Interest Determination Date set forth for negotiable certificates of deposit of the Index Maturity described in the pricing supplement as published in H.15 Daily Update Update, or such other recognized electronic source used for that day in respect the purpose of certificates of deposit having the Index Maturity specified above displaying such rate, under the heading “CD(s) caption "CDs (secondary market)”". - If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the calculation agent will determine the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall to be the arithmetic mean average of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of quoted by three leading non-bank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) City for negotiable U.S. dollar certificates of deposit in a denomination of $5,000,000 of major United States money money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and described in an amount that is representative for a single transaction in such market at such time, provided, however, that if the pricing supplement. The calculation agent will select the three dealers selected as aforesaid by the Calculation Agent referred to above. - If fewer than three dealers are not quoting as mentioned in this sentenceabove, the CD Rate determined as of such CD Rate Interest Determination Date shall be will remain the CD Rate then in effect on such CD Rate that Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis specified on the face hereof is the CD Rate, the interest rate payable CD Rate with respect to this Note shall equal the CD Rate be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate each Interest Determination Date and shall equal be the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519) ), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading “"CDs (secondary marketSecondary Market)”. If such rate is ," or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination RateDate for negotiable certificates of deposit of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit." If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent referred to on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, for certificates of deposit in an amount that is representative for a single transaction at that time with a remaining maturity closest to the Index Maturity specified on the face hereof of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such timebanks; PROVIDED, provided, howeverHOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined in effect for the applicable period will be the same as of such the CD Rate for the immediately preceding Interest Determination Date Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the CD Rate in effect on such CD Rate Initial Interest Determination DateRate).

Determination of CD Rate. If the Interest CD Rate Basis is CD Ratemeans, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the an Interest Reset Determination Date specified on the face hereof (a “"CD Rate Interest Determination Date”) "), the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof hereof, as such rate is published by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") in "Statistical Release H.15(519) ), Selected Interest Rates," or any successor publication of the Federal Reserve Board ("H.15(519)"), under the heading “"CDs (secondary marketSecondary Market)”. If such rate is ," or, if not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof, as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit." If such rate is not published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York City selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit in denominations of $5,000,000 of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of for such CD Rate Interest Determination Date shall will be the CD Rate then in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis Basis, as specified above, is, or is calculated by reference to, the CD Rate, unless otherwise specified above, the interest rate payable with respect to this Note shall equal the "CD Rate Rate" for each Interest Reset Date will be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate Calculation Agent as of the second Business Day prior to the such Interest Reset Date specified on the face hereof (a “"CD Rate Interest Determination Date”") and shall be the rate on the applicable CD Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) on such CD Interest Determination Date under the heading “"CDs (secondary market)”. ." If such the rate referred to in the preceding sentence is not so published in H.15(519) by 3:00 p.m., New York City time, on the applicable Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable United States dollar certificates of deposit having of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “CD(s) caption "CDs (secondary market)”. ." If such the rate referred to in the preceding sentence is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate shall be the rate on such the applicable CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be on the Notes as the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and specified above in an amount that is representative for a single transaction in such that market at such that time, provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned provided in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.preceding

Determination of CD Rate. If the Interest Base Rate Basis specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the CD Rate, this Note will bear interest for each Interest Reset Period at the interest rate payable calculated with respect reference to this Note shall equal the CD Rate determined as specified herein, plus and the Spread or minus the SpreadSpread Multiplier, if any, specified on the face hereof or multiplied by in the Spread Multiplier, if any, specified on the face hereofpricing supplement attached hereto or delivered herewith. The "CD Rate Rate" for each Interest Reset Period shall equal be the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof for such Interest Reset Period (a “"CD Rate Interest Determination Date”") for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”". If In the event that such rate is not published in H.15(519) by prior to 3:00 p.m., New York City time, on the Calculation Date (as defined belowabove) pertaining to such CD Rate Interest Determination Date, then the "CD Rate shall Rate" for such Interest Reset Period will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable U.S. dollar certificates of deposit having of the Index Maturity specified above on the face hereof or in the pricing supplement attached hereto or delivered herewith as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “CD(s) "CDs (secondary marketSecondary Market)”. ." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the such Calculation Date pertaining to such CD Rate Interest Determination Raterate is not yet published in either H.15(519) or H.15 Daily Update, then the "CD Rate on Rate" for such CD Rate Interest Determination Date shall Reset Period will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, Date of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable U.S. dollar certificates of deposit) with a remaining maturity closest to the specified Index Maturity and on the face hereof or in an amount that is representative for the pricing supplement attached hereto or delivered herewith in a single transaction in such market at such time, denomination of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate determined for such Interest Reset Period will be the same as of such CD Rate Interest Determination Date shall be the CD Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such CD Rate Interest Determination DateReset Period, the Initial Interest Rate).

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier(or, if anythis Note is in global form, specified on in the face hereof. The Pricing Supplement), the CD Rate shall equal the rate be determined as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published by the Board of Governors of the Federal Reserve System in H.15(519) (as defined below) under the heading “CDs (secondary marketSecondary Market)”. If In the event that such rate is not so published in H.15(519) by prior to 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading “CD(s) CDs (secondary market)”. .” If such rate is not yet published neither in H.15(519), ) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the such Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on for such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of on such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Datedate.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal as indicated above, the CD Rate shall be determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “"CD Rate Interest Determination Date”) "), as the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof above as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)"), under the heading "CDs (Secondary Market)", or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified above as published by the Federal Reserve Bank of New York in its statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading “CDs (secondary market)”"Certificates of Deposit". If such rate is not yet published in either H.15(519) or the Composite Quotations by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, Date of three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks in the market for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and designated above in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of on such CD Rate Interest Determination Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified indicated on the face hereof. The , the CD Rate shall equal the rate be determined as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) as the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) (as hereinafter defined) under the heading “CDs (secondary market)”. If such In the event that the above rate is not published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such that CD Rate Interest Determination Date, then the CD Rate shall be the rate on such that CD Rate Interest Determination Date set forth in H.15 Daily Update (as hereinafter defined), or another recognized electronic source, used for the purpose of displaying that rate, for that day in respect of certificates of deposit having the Index Maturity specified above in the applicable Note under the heading caption “CD(s) CDs (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such is not yet published in either H.15(519) or H.15 Daily Update or another recognized electronic source, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m.A.M., New York City time, on such that CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States U.S. money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified in the applicable Note in an amount that is representative for a single transaction in such that market at such that time, provided, however, that if the . If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of such CD Rate Interest Determination Date shall will be the CD Rate in effect on such that CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis of this Security is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate any Interest Reset Date shall equal the rate as of for the second Business Day prior to the Interest Reset Date specified on the face hereof (a “relevant CD Rate Interest Determination Date”) Date for negotiable U.S. dollar certificates of deposit deposits having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”. If ." In the event that such rate is not so published in H.15(519) by prior to 3:00 p.m.P.M., New York City time, on the relevant Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate with respect to such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the specified Index Maturity specified above as published in the Composite Quotations under the heading “CD(s) (secondary market)”. "Certificates of Deposit." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the such Calculation Date pertaining to such CD Rate Interest Determination Raterate is not published in either H.15(519) or Composite Quotations, then the CD Rate on with respect to such CD Rate Interest Determination Reset Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., A.M. New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center market banks with a remaining maturity closest to the specified Index Maturity and specified on the face hereof in an amount that is representative for a single transaction in such market at such time, denomination of $5,000,000; provided, however, that that, if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of with respect to such CD Rate Interest Determination Reset Date shall will be the CD Rate in effect on such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis indicated on the face hereof is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the on each Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading “"CDs (secondary marketSecondary Market)”. If " or, if such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate for such Interest Determination RateDate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the specified Index Maturity as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations") under the heading "Certificates of Deposit". If such rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CD Rate on for such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such timedenomination of $5,000,000. In each of the above cases, providedthe rate shall be adjusted by the addition or subtraction of the Spread, howeverif any, that specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of with respect to such CD Rate Interest Determination Date shall will be the CD Rate in effect on immediately prior to such CD Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the CD Rate, this Note will bear interest for each Interest Reset Period at the interest rate payable calculated with respect reference to this Note shall equal the CD Rate determined as specified herein, plus and the Spread or minus the SpreadSpread Multiplier, if any, specified on the face hereof or multiplied by in the Spread Multiplier, if any, specified on the face hereofpricing supplement attached hereto or delivered herewith. The "CD Rate Rate" for each Interest Reset Period shall equal be the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof for such Interest Reset Period (a “"CD Rate Interest Determination Date”") for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”." The following procedures will be followed if the CD Rate cannot be determined as described above. If such the above rate is not published in H.15(519) by prior to 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such the CD Rate Interest Determination RateDate, then the "CD Rate" for such Interest Reset Period will be the rate on the CD Rate Determination Date for negotiable U.S. dollar certificates of deposit of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading "CDs (Secondary Market)." If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published, then the "CD Rate Rate" for such Interest Determination Date shall Reset Period will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such the CD Rate Interest Determination Date, Date of three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the specified Index Maturity and on the face hereof or in an amount that is representative for the pricing supplement attached hereto or delivered herewith in a single transaction in such market at such timedenomination of $5,000,000, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate determined for such Interest Reset Period will be the same as of such CD Rate Interest Determination Date shall be the CD Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Interest Rate). CD Rate Interest Determination DateNotes, like other Notes, are not deposit obligations of a bank and are not insured by the Federal Deposit Insurance Corporation.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified indicated on the face hereof or multiplied by in the Spread MultiplierPricing Supplement, if any, specified on the face hereof. The CD Rate shall equal the rate be determined as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “"CD Rate Interest Determination Date”") as the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof or in the Pricing Supplement as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”". If In the event that such rate is not so published in H.15(519) by before 3:00 p.m., New York City time, on the Calculation Date (as defined belowI-17) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New 123 York City time, on the Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate will be the rate on such CD Rate Interest Determination Date shall for negotiable certificates of deposit having the Index Maturity specified on the face hereof or in the Pricing Supplement as published in Composite Quotations under the heading "Certificates of Deposit". If such rate is published neither in H.15(519) nor in the Composite Quotations by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. dollar certificates of deposit in The City of New York (which may include one or more of the Dealers) selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit in a denomination of major US$5,000,000 of the four highest rated banks (as rated by two nationally recognized rating agencies) of the 25 largest United States money center banks ranked by asset size based on the most recent year-end survey published in The American Banker (or a comparable publication) with a remaining maturity closest to the specified Index Maturity and specified on the face hereof or in an amount that is representative for a single transaction in such market at such time, the Pricing Supplement; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of on such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD date. Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is the Federal Funds Rate, as indicated on the face hereof or in the Pricing Supplement, the Federal Funds Rate shall be determined as of the applicable Interest Determination Date (a "Federal Funds Rate Interest Determination Date"), as the rate on such date for federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date, as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on the related Calculation Date such rate is not published in either H.15(519) or Composite Quotations, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged prior to 9:00 a.m., New York City time, or such Federal Funds Rate Interest Determination Date by three leading brokers of federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if any of the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate (I-18) 124 determined as of such Federal Funds Rate Interest Determination Date shall be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

Determination of CD Rate. If the Interest Base Rate Basis indicated on the face hereof is the CD Rate, the interest rate payable with respect to this Note shall equal the rate on each Interest Determination Date specified on the face hereof for negotiable certificates of deposit having the Index Maturity specified on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)" or, if the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source, on the related Calculation Date, then the CD Rate determined for that Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as specified hereinof 10:00 A.M., plus New York City time, on that Interest Determination Date of three leading non-bank dealers in negotiable U.S. Dollar certificates of deposit in The City of New York, selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the index maturity designated in the applicable Pricing Supplement in a denomination of $5,000,000. In each of the above cases, the rate shall be adjusted by the addition or minus subtraction of the Spread, if any, specified on the face hereof hereof, or multiplied by multiplication by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “CDs (secondary market)”. If such rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under the heading “CD(s) (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Rate, then the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) for negotiable U.S. dollar certificates of deposit of major United States money center banks with a remaining maturity closest to the specified Index Maturity and in an amount that is representative for a single transaction in such market at such time, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined as of with respect to such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate that Interest Determination Date.

Determination of CD Rate. If the Interest Rate Basis for such Supplemental Obligation is the CD Rate, the interest rate payable with respect to this Note Interest Rate Basis that takes effect on any Interest Reset Date shall equal the CD Rate determined as specified hereinrate, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof. The CD Rate shall equal the rate as of the second Business Day prior to the Interest Reset Date specified on the face hereof (a “CD Rate Interest Determination Date”) Date (as defined below), for negotiable U.S. dollar certificates of deposit having the Specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519) under the heading “"CDs (secondary marketSecondary Market)”". If such the CD Rate cannot be determined in this manner, the following procedures will apply in determining the CD Rate: If the rate is described above does not appear published in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining corresponding to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on rate, for such CD Rate Interest Determination Date set forth Date, as published in H.15 Daily Update Update, or another recognized electronic source used for displaying that day in respect of certificates of deposit having the Index Maturity specified above rate, under the heading “CD(s"CDs (Secondary Market)". (Reverse of Security continued on next page) (secondary market)”. If such the rate is described above does not yet published appear in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the such Calculation Date pertaining to such CD Rate Interest Determination Rate(unless the calculation is made earlier and the rate is available from one of those sources at that time), then the CD Rate on such CD Rate Interest Determination Date shall be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of by three leading non-bank nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York City, as selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. dollar certificates of deposit of major United States U.S. money center banks with a remaining maturity closest to the specified Index Maturity Maturity, and in an amount that is representative for a single transaction in such market at such time, provided, however, that if the Representative Amount. If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentencedescribed above, the CD Rate determined as of such CD in effect for the new Interest Rate Interest Determination Date shall Reset Period will be the CD Rate in effect on for the prior Interest Rate Reset Period. If the Initial Interest Rate has been in effect for the prior Interest Rate Reset Period, however, it will remain in effect for the new Interest Rate Reset Period. The Interest Rate Basis determined in accordance with the foregoing provisions will be adjusted by the addition or subtraction of the Spread, if any, or by multiplying such CD Interest Rate Interest Determination DateBasis by the Spread Multiplier, if any.

Determination of CD Rate. If the an Interest Rate Basis for this Note is the CD Rate, the interest rate payable with respect to this Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier(or, if anythis Note is in global form, specified on in the face hereof. The Pricing Supplement), the CD Rate shall equal the rate be determined as of the second Business Day prior to the applicable Interest Reset Determination Date specified on the face hereof (a “CD Rate Interest Determination Date”) as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published by the Board of Governors of the Federal Reserve System in H.15(519) under (as defined below) opposite the heading caption “CDs (secondary market)”. If In the event that such rate is not so published in H.15(519) by prior to 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, then the CD Rate shall will be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of certificates of deposit having the Index Maturity specified above under on the heading face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, opposite the caption “CD(s) CDs (secondary market)”. .” If such rate is not yet published neither in H.15(519), ) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the such Calculation Date pertaining to such CD Rate Interest Determination RateDate, then the CD Rate on for such CD Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading non-bank nonbank dealers in of negotiable U.S. United States dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with Québec (and which may include the agents appointed by Québec for the purpose of soliciting purchases of the Notes by others from Québec (the “Agents”) and affiliates of the Agents) Agent for negotiable U.S. United States dollar certificates of deposit of major United States money center market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity and specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in such that market at such that time, ; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined as of on such CD Rate Interest Determination Date shall will be the CD Rate in effect on such CD Rate Interest Determination Datedate.