18-K/A

FORM 18-K/A

For Foreign Governments and Political Subdivisions Thereof

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4
to

ANNUAL REPORT
of
PROVINCE OF MANITOBA
CANADA

(Name of Registrant)

Date of end of last fiscal year: March 31, 2009

SECURITIES REGISTERED^*

(As of close of fiscal year)

	Amounts as to	Names of
	which registration	exchanges on
Title of issue	is effective	which registered
N/A	N/A	N/A

Names and addresses of persons authorized to receive notices
and communications from the Securities and Exchange Commission:

DANIEL SULLIVAN
JOHN MCNAB
Canadian Consulate General
1251 Avenue of the Americas
New York, New York 10022

Copies to:

ROBERT E. BUCKHOLZ, JR.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004 HUGH ELIASSON
Deputy Minister of Finance
Province of Manitoba
Department of Finance
Winnipeg, Manitoba Canada

* The Registrant filed this annual report on a voluntary basis.

TABLE OF CONTENTS

SIGNATURE

EXHIBIT INDEX

Underwriting Agreement

Fiscal Agency Agreement

Form of Debenture

Opinion of the Director of Civil Legal Services

List of Names Underwriters

Itemized List of Expenses

     The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 18-K for the fiscal year ended March 31, 2009 as set forth in the pages attached hereto:

Exhibit 1.1	Underwriting Agreement, dated May 19, 2010, relating to the Province’s 2.625% Global Debentures Series FQ due July 15, 2015 (the “Debentures”);
Exhibit 4.1	Fiscal Agency Agreement, dated as of May 26, 2010, relating to the Debentures;
Exhibit 4.2	Form of Debenture;
Exhibit 5.1	Opinion of the Director of Civil Legal Services of the Department of Justice of the Province (including Order-in-Council attached as annex thereto);
Exhibit 99.1	List of Names of Underwriters; and
Exhibit 99.2	Itemized list of expenses incurred or borne by or for the account of the Province in connection with the sale of the Debentures.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, at Winnipeg, Canada on June 2, 2010.

Province of Manitoba
By:	/s/ Garry Steski
	Garry Steski

EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement, dated May 19, 2010, relating to the Province’s 2.625% Global Debentures Series FQ due July 15, 2015 (the “Debentures”)
4.1	Fiscal Agency Agreement, dated as of May 26, 2010, relating to the Debentures
4.2	Form of Debenture
5.1	Opinion of the Director of Civil Legal Services of the Department of Justice of the Province (including Order-in-Council attached as annex thereto)
99.1	List of Names of Underwriters
99.2	Itemized list of expenses incurred or borne by or for the account of the Province in connection with the sale of the Debentures

EX-1.1

Exhibit 1.1

Province of Manitoba

Underwriting Agreement

May 19, 2010

Banc of America Securities LLC
CIBC World Markets Corp.
RBC Capital Markets Corporation
As Representatives of the several Underwriters
named in Schedule II hereto
c/o RBC Capital Markets Corporation
Three World Financial Center
200 Vesey Street – 8th Floor
New York, New York 10281

Ladies and Gentlemen:

     Province of Manitoba (the “Province”) proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”), consisting of debt securities to be issued under a Fiscal Agency Agreement, to be dated as of May 26, 2010 ( the “Fiscal Agency Agreement”), among the Province and the fiscal agent named therein (the “Fiscal Agent”), and Citibank, N.A., London Branch, as additional paying agent and transfer agent, in the respective forms filed or to be filed as exhibits to the Registration Statement (as hereinafter defined). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed to refer to such firm or firms. The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters.

     1. Representations and Warranties. The Province represents and warrants to, and agrees with, each Underwriter that:

     (a) The Province has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-141684 relating in part to U.S.$900,000,000 aggregate principal amount of debt securities. The registration statement has become effective under the Securities Act of 1933, as amended (the “Act”). The Securities are registered under such registration statements. Such registration statements, as amended at the date of this letter, meet the requirements set forth in Commission Release No. 33-6424 (the “Release”) and Schedule B under the Act. The Province proposes to file with the Commission pursuant to Rule 424(b) under the Act a supplement to the form of prospectus included in such registration statements relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial, statistical and other), if any, with respect to the Province to be set forth therein. Such registration statements described in the first sentence of this Section 1(a), including the exhibits thereto and all documents incorporated by reference in the prospectus contained therein, if any, at the time that they became effective, and any post-effective amendments thereto at the time they became effective, are hereinafter collectively called the “Registration Statement”. The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Basic Prospectus”. The documents specified as such in Schedule I hereto, taken together and including all material incorporated by reference therein, are hereinafter collectively called the “Pricing Disclosure Package”. The Basic Prospectus as supplemented to reflect the final terms of the Securities and of their offering, in the form in which it shall be filed with the Commission pursuant to Rule 424(b), is hereinafter called the “Prospectus”. Any reference to any amendment or supplement to the Prospectus or the Basic Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments thereto on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the date of the Prospectus or the Basic Prospectus, as the case may be, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference in the Prospectus or the Basic Prospectus, as the case may be. Any preliminary form of the Prospectus which has heretofore been filed pursuant to Rule 424(b) is hereinafter called a “Preliminary Prospectus.”

     (b) Any Preliminary Prospectus relating to the Securities, at the time of filing thereof, complied in all material respects with the applicable requirements of the Act and the rules and regulations thereunder, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Pricing Disclosure Package, as of the Applicable Time specified in Schedule I hereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading; and each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), listed in Schedule I hereto does not conflict with the information contained in the

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Registration Statement, the Pricing Disclosure Package or the Prospectus (and is not inaccurate or misleading and is consistent with the information required to be in the Listing Prospectus as defined in Section 4(m) hereof) and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading; provided, however, that the Province makes no representations or warranties as to the information contained in or omitted from any Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Province by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of any Preliminary Prospectus, the Pricing Disclosure Package or Issuer Free Writing Prospectus, as the case may be.

     (c) With respect to the Registration Statement and any amendment thereof at the time that the Registration Statement and any amendment thereof became or becomes effective and as of the date hereof and at the Closing Date (as defined below), and, with respect to the Prospectus and any amendment or supplement thereto, as of the date of the Prospectus and any amendment or supplement thereto, and as of the date hereof and at the Closing Date, (i) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, does or will comply in all material respects with the applicable requirements of the Act and the rules and regulations thereunder and (ii) neither the Registration Statement, as amended as of any such time, nor the Prospectus, as amended or supplemented as of any such time, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Province makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Province by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus, as the case may be.

     (d) The documents, if any, incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or

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any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

     (e) The making of applications to the Financial Services Authority in its capacity as competent authority (the “UK Listing Authority”) under the Financial Services and Markets Act 2000 as amended (the “FSMA”) to have the Securities admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc. (the “London Stock Exchange”) to have the Securities admitted to trading on the London Stock Exchange’s regulated market (together, “listed on the London Stock Exchange” and all references in this agreement to “listed”, “listing”, “list” or any other variation thereof shall mean the same) have been authorized by the Province.

     2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Province agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Province, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

     3. Delivery and Payment. Delivery of and payment for the Securities shall be made at the offices, on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and the Province or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company against payment by the several Underwriters through the Representatives of the purchase price thereof in immediately available (same-day) funds.

     4. Agreements. The Province agrees with the several Underwriters that:

     (a) The Province will prepare the Prospectus in the form approved by you and will file such Prospectus pursuant to the applicable provision of Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and will make no further amendment or any supplement to the Registration Statement or Prospectus which has not been approved by you. The Province will prepare a final term sheet, containing solely a description of the Securities, in a form approved by the Representatives and file such term sheet pursuant to Rule 433(d) under the Act

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within the time required to be filed by such rule; and will promptly file all other material required to be filed by the Province with the Commission pursuant to Rule 433(d) under the Act. The Province will promptly advise the Representatives after it receives notice thereof, of the time (i) when the Prospectus and such final term sheet shall have been so filed, (ii) when any amendment to the Registration Statement shall have become effective (other than any amendment to the Registration Statement occurring after completion of the offering that relates to any offering of securities other than the Securities), (iii) of any request by the Commission for any amendment to the Registration Statement, or any amendment or any supplement to the Prospectus, or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Province of any notification with respect to the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Province will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

     (b) Within the period during which a prospectus relating to the Securities is required to be delivered under the Act, the Province will comply with all requirements applicable to the Province under the Act, as now and hereafter amended, and by the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof and by the Prospectus. If, at any time during such period, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or rules thereunder, the Province promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement (including, if appropriate, a Form 18-K or an amendment thereto) which will correct such statement or omission or an amendment which will effect such compliance.

     (c) The Province will make generally available to its security holders in the United States and to the Representatives, as soon as practicable after the close of its fiscal year, a statement in reasonable detail of the revenues and expenditures of the Province covering the first full fiscal year of the Province commencing after the date hereof, which will satisfy the provisions of Section 11(a) of the Act and the applicable rules and regulations thereunder.

     (d) The Province will furnish to counsel for the Underwriters, on behalf of the Representatives, without charge, copies of the Registration

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Statement (including one signed copy with all exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date; and, prior to 5:00 p.m., New York City time, on the New York business day next succeeding the date of this letter (as accepted and confirmed on behalf of the several Underwriters, hereinafter, this “Agreement”), furnish the Representatives with copies of the Prospectus in New York City in such quantities as the Representatives may reasonably request; and, so long as delivery of a prospectus by an underwriter or dealer (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) may be required by the Act, as many copies of any Preliminary Prospectus and the Prospectus and any amendments thereof and supplements thereto (including any Form 18-K and any amendment thereto), as the Representatives may reasonably request.

     (e) The Province will furnish such information, execute such instruments and take such actions as may be required to qualify the Securities for offering and sale under the applicable securities or other laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities.

     (f) So long as any of the Securities are outstanding, the Province will furnish to the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange in the United States.

     (g) Until the Closing Date, the Province will not, without the prior consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any of its U.S. dollar-denominated debt securities issued or guaranteed by the Province that mature more than one year after their respective dates of issue.

     (h) Other than the final term sheet prepared and filed pursuant to Section 4(a) hereof, without the prior consent of the Representatives, the Province has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; and any such free writing prospectus the use of which has been consented to by the Province and the Representatives (including the final term sheet prepared and filed pursuant to Section (4)(a) hereof) is listed in Schedule I hereto.

     (i) The Province has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending required thereby or by the Prospectus Directive or by applicable United Kingdom law.

     (j) The Province agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the

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Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Province will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission.

     (k) The Province will pay (i) all expenses in connection with the preparation, filing and printing of the Registration Statement, any Preliminary Prospectus, the Prospectus, the Listing Prospectus and any Issuer Free Writing Prospectus (including all amendments and supplements thereto) and the printing of this Agreement and any related Agreement Among Underwriters, (ii) the filing fees and other expenses (including fees and disbursements of counsel) of qualifying the Securities for sale and determining their eligibility for investment under the laws of such jurisdictions as the Representatives designate and of printing memoranda relating thereto, (iii) if applicable, all fees and expenses in connection with the admission of the Securities to the Official List of the UK Listing Authority and to trading on the Regulated Market of the London Stock Exchange (including all fees relating to the publication of the Listing Prospectus and any supplements thereto on the London Stock Exchange’s website in accordance with the Prospectus Directive), and the maintenance of such listing; (iv) fees charged by investment rating agencies for the rating of the Securities, (v) all expenses in connection with the distribution of the Prospectus, any Preliminary Prospectus, the Listing Prospectus and any Issuer Free Writing Prospectus to Underwriters and with the preparation, issuance and delivery of the Securities, (vi) an amount up to US$100,000 to be applied in reimbursement of the reasonable out-of-pocket expenses and costs of the Underwriters (including any value added or equivalent tax on such expenses and costs) directly attributable to the offering and sale of the Securities, (vii) all expenses incident to the performance of its obligations under this Agreement and (viii) fees charged by the Fiscal Agent in connection with the Fiscal Agency Agreement. In respect of clause (vi) above, the Representatives shall deduct the amount of US$100,000 from the purchase price for the Securities, shall supply the Province with an itemized account for such expenses within 90 days of the Closing Date and shall repay the Province within 90 days of the Closing Date any shortfall between the expenses so itemized and US$100,000.

     (l) The Province will use all reasonable efforts to have the Securities listed on the London Stock Exchange as soon as possible after the Closing Date, to furnish to the UK Listing Authority and the London Stock Exchange all documents (including a Listing Prospectus as defined below), information and undertakings and publish all advertisements or other material that may be necessary in order to effect such listing, and to cause such listing to be continued

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for so long as any of the Securities remains outstanding; provided that if, in the opinion of the Province, the continuation of such listing shall become unduly onerous, then the Province may delist the Securities from the Official List of the UK Listing authority, provided that the Province will use its best efforts to obtain the listing of the Securities on another recognized stock exchange reasonably acceptable to the Representatives.

     (m) The Province will ensure that (i) a single prospectus pursuant to Directive 2003/71/EC and the implementing measures in the United Kingdom (the “Prospectus Directive”) is prepared (after the Representatives have had a reasonable opportunity to comment thereon) and approved by the UK Listing Authority for the purposes of listing the Securities on the London Stock Exchange, (ii) such single prospectus, including all documents incorporated by reference therein only for the purpose of the Prospectus Directive, as revised, supplemented, amended or updated by any supplementary prospectus in accordance with subsection (o) below (hereinafter the “Listing Prospectus”) contains all information with respect to the Province that is material in the context of the issue and offering of the Securities (including all information which, according to the particular nature of the issue and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Province and of the rights attaching to the Securities); the information therein is accurate in all material respects and does not contain any untrue statements of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading and all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such statements; (iii) the Listing Prospectus contains all information required by the laws, rules and regulations applicable to the London Stock Exchange and the Prospectus Directive and any rules or regulations made thereunder, as the case may be, and is published on the website of the London Stock Exchange in accordance with Article 14 of the Prospectus Directive; and (iv) the summary contained in the Listing Prospectus conveys the essential characteristics and risks associated with the Province and the Securities, is accurate in all material respects and is not misleading, inaccurate or inconsistent when read together with the other parts of the Listing Prospectus.

     (n) Once the Securities are listed on the London Stock Exchange the Province will comply at all times with the Part 6 rules (including the Listing Rules) made by the UK Listing Authority (or such other body to which its functions have been transferred in accordance with Section 73A of the FSMA) in accordance with Section 74 of the FSMA and with the London Stock Exchange’s Admission and Disclosure Standards.

     (o) If at any time after the Listing Prospectus is approved by the UK Listing Authority and before the actual listing is effective, (i) there arises or is

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noted a significant new factor, material mistake or inaccuracy relating to the information in the Listing Prospectus or (ii) there arises a change in the condition of the Province which is material in the context of the issue of Securities, the Province shall give to the Representatives on behalf of the Underwriters full information about the change or matter and shall promptly prepare a supplementary Listing Prospectus as may be required and approved by the UK Listing Authority (after the Representatives have had a reasonable opportunity to comment thereon) and shall otherwise comply with Section 87 of the FSMA, if applicable, and the Listing Rules in that regard.

     (p) The Province shall supply to the relevant Underwriters such number of copies of the Listing Prospectus and any supplementary Listing Prospectus as such Underwriters may reasonably request.

     (q) The Province will authorize RBC Capital Markets Corporation (the “Coordinating Stabilizing Manager”) to make the announcement required by Articles 8(4), 9(1) and 9(3) of the Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC, provided that if the Province wishes to issue a public announcement in respect of the Securities for other purposes, it shall consult with the Coordinating Stabilizing Manager to determine if any such stabilization announcement can be incorporated therein and, in any case, it shall not issue anything which is inconsistent with the stabilization announcements made by the Coordinating Stabilizing Manager.

     5. Covenants of the Underwriters.

     (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State other than:

     (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

     (B) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

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     (C) to fewer than 100 natural persons or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of RBC Capital Markets Corporation for any such offer; or

     (D) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of Securities shall require the Province or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

     For the purposes of this section (a), the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

     (b) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that,

     (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Province; and

     (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

     (c) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan. Each Underwriter has agreed that it has not offered or sold and will not offer or sell any Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan

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(which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

     (d) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or (ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Ordinance; and it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

     (e) The offering of the Securities has not been registered with CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no Securities may be offered, sold or delivered, nor may copies of the prospectus supplement, the accompanying prospectus or of any other document relating to the Securities be distributed in the Republic of Italy, except:

     (i) to Qualified Investors (investitori qualificati), as defined in Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (“Decree No. 58”) and as defined under Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (“CONSOB Regulation No. 11971”); or

     (ii) in other circumstances where an express exemption from compliance with the public offering restrictions applies, as provided under Article 100 of Decree No. 58 or CONSOB Regulation No. 11971.

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     Any offer, sale or delivery of the Securities or distribution of copies of the prospectus supplement, the accompanying prospectus or any other document relating to the Securities in the Republic of Italy must be:

     (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”), Decree No. 58 and CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and any other applicable laws and regulations; and

     (ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and

     (iii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or the Bank of Italy.

     In accordance with Article 100-bis of the Consolidated Financial Services Act, where no exemption from the rules on public offerings applies under (1) and (2) above, the subsequent distribution of the Securities on the secondary market in the Republic of Italy must be made in compliance with the public offer and the prospectus requirement rules provided under the Consolidated Financial Services Act and CONSOB Regulation No. 11971. Failure to comply with such rules may result in the sale of such Securities being declared null and void and in the liability of the intermediary transferring the financial instruments for any damages suffered by the investors.

     (f) Each of the underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, and the Province severally represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Securities to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the prospectus supplement, the accompanying prospectus or any other offering material relating to the Securities, and that such offers, sales and distributions have been and will be made in France only to (a) providers of investment services relating to portfolio management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier. The prospectus supplement and the accompanying prospectus prepared in connection with the Securities have not been submitted to the clearance procedures of the Autorité des marchés financiers.

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     (g) Sale and Distribution. In addition to the provisions of Sections 5 (a) through (f) above, each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that it and each such affiliate has not offered, sold or delivered and it and they will not offer, sell or deliver, directly or indirectly, any of the Securities or distribute the Prospectus, the Listing Prospectus, any preliminary prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of its or their knowledge and belief, after reasonable inquiry, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Province except as contained in this Agreement. In addition, the Representatives agree with the Province to cause each selling group member to agree to comply with the restrictions on offers and sales of the Securities set forth in this Section 5.

     (h) Without prejudice to the provisions of Sections 5 (a) through (f) and except for the qualification of the Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions as the Representatives may designate, the Province shall not have any responsibility for, and each Underwriter severally agrees with the Province that each such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the offer, sale or delivery by them of any of the Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such offer, sale or delivery of any of the Securities.

     (i) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Province that, without the prior consent of the Province and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act required to be filed with the Commission.

     6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Province contained herein, both (i) on, and as though made on, the date hereof and (ii) on, and as though made on, the Closing Date, to the accuracy of the statements of the Province made in any certificates pursuant to the provisions hereof, to the performance by the Province of its obligations hereunder performable prior to the Closing Date and to the following additional conditions:

     (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any part thereof, shall have been issued and no proceedings for that purpose shall have been instituted or

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threatened; any request of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives; the Prospectus shall have been filed pursuant to the applicable provision of Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) of this Agreement; and the term sheet contemplated by Section 4(a) of this Agreement shall have been timely filed with the Commission pursuant to Rule 433(d) under the Act.

     (b) The Representatives shall have received an opinion, dated the Closing Date, of the Minister of Justice and Attorney General, the Deputy Attorney General, the Assistant Deputy Attorney General, the Director of Civil Legal Services, the Assistant Director of Civil Legal Services or a Crown Counsel of the Province of Manitoba, counsel for the Province, to the effect that:

     (i) The Securities have been duly authorized, executed, issued and delivered in accordance with the laws of the Province of Manitoba, the Order or Orders of the Lieutenant Governor in Council of the Province applicable thereto and any laws of Canada applicable thereto and constitute valid and legally binding, direct and unconditional general obligations of the Province in accordance with their terms;

     (ii) The Securities rank pari passu with all other debentures, bonds and notes constituting general obligations of the Province outstanding on the Closing Date;

     (iii) All necessary action has been duly taken by or on behalf of the Province, and all necessary authorizations and approvals under the laws of the Province of Manitoba and under the laws of Canada have been duly obtained (or no such authorizations or approvals under the laws of Canada are necessary), for the authorization, execution and delivery by the Province of this Agreement;

     (iv) This Agreement and the Fiscal Agency Agreement have been duly authorized, executed and delivered by the Province in accordance with the laws of the Province of Manitoba, the Order or Orders of the Lieutenant Governor in Council of the Province applicable thereto and any laws of Canada applicable thereto (or there are no laws of Canada applicable thereto);

     (v) There are no withholding or other income taxes or capital gains taxes payable under the laws of Canada or of the Province of Manitoba in respect of the Securities or the premium, if any, or the interest thereon by an owner who is not, and is not deemed to be, a resident of Canada and who does not use or hold, and who is not deemed to use or hold, the Securities in carrying on business in Canada, and no estate taxes

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or succession duties are presently imposed by Canada or the Province of Manitoba;

     (vi) Such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any amendment or supplement thereto, as of their respective dates and as of the Closing Date, or the Pricing Disclosure Package, as of the Applicable Time, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the opinion with respect to Canadian taxes under the caption “Description of Securities” in the Prospectus is accurately described therein; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement or Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required;

     (vii) The execution and delivery by the Province of this Agreement and the Fiscal Agency Agreement, the creation, offering, issue and sale of the Securities and the performance by the Province of its obligations under this Agreement and the Fiscal Agency Agreement will not violate, conflict with or result in a breach of any indenture, agreement or other instrument to which the Province is a party or by which the Province is bound; and

     (viii) No litigation or proceedings of any nature are now pending or threatened attacking or in any way attempting to restrain or enjoin the issue and delivery of the Securities or in any manner questioning the authority and proceedings under which the Securities are issued, or affecting the validity thereof, or contesting the title or official capacity of any of the persons authorized by the applicable Order of the Lieutenant Governor in Council to sign the Securities, or the authority of any of the persons authorized by said Order in Council to countersign the Securities under the designation “Authorized Signing Officer”, and no authority or proceedings for the issuance of the Securities have been modified, repealed, revoked or rescinded in whole or in part.

In rendering such opinion, such counsel may rely upon the opinion of Sullivan & Cromwell LLP as to matters of United States law and procedure and need not express any

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opinion as to the financial statements or other financial data contained in the Registration Statement and the Prospectus.

     (c) The Representatives shall have received from Thompson Dorfman Sweatman LLP, Canadian counsel to the Underwriters, given in respect of the laws of Manitoba and Canada, such opinion or opinions, dated the Closing Date, with respect to the validity of the Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus and other related matters as the Representatives may require, and the Province shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion or opinions, such counsel may rely upon the opinion of Sullivan & Cromwell LLP as to matters of United States law and procedure and need not express any opinion or belief as to the financial statements or other financial or statistical data contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

     (d) The Representatives shall have received from Sullivan & Cromwell LLP, United States counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the validity of the Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus and other related matters as the Representatives may require, and the Province shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion or opinions, such counsel may rely upon the opinions of counsel named in paragraphs (b) and (c) of this Section as to matters of Canadian and Manitoba law and procedure, and need not express any opinion or belief as to the financial statements or other financial or statistical data contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

     (e) Subsequent to the execution and delivery of this Agreement and on or prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the condition (financial or other) of the Province which, in the judgment of a majority in interest of the Underwriters, including any Representatives, materially impairs the investment quality of the Securities; or (ii) any downgrading in the rating of the Province’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act).

     (f) The Representatives shall have received a certificate, dated the Closing Date, of the Minister of Finance or the Deputy Minister of Finance, the Assistant Deputy Minister of Finance — Treasury Division or Director of Capital Markets, of the Province of Manitoba in which such official, to the best of such person’s knowledge after reasonable investigation, shall state that the representations and warranties of the Province in this Agreement are true and correct, the Province has complied with all agreements and satisfied all conditions

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on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission.

     (g) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province of Manitoba or the State of New York.

     (h) The Province shall have furnished to the Representatives or their counsel such further certificates and documents as the Representatives or such counsel request.

     All such opinions, certificates and documents will be in compliance with the provisions hereof only if they are satisfactory to the Underwriters or the Representatives and to Sullivan & Cromwell LLP, counsel to the Underwriters. The Province will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as they reasonably request.

     7. Indemnification and Contribution.

     (a) The Province will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, the Listing Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Province will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Province by any Underwriter through the Representatives, if any, specifically for use therein.

     (b) Each Underwriter will indemnify and hold harmless the Province against any losses, claims, damages or liabilities to which the Province may become subject, under the Act or otherwise, insofar as such losses, claims,

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damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, the Listing Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Province by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Province in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; it being understood that the only such information furnished by any Underwriter consists of the information described in a letter from the Underwriters to the Province dated as of the Closing Date identifying such information.

     (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

     (d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Province on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in

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such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Province on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Province on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Province bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Province or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Province under this Section shall be in addition to any liability which the Province may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have.

     8. Default by an Underwriter. If any Underwriter or Underwriters default in their obligations to purchase any Securities under this Agreement and the aggregate principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the principal amount of the Securities, the Representatives may make arrangements satisfactory to the Province for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement,

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to purchase the Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Securities and arrangements satisfactory to the Representatives and the Province for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Province, except as provided in Section 11. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

     9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives or the Province, by notice given to the Province or the Representatives, as the case may be, prior to delivery and payment for the Securities, if prior to that time, there shall have occurred such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable judgment of the Representatives or the Province, as the case may be, is material and adverse and such changes, singly or together with any other such change, makes it, in the reasonable judgment of the Representatives or the Province, as the case may be, impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus. Notwithstanding any such termination, the provisions of Sections 7, 11 and 14 hereof shall remain in effect.

     10. Stabilization and Over-allotment. Any over-allotment or stabilization transaction by the Underwriters in connection with the distribution of the Securities shall be effected by them on their own behalf and not as agents of the Province, and any gain or loss arising therefrom shall be for their own account. The Underwriters acknowledge that the Province has not been authorized to issue Securities in excess of the principal amount set forth in Schedule I hereto. The Underwriters also acknowledge that the Province has not authorized the carrying out by the Underwriters of stabilization transactions other than in conformity with applicable rules, including those made pursuant to the FSMA (provided that the aggregate amount of Securities allotted does not exceed 105 percent of the aggregate principal amount of the Securities) and Regulation M promulgated by the Commission (if applicable). RBC Capital Markets Corporation will be Coordinating Stabilizing Manager on IPMA (International Primary Market Association) terms.

     11. Representations and Indemnities to Survive. The respective indemnities, agreements, representations, warranties and other statements of the Province or its representatives and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Province or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Securities by the

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Underwriters under this Agreement is not consummated, the Province shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Province and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Underwriting Agreement pursuant to Section 8 or Section 9, the Province will reimburse the Underwriters upon demand for all out-of-pocket expenses (including fees and disbursements of counsel) that shall have been incurred by them in connection with the offering of the Securities, the Underwriters agreeing to pay such fees and disbursements of counsel for the Underwriters in any other event.

     12. Notices. Except as otherwise expressly provided in this Agreement, all communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or sent by facsimile, at the address specified in Schedule I hereto; or, if sent to the Province, will be mailed, delivered or sent by facsimile to the Minister of Finance or the Deputy Minister of Finance of the Province of Manitoba, Legislative Building, Winnipeg, Manitoba R3C 0V8, Canada.

     13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Sections 7 and 11 hereof, and no other person will have any right or obligation hereunder. No purchaser of any Security from any Underwriter shall be deemed to be a successor or assign merely by reason of such purchase. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto. Any purported assignment of this Agreement in contravention of this Section 13 shall be null and void.

     14. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

     15. Representation of Underwriters. The Representatives will act for the several Underwriters in connection with this offering of Securities, and any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters.

     16. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

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     If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your confirmation and acceptance hereof shall represent a binding agreement among the Province and the several Underwriters.

Very truly yours, PROVINCE OF MANITOBA
By:	/s/ Garry Steski
	Name:	Garry Steski
	Title:	Director, Capital Markets

The foregoing letter is hereby confirmed and accepted as of the date of such letter specified above.

BANC OF AMERICA SECURITIES LLC CIBC WORLD MARKETS CORP. RBC CAPITAL MARKETS CORPORATION As Representatives of the several Underwriters named in Schedule II hereto
By:	RBC CAPITAL MARKETS CORPORATION
By:	/s/ Paul Lynch
	Name:	Paul Lynch
	Title:	Director, Head of U.S. Syndicate

SCHEDULE I

Underwriting Agreement dated:	May 19, 2010
Fiscal Agency Agreement:	Fiscal Agency Agreement, to be dated as of May 26, 2010, among the Province of Manitoba, Citibank, N.A., as Fiscal Agent, and Citibank, N.A., London Branch, as additional paying agent and transfer agent
Representatives and addresses:	Banc of America Securities LLC One Bryant Park New York, New York 10036 United States of America Attention: Lily Chang
	CIBC World Markets Corp. 300 Madison Avenue, 5th Floor New York, New York 10017 United States of America Attention: Wholesale Banking — Debt Capital Markets
	RBC Capital Markets Corporation Three World Financial Center 200 Vesey Street – 8th Floor New York, New York 10281-8098 United States of America Attention: US Debt Capital Markets/Transaction Management
Title and description of Securities:
Title:	2.625% Global Debentures Series FQ due July 15, 2015
Aggregate principal amount:	$600,000,000
Issue date:	May 26, 2010
Maturity date:	July 15, 2015
Interest rate:	2.625%

I-1

Interest accrued from:	May 26, 2010
Interest payment dates:	January 15 and July 15, commencing on July 15, 2010
Currency of denomination:	U.S. Dollars
Currency of payment:	U.S. Dollars
Form(s) and denomination(s):	Registered form only, U.S.$1,000 and multiples of U.S.$1,000 in excess thereof (initially, all securities to be delivered and held in global form through the facilities of The Depository Trust Company)
Sinking fund provisions:	None
Redemption provisions:	The Securities are not redeemable prior to maturity.
Warrant provisions:	None
Other provisions:	None
Ratings:	AA (stable) (Standard & Poor’s Ratings Group) / Aa1 (stable) (Moody’s Investors Service, Inc.)
Price to public:	99.901%, plus accrued interest, if any, from May 26, 2010
Purchase price to Underwriters:	99.726%, plus accrued interest, if any, from May 26, 2010
Underwriting commissions:	0.175%
Funds:	Federal funds
Manner of payment:	Wire transfer to an account designated by the Province of Manitoba to be determined
Closing Date, time and location:	May 26, 2010 at 10:00 a.m. at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004

I-2

Securities exchange(s):	The Province has undertaken to the Underwriters to use all reasonable efforts to have the Securities admitted to the UKLA’s Official List and to trading on the London Stock Exchange’s regulated market as soon as possible after closing. Settlement of the Securities is not conditional on obtaining the listing.
Applicable Time:	2:45 P.M. on May 19, 2010
Pricing Disclosure Package:	Prospectus, dated April 2, 2007; Preliminary Prospectus Supplement, dated May 19, 2010; Final Term Sheet, dated May 19, 2010
Free Writing Prospectuses consented to per Section 4(h):	Final Term Sheet, dated May 19, 2010

I-3

SCHEDULE II

2.625% Global Debentures Series FQ due July 15, 2015

	Principal Amount
Underwriters	of Securities
Banc of America Securities LLC	U.S.$	159,000,000
CIBC World Markets Corp.		159,000,000
RBC Capital Markets Corporation		159,000,000
HSBC Securities (USA) Inc.		30,000,000
National Bank Financial Inc.		30,000,000
The Toronto-Dominion Bank		30,000,000
Scotia Capital (USA) Inc.		21,000,000
Bank of Montreal, London Branch		6,000,000
Casgrain & Company (USA) Limited		6,000,000
Total	U.S.$	600,000,000

II-1

EX-4.1

Exhibit 4.1

PROVINCE OF MANITOBA

U.S.$600,000,000

2.625% Global Debentures Series FQ due July 15, 2015

FISCAL AGENCY AGREEMENT

May 26, 2010

PROVINCE OF MANITOBA

     FISCAL AGENCY AGREEMENT, dated as of May 26, 2010, among the Province of Manitoba (the “Province”), Citibank, N.A. (the “Fiscal Agent”), a national banking association organized under the laws of the United States of America, as registrar, fiscal agent, transfer agent and principal paying agent, and Citibank, N.A., London Branch, as additional paying agent and transfer agent.

     1. Underwriting Agreement. The Province has entered into an Underwriting Agreement, dated May 19, 2010 (the “Underwriting Agreement”), with Banc of America Securities LLC, CIBC World Markets Corp. and RBC Capital Markets Corporation as Representatives of the several Underwriters listed on Schedule II thereto, providing for the issue and sale by the Province of U.S.$600,000,000 aggregate principal amount of 2.625% Global Debentures Series FQ due July 15, 2015 (the “Debentures”).

     2. Appointment of Fiscal Agent; Paying Agents; Additional Transfer Agent. (a) The Province hereby appoints the Fiscal Agent, at present having an office at 388 Greenwich Street, 14th Floor, New York, New York 10013, as registrar, fiscal agent, transfer agent and principal paying agent of the Province for the Debentures, upon the terms and conditions set forth herein and the Fiscal Agent accepts such appointments. Any successors to the Fiscal Agent as registrar, fiscal agent, transfer agent and principal paying agent are hereinafter referred to, in such capacities, as the “Fiscal Agent”.

     (b) The Province may from time to time appoint one or more additional agents (hereinafter referred to as a “Paying Agent” or the “Paying Agents”) for the payment (subject to the applicable laws and regulations) of the principal of and interest and Additional Amounts (as defined in the terms and conditions of the Debentures), if any, on the Debentures at such place or places as the Province may determine pursuant to a paying agency agreement (a “Paying Agency Agreement”). The Province may at any time terminate the appointment of any Paying Agent; provided, however, that as long as the Debentures are listed on the London Stock Exchange and the rules of the London Stock Exchange or the Financial Services Authority require, the Province will maintain a paying agent in London. The Province will also ensure that it maintains a paying agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. The Province will keep the Fiscal Agent informed as to the name, address and telephone and facsimile numbers of each Paying Agent appointed by it and will notify the Fiscal Agent of the resignation or termination of the appointment of any Paying Agent. The Province hereby appoints Citibank, N.A., London Branch, at present having an office at 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, as the paying agent in London of the Province for the Debentures, upon the terms and conditions set forth herein. Citibank, N.A., London Branch, accepts such appointment and, along with its successors as such paying agent in London, is hereinafter referred to, in such capacity, as a “Paying Agent”. The Province shall arrange with each Paying

Agent for the payment, as provided herein, of the principal of and interest and Additional Amounts, if any, on the Debentures on terms approved by the Province (further references herein to principal and interest shall be deemed to also refer to any Additional Amounts).

     (c) The Province may from time to time appoint one or more additional agents for the processing of applications for registration of transfer or exchange of fully registered Debentures in definitive form (hereinafter referred to as an “Additional Transfer Agent” or “Additional Transfer Agents” and, together with the Fiscal Agent, in its capacity as transfer agent of the Province, the “Transfer Agents” or, individually, a “Transfer Agent”). The Province may at any time terminate the appointment of any Additional Transfer Agent; provided, however, that as long as the Debentures are listed on the London Stock Exchange, and the rules of such exchange or the Financial Services Authority so require, the Province will maintain an Additional Transfer Agent in London. The Province will keep the Fiscal Agent informed as to the name, address and telephone and facsimile numbers of each Additional Transfer Agent appointed by it and will notify the Fiscal Agent of the resignation or termination of the appointment of any Additional Transfer Agent. The Province hereby appoints Citibank, N.A., London Branch as the transfer agent in London of the Province for the Debentures, upon the terms and conditions set forth herein. Citibank, N.A., London Branch accepts such appointment and, along with its successors as such transfer agent in London, is hereinafter referred to, in such capacity, as a “Transfer Agent” or “Additional Transfer Agent”.

     3. Form. (a) The Debentures shall initially be issued in the form of two fully registered global certificates without coupons (such registered global certificates and any registered global certificate issued upon any transfer or exchange thereof or in replacement therefor is hereinafter referred to as the “Global Bond”). The Global Bond shall be registered in the name of Cede & Co., as nominee of DTC, and be held by DTC or its custodian. As long as DTC or its respective nominee is the registered holder of the Global Bond, it will be considered the sole owner and registered holder of the Debentures for all purposes hereunder and under the Global Bond. None of the Province, the Fiscal Agent or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made by DTC on account of beneficial interests in the Global Bond. Except as provided in Section 6 hereof, owners of beneficial interests in the Global Bond will not be entitled to have Debentures registered in their names, will not receive or be entitled to receive Debentures in definitive registered form and will not be considered owners or registered holders thereof under this Agreement. The Global Bond will be substantially in the form attached hereto as Exhibit 1.

     (b) All Debentures (including the Global Bond) shall be executed on behalf of the Province by the signature of the Minister of Finance or of another duly authorized official of the Department of Finance, and shall be sealed with the manual or facsimile seal of the Minister of Finance. In the event that any official of the Province who shall have signed or whose facsimile signature shall appear upon any of the

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Debentures shall cease to hold such office before the Debentures so signed shall actually have been countersigned, registered or delivered, such Debentures nevertheless may be countersigned, registered and delivered with the same force and effect as though such person who signed such Debentures had not ceased to be such official of the Province.

     4. Countersignature. The Fiscal Agent shall, upon receipt of Debentures duly executed and sealed on behalf of the Province together with a written order or orders to countersign and deliver Debentures in a stated principal amount, (i) countersign and register not more than the said aggregate principal amount of Debentures and deliver them in accordance with the written order or orders of the Province and (ii) thereafter countersign, register and deliver Debentures in accordance with the provisions of Sections 5, 6 and 8 of this Agreement. The total amount of the Debentures to be issued and outstanding at any time, whether in the form of the Global Bond or Debentures in definitive registered form, issued in exchange for the Global Bond, shall not exceed U.S.$600,000,000 in aggregate principal amount, plus the aggregate principal amount of any additional Debentures issued by the Province pursuant to any supplement hereto in accordance with Section 15 of this Agreement. The Province hereby appoints any officer of the Fiscal Agent as an authorized signing officer for the purpose of countersigning the Debentures and the Fiscal Agent accepts such appointment on behalf of its officers.

     5. Registration, Transfers and Exchanges. (a) The Fiscal Agent, as agent of the Province for the purpose of registration, shall at all times keep at its principal office in The City of New York a register or registers (hereinafter the “Register” or “Registers”) for the registration and registration of transfers and exchanges of Debentures, in which shall be entered the names and addresses of the registered holders of Debentures and the principal amount of and other particulars of the Debentures held by them. Subject to Section 6 hereof, upon surrender for registration of transfer of any Debenture at said office, the Fiscal Agent shall countersign, register and deliver, in the name of the transferee or transferees, a new Debenture or Debentures for a like aggregate principal amount. Subject to Section 6 hereof, upon surrender of any Debenture at said office for exchange, the Fiscal Agent shall countersign, register and deliver, in exchange for such Debenture, a new Debenture or new Debentures of the appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the provisions of the Debentures. The Province and the Fiscal Agent shall not be required to make any exchange of Debentures if as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange.

     (b) All new Debentures countersigned and delivered by the Fiscal Agent upon registration of transfer or in exchange for Debentures of other denominations shall be so dated the date of such countersignature.

     (c) All Debentures presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Fiscal Agent, which form shall be in

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accordance with prevailing transfer regulations and practices and duly executed by the registered holder or its duly authorized attorney.

     (d) The Fiscal Agent and each Additional Transfer Agent shall not impose any service charge on the registered holder on any such registration of transfer or exchange of Debentures in the normal course of business; provided, however, the Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in this Agreement or in the Debentures, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith.

     (e) The Province, the Fiscal Agent and any Paying Agent or Transfer Agent may treat the person in whose name any Debenture is registered as the absolute owner of such Debenture for the purpose of receiving payment of principal of and interest on such Debenture, and all other purposes whatsoever, whether or not such Debenture be overdue, and none of the Province, the Fiscal Agent or any Paying Agent or Transfer Agent shall be affected by any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the Fiscal Agent and any Paying Agent or Transfer Agent for the amount so paid.

     (f) The Fiscal Agent shall not be required to register any transfer or exchange of Debentures (and any Additional Transfer Agent shall not be required to accept presentment of fully registered Debentures in definitive form for registration of transfer or exchange by the Fiscal Agent) during the period from the Regular Record Date (as defined in the Debentures) to the Interest Payment Date (as defined in the Debentures). For the purposes of any interest payment made in accordance with Section 7(a), (b) or (c) hereof, such payment shall be made to those persons in whose names Debentures are registered on such Regular Record Date.

     (g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in its jurisdiction at which fully registered Debentures in definitive form may be presented for registration of transfer or exchange by the Fiscal Agent in accordance with this Agreement. Each Additional Transfer Agent shall promptly forward to the Fiscal Agent all such Debentures received by it, together with the written instrument or instruments of transfer referred to above.

     6. Special Provisions Relating to the Global Bond. (a) Unless the Global Bond is presented by an authorized representative of DTC to the Province, the Fiscal Agent or their respective agents for registration of transfer, exchange or payment, and any replacement Global Bond issued is registered in the name of a nominee of DTC as requested by such authorized representative and any payment is made to such nominee of DTC, any transfer, pledge or other use of the Global Bond for value or otherwise shall be wrongful since the registered holder thereof has an interest therein.

     (b) Except as provided in this subparagraph, Debentures will not be issued in definitive registered form. If at any time DTC notifies the Province that it is

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unwilling or unable to continue as depositary for the Global Bond or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, or other applicable U.S. securities legislation, or otherwise ceases to be eligible to be a depositary, the Province shall appoint a successor depositary with respect to the Global Bond. If a successor depositary for the Global Bond is not appointed by the Province as soon as reasonably practicable after the Province receives such notice or becomes aware of such ineligibility, the Province shall execute and seal Debentures in definitive registered form, and the Fiscal Agent, upon receipt thereof, shall countersign and deliver such Debentures in definitive registered form without coupons, in denominations of U.S.$1,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of the Global Bond as of the exchange date.

     The Province may at any time and in its sole discretion determine not to have any of the Debentures held in the form of the Global Bond. In such event, the Province shall execute and seal Debentures in definitive registered form, and the Fiscal Agent, upon receipt thereof, shall countersign and deliver such Debentures in definitive registered form without coupons, in denominations of U.S.$1,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of the Global Bond as of the exchange date.

     Upon the exchange of the Global Bond for Debentures in definitive registered form, the Fiscal Agent shall cancel the Global Bond and shall reduce the holdings of Cede & Co. on the Register to nil. Debentures in definitive registered form issued in exchange for the Global Bond pursuant to this section shall be registered in such names as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Fiscal Agent or the Province. The Fiscal Agent shall deliver such Debentures in definitive registered form to or as directed by the persons in whose names such definitive registered Debentures are so registered and, to the extent reasonably practicable in the circumstances, shall direct all payments to be made in respect of such Debentures in definitive registered form to the registered holders thereof on or after such exchange regardless of whether such exchange occurred after the record date for such payment.

     All Debentures in definitive registered form issued upon the exchange of the Global Bond shall be valid obligations of the Province, evidencing the same debt, entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to the Global Bond) as the Global Bond surrendered upon such exchange.

     7. Payment. (a) The Province will pay to the Fiscal Agent no later than 12:00 noon, New York City time, in same-day funds, in such coin or currency of United States as at the time of payment is legal tender for payment of public and private debts, to an account to be specified by the Fiscal Agent, on the day on which the same shall become due (or, the next succeeding Business Day if such due date falls upon a day which is not a Business Day as defined below), all amounts to be paid on the Debentures for principal and interest on that date as required by the terms of the Debentures. The

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Province hereby authorizes and directs the Fiscal Agent, from the funds so paid to it, to make payment of the principal and interest in respect of the Debentures in accordance with their terms and the provisions set forth below. For the purposes of this Section 7, “Business Day” shall mean a day that is not a Saturday or a Sunday and on which, in The City of New York, banking institutions are not generally authorized or obligated by law, regulation or executive order to be closed. The obligation of the Fiscal Agent to make payments of principal and interest to holders of the Debentures through DTC, by check or otherwise, is in all cases subject to the prior receipt by the Fiscal Agent from the Province of the funds required to make such payments.

     (b) Payment of principal of and interest on the Global Bond shall be made in U.S. dollars to the Fiscal Agent. The Fiscal Agent shall pay such amounts payable to Cede & Co., as nominee of DTC, in same-day funds.

     (c) Payment of principal in respect of Debentures in definitive registered form issued pursuant to Section 6(b) hereof shall be made in U.S. dollars against surrender at the office of the Fiscal Agent in The City of New York, or at the office of any Paying Agent appointed by the Province for such purpose pursuant to this Agreement and any Paying Agent Agreement. Payment of interest due prior to or on the Maturity Date will be made by forwarding by post or otherwise delivering a check payable in U.S. dollars to the registered address of registered holders of Debentures, or, at the option of the Province, otherwise transferring funds to the registered holders of the Debentures. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of the one of such joint holders whose name stands first in the register as one of such joint holders. Subject to Section 7(a), the Fiscal Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Debentures sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured.

     (d) All monies paid to the Fiscal Agent under Section 7(a) of this Agreement shall be held by it in a separate account from the moment when such money is received until the time of actual payment, in trust for the registered holders of Debentures to be applied by the Fiscal Agent to payments due on the Debentures at the time and in the manner provided for in this Agreement and the Debentures, provided that if the Fiscal Agent shall fail to duly make any such payment due on the Debentures and, as a result of such failure, the Province otherwise duly makes such payments to the registered holders of Debentures, the Fiscal Agent shall thereupon hold such monies paid to it under Section 7(a) in trust for the Province. Any money deposited with the Fiscal Agent for the payment of the principal or interest in respect of any Debenture remaining unclaimed for two years after such principal or interest shall have become due and payable shall be repaid to the Province without interest, and the registered holder of a Debenture may thereafter look only to the Province for any payment to which such holder may be entitled.

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     (e) All monies paid to any Paying Agent for the payment of principal of or interest on any Debentures shall be held by it in a separate account from the moment when such money is received until the time of actual payment, in trust for the registered holders of such Debentures, and shall be applied as set forth herein and in the Debentures.

     8. Mutilated, Destroyed, Stolen or Lost Debenture Certificates. (a) If any Debenture certificate is mutilated, defaced, destroyed, stolen or lost, application for replacement shall be made to the Fiscal Agent who shall promptly transmit such application to the Province. Such application shall be accompanied by the mutilated or defaced certificate or proof, satisfactory to the Province in its discretion, of the destruction, theft or loss of the certificate; and upon receipt by the Province of an indemnity satisfactory to it, the Province shall execute a new certificate of like tenor, and upon written instructions from the Province, the Fiscal Agent shall thereupon cancel the mutilated or defaced certificate and adjust the Register to reflect the cancellation, destruction, theft or loss of a certificate, as the case may be, and countersign, register and deliver such new certificate in exchange for the mutilated or defaced certificate or in substitution for the destroyed, stolen or lost certificate. Such replacement certificate shall be dated the date of the countersignature. All expenses associated with procuring any indemnity and with the preparation, countersignature and delivery of a replacement certificate will be borne by the registered holder of the mutilated, defaced, destroyed, stolen or lost Debenture certificate.

     (b) Whenever any Debenture, alleged to have been lost, stolen or destroyed for which a replacement Debenture has been issued, is presented to the Fiscal Agent or any Paying Agent for payment on the Maturity Date or for registration of transfer or exchange, the Fiscal Agent or the Paying Agent, as the case may be, shall promptly notify the Province in respect thereof and shall deal with such Debenture only in accordance with the Province’s instructions.

     9. Maturity, Redemption and Purchases. (a) Unless previously repurchased by the Province, as provided below, the principal amount of the Debentures is due and payable on July 15, 2015 (the “Maturity Date”).

     (b) The Province may, at any time, purchase Debentures in the open market, or by tender or by private contract at any price, in accordance with applicable law and may cause the Fiscal Agent to cancel any Debentures so purchased.

     10. Cancellation and Destruction. All Debentures which are paid on the Maturity Date, purchased by the Province and surrendered to the Fiscal Agent for cancellation or surrendered for registration of transfer or exchange for other certificates or for replacement, shall be canceled by the Fiscal Agent who shall register such cancellation. The Fiscal Agent shall, as soon as practicable after the date of cancellation of Debentures under this section or Section 8(a) or the date that the register is adjusted to reflect the destruction, theft or loss of a certificate pursuant to Section 8(a) hereof, furnish the Province with a certificate or certificates stating the serial numbers, dollar value and

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total number of Debentures that have been canceled. The Fiscal Agent shall dispose of all canceled Debentures in accordance with the practices adopted by the Fiscal Agent or, upon the instructions of the Province, shall return such Debentures to the Province, and shall furnish the Province, on a timely basis, certificates of disposal stating the serial numbers, dollar value and total number of all Debentures disposed thereunder.

     11. (a) Limit on Liability. In acting under this Agreement, the Fiscal Agent, any Paying Agent and any Transfer Agent are acting solely as agents of the Province and do not assume any obligation or relationship of agency or trust for or with any of the registered holders of the Debentures, except that all funds held by the Fiscal Agent or any Paying Agent for payment of principal or interest shall be held in trust for the registered holders of Debentures as provided in this Agreement.

     (b) Rights and Liabilities of Fiscal Agent, Paying Agent and Transfer Agent. The Fiscal Agent, each Paying Agent and each Transfer Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Debenture, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communications reasonably believed by it to be genuine. Any order, certificate, affidavit, instruction, notice, request, direction, statement or other communication from the Province made or given by it and sent, delivered or directed to the Fiscal Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any authorized officer of the Province or its attorney duly authorized in writing.

     (c) Right of Agent to Own Debentures. The Fiscal Agent, each Paying Agent and each Transfer Agent, and their respective officers, directors and employees, may become the holder of, or acquire any interest in, any Debentures, with the same rights that it or they would have if it were not the Fiscal Agent, a Paying Agent or a Transfer Agent hereunder, or they were not such officers, directors or employees, and may engage or be interested in any financial or other transaction with the Province and may act on, or as depositary, trustee or agent for, any committee or body of registered holders of Debentures or other obligations of the Province as freely as if it were not the Fiscal Agent, a Paying Agent or a Transfer Agent hereunder or they were not such officers, directors or employees.

     (d) Authorized Signatories. Except as otherwise specifically provided herein or in the Debentures, any order, certificate, notice, request, direction or other communication from the Province, made or given under any provision of this Agreement, shall be sufficient if signed by an authorized signatory of the Province (an “Authorized Signatory”). From time to time the Province will furnish the Fiscal Agent with a certificate as to the incumbency and specimen signatures of persons who are then Authorized Signatories. Until the Fiscal Agent receives a subsequent certificate from the Province, the Fiscal Agent shall be entitled to rely on the last such certificate delivered to them for purposes of determining the Authorized Signatories.

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     (e) No Duties in Event of Default by Province. The Fiscal Agent shall not have any duty or responsibility in case of any default by the Province in the performance of its obligations (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of the Debentures or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon the Province or any other person). If at any time any Fiscal Agent or any Paying Agent or Transfer Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects it in respect of its rights, duties or obligations hereunder, such Fiscal Agent or Paying Agent or Transfer Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if such Fiscal Agent or Paying Agent or Transfer Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, such Fiscal Agent or Paying Agent or Transfer Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

     12. Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties as Fiscal Agent, the Province will pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent. The Province will indemnify and hold harmless the Fiscal Agent, its directors, officers, agents and employees against all claims, actions, demands, damages, costs (including reasonable fees of counsel), losses or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties hereunder, including the costs and expenses of defending itself against any claim or liability, except as such result from any negligent act or commission, bad faith or wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for expenses, disbursements and advances made or reasonably incurred by it in connection with its services (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation of the Province under this paragraph shall survive payment of the Debentures and resignation or removal of the Fiscal Agent.

     (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents.

     (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this

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indemnity. An indemnifying party may participate at its own expense in the defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnified party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim or action). If an indemnifying party assumes the defense of any such action, the indemnified party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. Unless otherwise agreed, in no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

     13. (a) Successor Fiscal Agent. The Province agrees that there shall at all times be a Fiscal Agent hereunder and that the Fiscal Agent shall be a bank or trust company, organized and doing business under the laws of the State of New York or the federal laws of the United States applicable therein, in good standing and having a place of business in The City of New York, and authorized under such laws to exercise corporate trust powers; provided, however, that the Province may choose to act at any time as its own registrar, fiscal agent, transfer agent or principal paying agent upon reasonable notice to the Fiscal Agent.

     The Fiscal Agent shall not transfer or assign this Agreement or any interest or obligation herein without the Province’s prior written consent. Any corporation into which the Fiscal Agent hereunder may be amalgamated, merged or converted, or any corporation with which the Fiscal Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation, to which the Fiscal Agent shall sell or otherwise transfer all or substantially all of the corporate trust business of the Fiscal Agent, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, but subject to prior notice to and the prior written approval of the Province.

     (b) Resignation. The Fiscal Agent may at any time resign by giving written notice to the Province of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless the Province shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for

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any payment of principal or interest in respect of the Debentures. The Province may remove the Fiscal Agent at any time by giving 30 days written notice to the Fiscal Agent, specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by the Province of a successor Fiscal Agent and upon the acceptance of such appointment by such successor Fiscal Agent. Any Paying Agent may resign or may be removed at any time upon like notice, and the Province in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. If no successor Fiscal Agent is appointed within the time specified for resignation or removal, then the Fiscal Agent may petition a court of competent jurisdiction for the appointment of a replacement.

     (c) Bankruptcy or Insolvency of Fiscal Agent. The appointment of the Fiscal Agent hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Fiscal Agent becomes incapable of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the Fiscal Agent, or if a liquidator or receiver of the Fiscal Agent or of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of the Fiscal Agent or its property or affairs for the purposes of rehabilitation, conservation or liquidation.

     (d) Appointment of Successor. Prior to the effective date of any such resignation or removal of the Fiscal Agent, or if the Fiscal Agent shall become unable to act as such or shall cease to be qualified as aforesaid, the Province shall appoint a successor Fiscal Agent, qualified as aforesaid. Upon the appointment of a successor Fiscal Agent and its acceptance of such appointment, the retiring Fiscal Agent shall, at the direction of the Province and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Fiscal Agent and shall thereupon cease to act hereunder.

     (e) Payment of Certain Fiscal Agent’s Fees Upon Termination. If the Fiscal Agent resigns pursuant to Section 13(b) of this Agreement or ceases to act as the Province’s fiscal agent in respect of the Debentures pursuant to Section 13(c) of this Agreement, the Fiscal Agent shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Fiscal Agent has acted as fiscal agent hereunder. In the event that the Fiscal Agent ceases to act as the Province’s fiscal agent in respect of the Debentures for any other reason, the Fiscal Agent shall be entitled to receive the full amount of the annual fees payable to it in respect of the Debentures pursuant to Section 12 of this Agreement.

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     14. Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene a meeting of the registered holders of the Debentures for any lawful purpose affecting their interests upon receipt of a written request of the Province or a written request signed in one or more counterparts by the registered holders of not less than 10% of the principal amount of the Debentures then outstanding and upon being indemnified to its reasonable satisfaction by the Province or the registered holders of Debentures signing such request, as the case may be, against the costs which may be incurred in connection with the calling and holding of such meeting. If the Fiscal Agent fails to give notice convening such meeting within 30 days after receipt of such request and indemnity, the Province or such registered holders of Debentures, as the case may be, may convene such meeting. Every such meeting shall be held in The City of New York, or such other place as may be approved or determined by the Province and acceptable to the Fiscal Agent.

     (b) At least 21 days’ notice of any meeting shall be given to the registered holders of the Debentures in the manner provided pursuant to the terms and conditions of the Debentures and a copy thereof shall be sent by post to the Fiscal Agent unless the meeting has been called by the Fiscal Agent, and to the Province. Such notice shall state the time, place and purpose of the meeting and the general nature of the business to be transacted thereat, and shall include a statement to the effect that, prior to 48 hours before the time fixed for the meeting, those persons recorded in the Register shall be entitled to obtain voting certificates for the Debentures registered in their respective names and appointing proxies (subject to such procedures and requirements as the Province and the Fiscal Agent may prescribe), but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed at such meeting or any other provisions.

     (c) A registered holder of Debentures may appoint any person by instrument in writing as the holder’s proxy in respect of a meeting of the registered holders of Debentures or any adjournment of such meeting, and such proxy shall have all rights of the registered holder of Debentures in respect of such meeting. All written notices to DTC of meetings shall contain a requirement that the registered holders of Debentures must notify clearing system participants and, if known, beneficial owners of Debentures of the meeting in accordance with procedures established from time to time by such clearing systems. The registered holders of Debentures shall seek voting instructions on the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial owners of Debentures.

     (d) Some person, who need not be a registered holder of Debentures, nominated in writing by the Province shall be chairman of the meeting and if no person is so nominated or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, the registered holders of the Debentures present in person or by proxy shall choose some person present to be chairman, and, failing such choice, the Province may appoint a chairman.

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     (e) At a meeting of registered holders of Debentures, a quorum shall consist of one or more registered holders of Debentures present in person or by proxy who represent at least a majority in principal amount of the Debentures at the time outstanding. If a quorum of the registered holders of Debentures shall not be present within one-half hour after the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of Debentures, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same day in the next week (unless such day is not a business day in the place where the meeting is to take place, in which case it shall stand adjourned until the next such business day following thereafter) at the same time and place unless the chairman appoints some other place in The City of New York, or some other day or time of which not less than seven (7) days’ notice shall be given in the manner provided above. At the adjourned meeting one or more registered holders of Debentures present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent at least a majority in principal amount of the Debentures then outstanding.

     (f) The chairman of any meeting at which a quorum of the registered holders of Debentures is present may, with the consent of the registered holder(s) or a majority of principal amount of the Debentures represented thereat, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

     (g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of the fact. On any question submitted to a meeting when ordered by the chairman or demanded by a show of hands by one or more registered holders of Debentures acting in person or by proxy and holding at least 2% in principal amount of the Debentures then outstanding, a poll shall be taken in such manner as the chairman shall direct.

     (h) On a poll, each registered holder of Debentures present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each U.S. $1,000 principal amount of Debentures of which the person shall then be the registered holder. A proxy need not be a registered holder of Debentures. In the case of Debentures held jointly, any one of the joint registered holders present in person or by proxy may vote in the absence of the other or others; but in case more than one of them be present or by proxy, only one of them may vote in respect of each U.S. $1,000 principal amount of Debentures of which they are joint registered holders.

     (i) The Province and the Fiscal Agent, by their authorized representatives, officers and directors, and the financial and legal advisors of the Province

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and the Fiscal Agent, may attend any meeting of the registered holders of Debentures, but shall have no vote as such.

     (j) Except as set forth in Section 18 hereof, the registered holders of the Debentures may consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this Agreement and the Debentures. An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered holders of Debentures, whether present or not; provided, however, that no such modification or amendment to this Agreement or to the terms and conditions of the Debentures shall, without the consent of the registered holder of each such Debenture affected thereby: (a) change the Maturity Date of any Debenture or change any Interest Payment Date; (b) reduce the principal amount of any such Debenture or change the Interest Rate; (c) change the currency of payment of any such Debenture; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to such Debenture; or (e) reduce the percentage of the principal amount of Debentures necessary for the taking of any action, including modification or amendment of this Agreement or the terms and conditions of the Debentures, or reduce the quorum required at any meeting of registered holders of Debentures.

     The term “Extraordinary Resolution” is defined as a resolution passed at a meeting of registered holders of Debentures held in accordance with the provisions of this Agreement and the Debentures by the affirmative vote of the registered holders of not less than 66 2/3% of the principal amount of Debentures represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal amount of the outstanding Debentures.

     (k) Minutes of all resolutions and proceedings at every meeting of registered holders of Debentures held in accordance with the provisions of this Agreement shall be made and entered in books to be from time to time provided for that purpose by the Fiscal Agent at the expense of the Province and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or proceedings taken, or by the chairman of the next succeeding meeting of the registered holders of Debentures, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

     (l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting of registered holders of Debentures shall be binding upon all the registered holders of Debentures, whether present at or absent from such meeting, and every instrument in writing signed by registered holders of Debentures in accordance with paragraph (j) of this Section 14 shall be binding upon all the registered holders of Debentures (whether or not a signatory). Subject to the provisions for its indemnity herein contained, the Fiscal Agent shall be bound to give effect accordingly to every such Extraordinary Resolution.

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     (m) The Province may from time to time make and from time to time vary such regulations as it shall from time to time deem fit:

(i)

for the deposit of instruments appointing proxies at such place as the Fiscal Agent, the Province or the registered holders of Debentures convening a meeting, as the case may be, may in the notice convening such meeting direct; and

(ii)

for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or sent by any other means of recorded communications before the meeting to Province or to the Fiscal Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

     Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be entitled to vote at a meeting of registered holders of Debentures shall be the registered holders thereof or their duly appointed proxies.

     15. Further Issues. The Province may from time to time, without notice to or the consent of the registered holders of Debentures, create and issue further Debentures ranking pari passu with the Debentures in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Debentures or except for the first payment of interest following the issue date of such further Debentures) and so that such further Debentures shall be consolidated and form a single series with the Debentures and shall have the same terms as to status, redemption or otherwise as the Debentures. Any further Debentures shall be issued with the benefit of an agreement supplemental to this Agreement.

     16. Reports. The Fiscal Agent shall furnish to the Province such reports as may be reasonably required by the Province relative to the Fiscal Agent’s performance under this Agreement. The Province may, whenever it deems it necessary and upon reasonable notice to the Fiscal Agent, inspect books and records maintained by the Fiscal Agent pursuant to this Agreement.

     17. Forwarding of Notice. If the Fiscal Agent shall receive any notice or demand addressed to the Province pursuant to the provisions of the Debentures, the Fiscal Agent shall promptly forward such notice or demand to the Province.

     18. Amendments. This Agreement and the Debentures may be amended or supplemented by the parties hereto, without notice to or the consent of the registered holder of any Debenture, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or in the Debentures, or effecting the issue of further Debentures as described under Section 15 of

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this Agreement, or in any other manner which the Province may deem necessary or desirable and which, in the reasonable opinion of the Province shall not adversely affect the interests of the beneficial owners of the Debentures as set forth in a certificate of the Minister of Finance or the Deputy Minister of Finance, the Assistant Deputy Minister of Finance — Treasury Division or Director of Capital Finance delivered to the Fiscal Agent.

     19. Notices. (a) Any communications from the Province to the Fiscal Agent with respect to this Agreement shall be in English and addressed to Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attn: Agency & Trust; Facsimile: (212) 657-4009, any communications from the Province to Citibank, N.A., London Branch shall be addressed to Citibank, N.A., London Branch, 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, and any communications from the Fiscal Agent to the Province with respect to this Agreement shall be addressed to the Department of Finance — Treasury Division, 350-363 Broadway, Winnipeg, Manitoba R3C 3N9 (or such other address as shall be specified in writing by the Fiscal Agent, Citibank, N.A., London Branch or by the Province, as the case may be) and shall be delivered in person or sent by first class prepaid post or by facsimile transmission subject, in the case of facsimile transmission, to confirmation by telephone to the foregoing addresses. Such notice shall take effect when received.

     (b) All notices to the registered holders of Debentures will be published in English in the Financial Times in London, England (if and for so long as the debentures are admitted to the Official List of the UK Listing Authority and to trading on the regulated market of the London Stock Exchange and the rules of the London Stock Exchange or the Financial Services Authority so require) and The Wall Street Journal in New York, U.S.A. If at any time publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper with general circulation in the respective market regions as the Province, consistent with the rules of the London Stock Exchange and the Financial Services Authority and with the approval of the Fiscal Agent, shall determine. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made. Written notice will also be given to DTC, provided at the time of such notice the Debentures are represented by the Global Bond.

     (c) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) sent by electronic mail by or from the Fiscal Agent that the Fiscal Agent in its sole discretion deems to contain confidential, proprietary, and/or sensitive information will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at Citibank, N.A.’s secure website at www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

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     20. Governing Law and Counterparts. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     21. Headings. The headings for the sections of this Agreement are for convenience only and are not part of this Agreement.

     22. Inurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

[signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency Agreement as of the date first above written.

PROVINCE OF MANITOBA
By:	/s/ Garry Steski
	Name:	Garry Steski
	Title:	Director, Capital Markets
CITIBANK, N.A.
By:	/s/ Wafaa Orfy
	Name:	Wafaa Orfy
	Title:	Vice President
CITIBANK, N.A., LONDON BRANCH
By:	/s/ Wafaa Orfy
	Name:	Wafaa Orfy
	Title:	Vice President

EX-4.2

Exhibit 4.2

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO PROVINCE OF MANITOBA OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PROVINCE OF MANITOBA

REGISTERED	2.625% Global Debentures Series FQ due July 15, 2015
No. FQ-1		CUSIP No. 563469 TL9

Issue of 2.625% Global Debentures Series FQ of Province of Manitoba in the
Principal Amount of Six Hundred Million Dollars (U.S.$600,000,000) in
Lawful Money of the United States of America Payable on July 15, 2015

     PROVINCE OF MANITOBA (the “Province”), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), or registered assigns, on the 15th day of July, 2015, the principal sum of Five Hundred Million Dollars (U.S.$500,000,000) in lawful money of the United States of America upon presentation and surrender of this Global Debenture at the office of Citibank, N.A. in the Borough of Manhattan, The City of New York, State of New York, United States of America, and to pay interest thereon in like money at the office of Citibank, N.A. from the 26th day of May, 2010 or the last date to which interest has been paid or duly provided for, whichever is later, such interest to be payable semi-annually at the rate of 2.625% per annum on the 15th day of January and on the 15th day of July in each year, commencing on July 15, 2010 (each such date being an “Interest Payment Date”) until payment of the principal of this Global Debenture shall have been made or duly provided for.

     Interest on this Global Debenture shall be forwarded or caused to be forwarded by the Province to the order of the person in whose name this Global Debenture is registered (the “registered owner” of this Global Debenture) at the office of Citibank, N.A. in the Borough of Manhattan, The City of New York, State of New York, United States of America. Any such interest will be paid to the registered owner at the close of business on the 31st day of December or the 30th day of June (each such date being a “Regular Record Date”), as the case may be, next preceding the relevant Interest Payment Date. The registered owner hereof or his legal personal representatives will be regarded as exclusively entitled to the principal moneys hereby secured.

     The Debentures of this issue (the “Debentures”) are issued in the form of one or more Global Debentures and rank pari passu with all other debentures, bonds and

notes constituting general obligations of the Province without any preference granted by the Province one above the other by reason of priority of date of issue, currency of payment or otherwise.

     This Global Debenture is not subject to redemption prior to maturity at the option of the registered owner hereof or the Province.

     The principal of this Global Debenture and the interest thereon are free from all or any taxes, duties, charges or impositions now or hereafter imposed by the Government of Manitoba or by any taxing authority in Manitoba under the jurisdiction of the Legislature of the Province, so long as the registered owner of this Global Debenture is not a resident of or domiciled within the Province of Manitoba.

     The principal of and interest on the Debentures shall be paid to any registered owner, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If the Province shall be required to withhold any taxes or duties from any payments due under the Debentures, the Province shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment of the principal of and interest on the Debentures to any such registered owner will be not less than the amount provided for in the Debentures. The Province shall not, however, have any obligation to pay such Additional Amounts on account of any such taxes or duties to which any registered owner is subject otherwise than by reason of his ownership of Debentures or the receipt of income therefrom or which become payable as a result of any Debenture being presented for payment on a date more than thirty days after the date on which the same becomes due and payable, or the date on which payment thereof is duly provided for, whichever is later.

     In the event that (a) the Province shall default in the payment of any principal of, or interest on, any indebtedness for borrowed money as and when the same shall be due and payable, and such default shall continue for a period of fifteen (15) days, or (b) default shall be made in the due performance or observance by the Province of any covenant or agreement contained in the Debentures or in the Order of the Lieutenant Governor in Council of the Province pursuant to which the Debentures were issued, and such default shall continue for a period of sixty (60) days (each such event being an “Event of Default”), then at any time thereafter and during the continuance of such default the registered owner of any Debentures (or its proxy) may deliver or cause to be delivered to the Minister of Finance of the Province at her office in the City of Winnipeg, Province of Manitoba, Canada, a written notice that such owner elects to declare all or a portion of the principal amount of the Debentures held by him (the serial number or numbers of the Global Debentures which represent such Debentures and the principal amount of the Debentures owned by him and the subject of such declaration being set forth in such notice) to be due and payable, and on the thirtieth (30th) day after such

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notice shall be so delivered to the Minister of Finance, the principal amount of the Debentures referred to in such notice plus accrued interest thereon shall become due and payable at the place for payment herein specified, unless prior to that time all such defaults theretofore existing shall have been cured.

     The Province will cause to be kept at the office of Citibank, N.A. in the Borough of Manhattan, The City of New York, State of New York, United States of America, a register or registers in which shall be entered the names and addresses of the owners of Debentures of this issue and particulars of the Debentures held by them, respectively, and in which transfers of Debentures may be registered.

     This Global Debenture is registered in the name of a nominee of the Depositary. This Global Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for certificated Debentures in definitive form, this Global Debenture may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

     The Debentures represented by this Global Debenture are exchangeable for certificated Debentures in definitive form of like tenor as such Debentures in denominations of U.S.$1,000 and integral multiples thereof only if (i) the Depositary notifies the Province that it is unwilling or unable to continue as Depositary for this Global Debenture or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Province in its discretion at any time determines not to have all of the Debentures represented by the Global Debenture or (iii) an Event of Default has occurred and is continuing. Any Debenture that is exchangeable pursuant to the preceding sentence is exchangeable for certificated Debentures issuable in authorized denominations and registered in such names as the Depositary shall direct. Certificated Debentures in definitive form may be presented at the office of Citibank, N.A. in The City of New York for registration of transfer (accompanied by a written instrument of transfer in form approved by the Province executed by the registered owner thereof or by his duly authorized attorney or legal representative) or for exchange for other fully registered Debentures of this issue for an equal aggregate principal amount in any authorized denomination or denominations and bearing all unmatured interest obligations, and principal thereof and interest thereon will be payable at such office of Citibank, N.A., as paying agent, provided that interest thereon may be paid by check mailed to the registered holders of the Debentures. Subject to the foregoing, this Global Debenture is not exchangeable, except for a Global Debenture or Global Debentures of this issue of the same principal amount to be registered in the name of the Depositary or its nominee.

     Neither the Province nor any Registrar of the Debentures of this issue shall be bound to see to the execution of any trust affecting the ownership of any Debenture or be affected by notice of any equity that may be subsisting in respect thereof.

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     The Province shall not be required to make any exchanges, registrations or transfers of Debentures of this issue within fifteen (15) days prior to an Interest Payment Date.

     The Province agrees to make transfers and exchanges of Debentures of this issue as aforesaid upon compliance by the registered owner with such reasonable regulations as may be prescribed by the Province, and without any charge by the Province therefor.

     This Global Debenture shall be governed by and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein.

     This Global Debenture is issued under the authority of an Order of the Lieutenant Governor in Council of the Province of Manitoba.

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     IN WITNESS WHEREOF, the Province has caused the seal of The Department of Finance to be printed hereon and the signature of its Minister of Finance to be affixed hereto and this Global Debenture to be duly countersigned by a person appointed for that purpose by the Lieutenant Governor in Council.

Dated: May 26, 2010

PROVINCE OF MANITOBA
By:	/s/ Rosann Wowchuk
	Minister of Finance

Countersigned by

CITIBANK, N.A.
By:	/s/ Wafaa Orfy
	Authorized Signatory

EX-5.1

Exhibit 5.1

Civil Legal Services SOA	In reply, please refer to:
Room 730 Woodsworth Building	C. Lynn Romeo
405 Broadway	Director
Winnipeg MB R3C 3L6
	Phone:   (204) 945-2845
	Fax:       (204) 948-2041
	File No: FI03A0 (226)

May 26, 2010

Banc of America Securities LLC
CIBC World Markets Corp.
RBC Capital Markets Corporation
As Representatives of the several Underwriters
c/o RBC Capital Markets Corporation
Three World Financial Center
200 Vesey Street – 8^th Floor
New York, New York 10281

Dear Sir/Madam:

With reference to the requirements of paragraph (b) of Section 6 of the Underwriting Agreement dated May 19, 2010 (the “Underwriting Agreement”), between the Province of Manitoba (the “Province”) and Banc of America Securities LLC, CIBC World Markets Corp., and RBC Capital Markets Corporation, as Representatives (the “Representatives”) of the several Underwriters (the “Underwriters”) named in Schedule II thereto, providing for the sale of U.S. $600,000,000 aggregate principal amount of 2.625% Global Debentures Series FQ due July 15, 2015, of the Province (the “Debentures”) to the Underwriters, severally, I have examined the following:

(a)	The Financial Administration Act, being the legislative authority under which the issue of the Debentures is authorized;
(b)	A copy of the Order of the Lieutenant Governor in Council of the Province with respect to the financing, No. 22/2010, approved on the 26th day of January, 2010;
(c)	A copy of the Registration Statement (File No. 333-141684) including any documents incorporated therein by reference (collectively, the “Registration Statement”), and all amendments thereto filed by the Province with the Securities and Exchange Commission of the United States of America, as well as the Prospectus, dated April 2, 2007, the Preliminary Prospectus Supplement, dated May 19, 2010 (the “Preliminary Prospectus Supplement”), the Final Term Sheet, dated May 19, 2010 (the “Final Term Sheet”) (such Preliminary Prospectus Supplement and Final Term Sheet, taken together with the Basic Prospectus,

	being referred to herein as the “Pricing Disclosure Package”), and the Prospectus Supplement dated May 20, 2010 (the “Prospectus Supplement”) constituting a part of such Registration Statement and filed pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933, as amended;
(d)	A copy of the Underwriting Agreement;
(e)	A copy of the Fiscal Agency Agreement;
(f)	The specimen forms of the Global Debentures; and
(g)	Such other statutes, documents, records, certificates and proceedings as I have considered necessary for the purposes of this opinion.

Based on the foregoing, in my opinion:

1.	The Debentures have been duly authorized, executed, issued and delivered in accordance with the laws of the Province of Manitoba, the Order of the Lieutenant Governor in Council of the Province applicable thereto and any laws of Canada applicable thereto and constitute valid and legally binding, direct and unconditional general obligations of the Province in accordance with their terms;
2.	The Debentures rank pari passu with all other debentures, bonds and notes constituting general obligations of the Province outstanding on May 26, 2010;
3.	All necessary action has been duly taken by or on behalf of the Province, and all necessary authorizations and approvals under the laws of the Province of Manitoba have been duly obtained, and no such authorizations or approvals under the laws of Canada are necessary, for the authorization, execution and delivery by the Province of the Underwriting Agreement, the Fiscal Agency Agreement and the Debentures and for the issuance, sale and delivery of the Debentures under the Underwriting Agreement and the Fiscal Agency Agreement;
4.	The Underwriting Agreement and the Fiscal Agency Agreement have been duly authorized, executed and delivered by the Province in accordance with the laws of the Province of Manitoba and the Order of the Lieutenant Governor in Council of the Province applicable thereto, and there are no laws of Canada applicable thereto;
5.	There are no withholding or other income taxes or capital gains taxes payable under the laws of Canada or of the Province of Manitoba in respect of the Debentures, or the premium thereon, if any, or the interest thereon by an owner who is not, and is not deemed to be, a resident of Canada and who does not use

2

	or hold, and who is not deemed to use or hold, the Debentures in carrying on business in Canada, and no estate taxes or succession duties are presently imposed by Canada or the Province of Manitoba;
6.	I have no reason to believe that the Registration Statement, the Pricing Disclosure Package, or the Prospectus Supplement or any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; my opinion with respect to Canadian taxes under the caption “Description of Securities” in the Prospectus is accurately described therein; the descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and I do not know of any legal or governmental proceedings required to be described in the Registration Statement, the Pricing Disclosure Package or Prospectus Supplement which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement, the Pricing Disclosure Package or Prospectus Supplement, or filed as exhibits to the Registration Statement, which are not described and filed as required;
7.	The execution and delivery by the Province of the Underwriting Agreement and the Fiscal Agency Agreement, the creation, offering, issue and sale of the Debentures and the performance by the Province of its obligations under the Underwriting Agreement and the Fiscal Agency Agreement will not violate, conflict with or result in a breach of any indenture, agreement or other instrument to which the Province is a party or by which the Province is bound; and
8.	No litigation or proceedings of any nature are now pending or threatened attacking or in any way attempting to restrain or enjoin the issue and delivery of the Debentures or in any manner questioning the authority and proceedings under which the Debentures are issued, or affecting the validity thereof, or contesting the title or official capacity of the Honourable Rosann Wowchuk, Minister of Finance of the Province, who is authorized by Order of the Lieutenant Governor in Council No. 22/2010 to sign the Debentures, or the authority of any of the persons authorized to countersign the Debentures under the designation “Authorized Signing Officer”, and no authority or proceedings for the issuance of the said Debentures have been modified, repealed, revoked or rescinded in whole or in part.

In rendering the foregoing opinion, I have relied, with your approval, upon the opinion of Sullivan & Cromwell LLP as to matters of United States law and procedure and I do not express any opinion as to the financial or statistical data contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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Also in rendering the foregoing opinion, I have assumed that the Debentures being delivered today are in the form of the Global Debentures examined by me and bear the seal of the Department of Finance of the Province, the signature of the Honourable Rosann Wowchuk, the Minister of Finance of the Province, and the countersignature of a person authorized by Order of the Lieutenant Governor in Council of the Province No. 22/2010, which facts I have not verified by inspection.

Yours very truly,

/s/ C. Lynn Romeo

C. Lynn Romeo
Director, Civil Legal Services
Department of Justice
Province of Manitoba

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No. 22/2010 ORDER IN COUNCIL Order

1. The Minister of Finance and each of the Designated Officers listed in paragraph 3 are authorized to raise money by way of loan on the credit of the Government of Manitoba for the purposes set out in section 53 of The Financial Administration Act, up to the maximum amount of $2,000,000,000.00 (Canadian).

2. The total amount of money that may be raised by way of loan on the credit of the Government of Manitoba under this Order shall be the sum of the principal amounts payable on the settlement dates of the loans raised and the maturity dates of the provincial securities issued.

When money is raised by way of loan in a currency other than Canadian dollars, these amounts shall be determined by applying section 52 of The Financial Administration Act.

3. The following persons are “Designated Officers” for the purpose of raising money by way of loan on the credit of the Government of Manitoba under this Order:

(a) the Deputy Minister of Finance;

(b) the Senior Assistant Deputy Minister of Finance;

(c) the Assistant Deputy Minister of Finance — Treasury Division;

(d) the Director of Capital Markets for the Department of Finance;

(e) the Assistant Director of Capital Markets for the Department of Finance; and

(f) the Assistant Director of Capital Markets Administration for the Department of Finance.

4. Provincial securities issued under the authority of this Order shall be signed by the Minister of Finance and countersigned by one of the following persons:

(a) a Designated Officer listed in paragraph 3; or

(b) a person authorized to act on behalf of the fiscal, issuing or paying agent appointed under a fiscal, issuing or paying agent agreement entered into by a Designated Officer for provincial securities issued under the authority of this Order.

A person who countersigns a provincial security shall be described on it as an “Authorized Signing Officer”.

Finance Initiating Department/Agency Authorized Officer Approved by: Finance Approved as to form: Mary M. McGunigal Name Civil Legal Services Initials Bilingual: Yes No Recommended: Minister of Finance Approved by Executive Council: Presiding Member Ordered Lieutenant Governor January 26, 2010 Date

5. Money raised by loan under the authority of this Order, and the interest and any premium on it, is a direct and unconditional obligation of the Government of Manitoba. This obligation is a charge on, and is payable out of, the Consolidated Fund and ranks equally with all other loans constituting general obligations of the Government of Manitoba. The Government of Manitoba shall not prefer one obligation above another for any reason, including priority of date of issue or currency of payment.

6. If the Government of Manitoba secures any present or future loan by a lien, pledge or other charge upon any of its present or future assets or revenues, a loan under the authority of this Order shall share in and be secured by the lien, pledge or other charge equally and rateably with the other loans. The Order or other instrument creating the lien, pledge or other charge shall expressly provide for this.

7. The Minister of Finance and each of the Designated Officers have the authority to do all acts and things permitted under The Financial Administration Act with respect to raising money by way of loan on the credit of the Government of Manitoba under this Order.

8. In addition to the authority granted by paragraph 7 of this Order, the Minister of Finance and each of the Designated Officers are authorized to:

(a) appoint legal counsel or agents to act on behalf of the Government of Manitoba and provide services in respect of raising money by way of loan; and

PSF 40 — 29040 June 2007 Page 1 of 3

(b) certify in writing the amount of money that may be raised by way of loan on the credit of the Government of Manitoba. A certificate signed by the Minister of Finance or a Designated Officer is conclusive evidence of the amount that may be raised and is binding on the Government of Manitoba in respect of each loan made under the authority of this Order.

Authority

The Financial Administration Act, C.C.S.M. c. F55, states:

Authorization of debt

49(1) No money shall be raised on the credit of the government except under the authority of this or another Act of the Legislature.

Raising money to refinance debt or for temporary purposes 49(2) The government may raise money on its credit

(a) for the purposes stated in clauses 53(c) and (d); or

(b) for temporary purposes.

Authority to raise money

50(1) When this or any other Act of the Legislature confers on the government the power to raise money on the credit of the government, the Lieutenant Governor in Council may by Order authorize the Minister of Finance or may designate and authorize an officer of the Department of Finance to raise money to a specified maximum amount on the credit of the government.

Manner of raising money 50(2) An Order of the Lieutenant Governor in Council under subsection (1) authorizes the Minister of Finance or designated officer to raise money by way of loan in any of the following ways:

(a) by the issue and sale of provincial securities;

(b) from a bank, trust company, credit union or other financial institution;

(c) in any other manner.

Powers re raising money

50(3) When the Minister of Finance or designated officer raises money by the issue and sale of provincial securities, he or she may determine

(a) the principal amount of the provincial securities to be issued;

(b) the rate of interest payable and the rate of any premium or discount applicable on the provincial securities;

(c) the currency in which the principal amount of the provincial securities and any interest or premium are payable;

(d) the sale price of the provincial securities;

(e) the form, denomination and dates of issue and maturity of the provincial securities; and

(f) any other terms and conditions of the provincial securities.

Raising money in foreign currency

52 When the Minister of Finance or designated officer raises money by way of loan in a currency other than Canadian dollars,

(a) the balance remaining of the authority to raise money granted by an Order of the Lieutenant Governor in Council under subsection 50(1) shall be calculated by converting the amount of that currency into Canadian dollars using the Bank of Canada Canadian dollar noon spot exchange rate on the third business day immediately preceding the day on which the Minister of Finance or designated officer finalizes the terms and conditions applying to the loan (referred to in this subsection as the “valuation date”);

(b) the amount of authority under this or any other Act of the Legislature to raise money shall be abated by

(i) if the amount of the loan raised in the currency is converted to Canadian dollars, the amount of the Canadian dollars, and

PSF 40 — 29040 June 2007 Page 2 of 3

No. 22/2010

(ii) if the amount of the loan raised in the currency is not converted to Canadian dollars, the amount that is obtained when the amount of the loan in the currency is converted at the Bank of Canada Canadian dollar noon spot exchange rate for that currency on the settlement date for the loan; and

(c) if, as a result of the fluctuation in value of the currency from the valuation date to the date of conversion or settlement as set out in subclause (b)(ii), the amount abated under clause (b) together with the amount of any other money raised under any Act of the Legislature exceeds the aggregate of the amounts authorized under this and any other Act of the Legislature, the excess shall be applied in repayment of any debt of the government and shall be reported in the public accounts.

Purposes of money raised under section 50

53 Money raised under section 50 shall be raised for one or more of the following purposes:

(a) funding the Consolidated Fund when the Minister of Finance determines that it is insufficient to meet the disbursements lawfully authorized to be made from it;

(b) funding advances and loans authorized under this or any other Act of the Legislature;

(c) redeeming or repaying provincial securities;

(d) redeeming or repaying securities the repayment of which has been guaranteed by the government.

Execution of provincial securities

54(1) Subject to subsection (2), provincial securities shall be

(a) signed by the Minister of Finance; and

(b) countersigned by an officer of the Department of Finance or another person designated by the Lieutenant Governor in Council for the purpose of this section.

Reproduced signature

55 The signature of a person required to execute provincial securities that is engraved, lithographed, printed or electronically or otherwise reproduced is for ail purposes the signature of that person and is binding on the government notwithstanding that the person whose signature is reproduced may not have held office at the date of the provincial securities or at the date they are delivered.

PSF 40 — 29040 June 2007 Page 3 of 3

I hereby certify that the within instrument is a true and correct copy of Order in Council No. 22/2010.

Given under my hand and seal of Office at the City of Winnipeg in Manitoba, this 19th day of May A.D. 2010.

Clerk of the Executive Council

EX-99.1

Exhibit 99.1

LIST OF NAMES OF THE UNDERWRITERS OF THE PROVINCE’S 2.625%
GLOBAL DEBENTURES
SERIES FQ DUE JULY 15, 2015

Banc of America Securities LLC

CIBC World Markets Corp.

RBC Capital Markets Corporation

The Toronto-Dominion Bank

National Bank Financial Inc.

HSBC Securities (USA) Inc.

Scotia Capital (USA) Inc.

Bank of Montreal, London Branch

Casgrain & Company (USA) Limited

EX-99.2

Exhibit 99.2

     The following are estimated amounts, itemized in reasonable detail, of expenses incurred or borne by or for the account of the Province of Manitoba in connection with the sale of the Province’s 2.625% Global Debentures Series FQ due July 15, 2010.

Filing Fee	$	50,000
Miscellaneous		100,000
Total	US$	150,000