IRREVOCABLE STANDBY LETTER OF CREDIT Montreal, le ________________________ No. : ________________________ A: HYDRO-QUÉBEC 75, Rene-Levesque Blvd. West, 15th floor Montreal (Quebec) H2Z 1A4 Att.: Direction principale – Analyse et gestion des risques At the request of _________________________ (hereafter the "Applicant"), for the account of (hereafter the "Client"), whose head office is located at ________________________________ we, ___________________ (Name and Address of financial institution) are establishing for your benefit our irrevocable standby letter of credit (hereafter the “Letter of Credit”) for an amount not exceeding $ __________________ CAN (___________________ Canadian dollars) (the “Guaranteed Amount”) as security for payment of any amount owed to you from time to time by the Client and as security for its performance pursuant to the terms of the __________________ executed on _________________ for the interconnection of the ________________. Funds will be made available to you under the Letter of Credit on presentation of the following documents: 1. Your written request for payment signed by a duly authorized representative indicating the amount of the drawing requested, which may not exceed the Guaranteed Amount. 2. The original or a copy of the Letter of Credit. We will honour any request for payment made in accordance with the Letter of Credit without inquiring as to your right to make such request, notwithstanding any objection by the Applicant or the Client. Partial drawings are authorized under the Letter of Credit. Any correspondence and/or request for payment must be presented at or transmitted to our address indicated above and must refer to the Letter of Credit. We will execute your request for payment no later than the business day following receipt of such written request for payment, provided it is presented no later than 3:00 p.m., Montréal time. If a request for payment is received after 3:00 p.m., Montréal time, we will execute such request no later than two (2) business days following receipt thereof. Your request for payment may be presented in person, sent by registered mail. All costs pertaining to the Letter of Credit will be borne by the Applicant or the Client. The Letter of Credit is non-transferable. The Letter of Credit will remain in force until ________, 3:00 p.m., Montreal local time. The Letter of Credit will be automatically extended from year to year from its expiry date, unless we inform you in writing with acknowledgement of receipt, at least 90 days before said expiry date that we choose not to renew the Letter of Credit. If we so notify you, the Letter of Credit will continue to be available for presentation of a request for payment up to (and including) the date of its expiry then in force. The Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, Revision 2007, published by the International Chamber of Commerce (Publication No. 600) and any matter not covered by said customs and practices will be subject to the laws in force in Québec. We acknowledge the exclusive jurisdiction of the courts of Quebec to hear any legal proceeding arising from the Letter of Credit. (Name of issuing bank) By: _____________________________ (Name) (Title)