OIC Number: 2010 - 291

Date of Order: Jul 20, 2010

Statute: Provincial Finance Act Appropriations Act

OIC Text: 2010-291

WHEREAS subsection 46(1),

Section 52, clause 52A(a), and Sections 53, 55 and 56 of

Chapter 365 of the Revised Statutes of Nova Scotia, 1989, the Provincial Finance Act, read as follows: 46

(1) Whenever, in any statute passed by the Legislature, authority is given to the Governor in Council to borrow or raise by way of loan, loan agreement or the issue of securities any sum of money, unless there is some provision to the contrary in the statute by which such authority is given, such sum may be borrowed at such times as the Governor in Council determines by the issue and sale of debentures which may be for such separate sums, may bear interest at such rate or rates and may be payable as to principal and interest at such time or times and at such place or places as the Governor in Council determines. 52

(1) Where in this Act or in any other Act whether heretofore or hereafter passed, authority is given to borrow or raise by way of loan a specific number of dollars, or to issue debentures or other securities for a specific number of dollars in principal amount, every such authority shall be deemed to authorize (

a) repealed 1994, c. 29, s. 17. (

b) the borrowing or raising by way of loan or loan agreement of an equivalent amount in the currency of any country other than Canada, or the issue of securities for an equivalent amount in the currency of any country other than Canada, as the case may be, calculated in each case in accordance with the nominal rate of exchange between the Canadian dollar and the currency concerned as quoted by the Bank of Canada at its closing on the business day next preceding the date on which the Governor in Council authorizes the raising of the loan or the issue of the securities.

(2) The Governor in Council may cause all such declarations to be made or may authorize some person to make all such declarations and may do or authorize some person to do all such acts, matters and things as are deemed necessary to comply with the provisions of any law of, or in force in, any province of Canada, the United States of America, or any state thereof, the United Kingdom or any other country relating to the issue, registration, transfer or sale of any debentures or other securities.

(3) The Governor in Council may appoint one or more resident agents in the United States of America or in the United Kingdom or in any other country, and may grant to any such agent or agents such powers, rights and authorities as may be required or useful in connection with the issue, registration, transfer or sale of any debentures or other securities. 52A Until the amount of the public debt of the Province represented by securities or obligations in currencies other than Canada is twenty per cent or less of the total public debt of the Province, (

a) no financial transaction or series of financial transactions directly affecting the public debt of the Province shall be completed that increases the percentage of the public debt of the Province represented by securities or obligations in currencies other than Canada; 53 Securities issued under the authority of this Act may be made payable in the currency or currencies of any country or countries. 55 The Governor in Council may provide for the form of and the manner of executing securities, and that any signature upon securities and the coupons attached thereto or upon either of them may be printed, engraved, lithographed or otherwise reproduced. 56 The Governor in Council may designate one or more persons to perform such services in respect of the registration of securities as he prescribes.

AND

WHEREAS

Section 4 of

Chapter 1 of the Acts of 2009, the Appropriations Act, 2009, reads as follows: 4 The Governor in Council is authorized, for purposes of Sections 46 and 52 of the Provincial Finance Act, and the Minister of Finance is authorized, for purposes of borrowing for a term of greater than one calendar year pursuant to Sections 47 and 52 of that Act, to borrow or raise by way of loan on the credit of the Province, either before or after the expiration of the said fiscal year, and in addition to borrowings authorized by other enactments, the sum of $2,000,000,000 for the public service. AND

WHEREAS

Section 4 of

Chapter 1 of the Acts of 2010, the Appropriations Act, 2010, reads as follows: 4 The Governor in Council is authorized, for purposes of Sections 46 and 52 of the Provincial Finance Act, and the Minister of Finance is authorized, for purposes of borrowing for a term of greater than one calendar year pursuant to Sections 47 and 52 of that Act, to borrow or raise by way of loan on the credit of the Province, either before or after the expiration of the said fiscal year, and in addition to borrowings authorized by other enactments, the sum of $2,500,000,000 for the public service. AND

WHEREAS the Governor in Council has not heretofore exceeded the authority to borrow as set forth in

Section 4 of the Appropriations Act, 2009 and there are no contrary statutory provisions as contemplated by subsection 46(1) of the Provincial Finance Act; AND

WHEREAS with this borrowing the Governor in Council will exhaust the authority to borrow as set forth in

Section 4 of the Appropriations Act, 2009; AND

WHEREAS the Governor in Council has not heretofore exceeded the authority to borrow as set forth in

Section 4 of the Appropriations Act, 2010 and there are no contrary statutory provisions as contemplated by subsection 46(1) of the Provincial Finance Act; AND

WHEREAS with this borrowing the Governor in Council will exhaust a portion of the authority to borrow as set forth in

Section 4 of the Appropriations Act, 2010, leaving an outstanding authority to borrow the sum of $2,342,457,000 under the Appropriations Act, 2010; AND

WHEREAS the Governor in Council deems it necessary to borrow on the credit of the Province of Nova Scotia (the "Province") pursuant to

Section 4 of the Appropriations Act, 2009 and

Section 4 of the Appropriations Act, 2010 a sum of US $750,000,000 (CDN $771,750,000) by the issue and sale of debentures of the Province in the principal amount of $750,000,000, in lawful money of the United States of America;

NOW THEREFORE the Lieutenant Governor, by and with the advice of the Executive Council, in and by virtue of subsection 46(1),

Section 52, clause 52A(a), and Sections 53, 55 and 56 of

Chapter 365 of the Revised Statutes of Nova Scotia, 1989, the Provincial Finance Act,

Section 4 of

Chapter 1 of the Acts of 2009, the Appropriations Act, 2009,

Section 4 of

Chapter 1 of the Acts of 2010, the Appropriations Act, 2010, and of every other power and authority in her vested in this behalf, is pleased to order: 1. That for the public service, the sum of $750,000,000 in lawful money of the United States of America be raised on the credit of the Province by the issue and sale of debentures of the Province in the aggregate principal amount of US $750,000,000 (the "Debentures") and that the sum of US $750,000,000 (CDN $771,750,000) be charged to the said borrowing authorities; 2.

That the fully registered Debentures shall be dated July 21, 2010, on original issue and consist of US $750,000,000 aggregate principal amount, bear interest at the rate of two and three hundred and seventy-five one-thousandths (2.375%) per centum per annum from July 21, 2010 and mature on July 21, 2015; 3. That the aforementioned interest be payable semi-annually in arrears on January 21 and July 21 in each year until maturity, the first interest payment date being January 21, 2011, all in accordance with the terms and conditions of the Debentures; 4.

That the principal and interest secured by such Debentures be payable in lawful money of the United States of America and the said principal and interest be a charge upon the revenue, money, and funds of and be a direct and unconditional charge of the Province; 5.

That the Debentures in the aggregate principal amount of US $750,000,000 be issued in fully registered form in denominations of US $5,000 and integral multiples of US $1,000 thereof, and that the Debentures may be evidenced by definitive notes or global note registered in the name of the Depository Trust Company in the City of New York, New York, in the United States of America ("DTC") or its nominee, and that beneficial interests in the global note be represented through book entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of DTC (hereinafter, the Debentures, definitive notes and the global note shall be individually or collectively referred to as the "Debentures"); 6.

That the Debentures be numbered D4-R000001 and upwards; 7. That all of the Debentures be executed on behalf of the Province by the Minister of Finance or for him by the Associate Deputy Minister of Finance, the Director of Liability Management, Director of Capital Markets Administration, or the Controller in the Department of Finance (the "Authorized Provincial Officials"), and that the Debentures be deemed to be duly signed by the Authorized Provincial Officials when bearing any one of their original signatures, or when bearing any one of their engraved, lithographed or other facsimile signatures; 8.

That the Province will reserve the right to issue additional Debentures of the same maturity and interest rate which would become interchangeable with the Debentures subsequent to the first payment of interest on such additional Debentures and may consolidate the Global Certificate under Series D4, subject to the approval of the Governor in Council of such issue of additional Debentures; 9.

That the Debentures of this issue be substantially in the following form or to like effect: Form of Global Bond U.S.$750,000,000 PROVINCE OF NOVA SCOTIA (CANADA) 2.375% BONDS DUE JULY 21, 2015 ___________________________ ISSUE OF 2.375% BONDS DUE JULY 21, 2015 ISSUED PURSUANT TO THE PROVINCIAL FINANCE ACT, R.S.N.S., 1989, C. 365, THE APPROPRIATIONS ACT, 2009, S.N.S., 2009, C.1, AND THE APPROPRIATIONS ACT, 2010, S.N.S., 2010, C.1, AND BY AND IN ACCORDANCE WITH AN ORDER OF THE GOVERNOR IN COUNCIL OF THE PROVINCE OF NOVA SCOTIA.

REGISTERED NO. _____ CUSIP: 669827FX09 Unless this certificate is presented by an authorized representative of The Depository Trust Company, 55 Water Street, New York, New York ("DTC"), to the Province (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or 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.

The Province of Nova Scotia (the "Province"), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of $750,000,000 (the "Principal Amount") in the lawful money of the United States of America on July 21, 2015 (the "Maturity Date") or on such earlier date as the Principal Amount may become payable hereunder (the "Redemption Date"), upon presentation and surrender of this Global Bond, and to pay interest thereon at the rate of 2.375% per annum from and including July 21, 2010 together with Additional Amounts (as defined herein), if any, until the Principal Amount is paid, in semi-annual installments in arrears on January 21 and July 21 in each year commencing on January 21, 2011 (each such date an "Interest Payment Date") until and including the Maturity Date, all in accordance with the terms of this Global Bond.

This Global Bond is one of the fully registered global bonds (the "Global Bonds") which together initially represent the duly authorized issue of debt securities of the Province designated as its 2.375% Bonds due July 21, 2015 (the "Bonds"), which issue is initially limited in aggregate principal amount to U.S.$750,000,000.

The Bonds and all the rights of the registered holders thereof are expressly subject to a fiscal agency agreement dated as of July 21, 2010 (the "Fiscal Agency Agreement," which term includes any agreement supplemental thereto) between the Province and The Bank of New York Mellon, as fiscal agent, registrar, transfer agent and principal paying agent (the "Fiscal Agent," which term includes any successor as fiscal agent, registrar, transfer agent and principal paying agent appointed in accordance with the Fiscal Agency Agreement), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, duties and immunities of the Province, the Fiscal Agent and registered holders of the Bonds and the terms upon which the Bonds are, and are to be, authenticated, registered and delivered.

The Bonds and the Fiscal Agency Agreement together constitute a contract, all the terms and conditions of which the registered holders by acceptance hereof assent to and are deemed to have notice of. Capitalized terms not defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement. The Bonds are issued under the authority of the Provincial Finance Act, R.S.N.S., 1989, c. 365, and the Appropriations Act, 2009, S.N.S., 2009, C.1, and the Appropriations Act, 2010, S.N.S. 2010, C.1, and by and in accordance with an order of the Governor in Council of the Province of Nova Scotia.

The Bonds shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, but are authorized under the laws of Nova Scotia. The Bonds are direct, unconditional, unsecured and unsubordinated general obligations of the Province. The Bonds rank equally with themselves and with all other unsecured and unsubordinated indebtedness and obligations of the Province from time to time outstanding. Payments of principal of and interest on the Bonds will be a charge upon the revenue, money and funds of the Province.

Interest on the Bonds will accrue from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid or duly provided for, from and including July 21, 2010, until the principal thereof has been paid or duly made available for payment.

Any overdue principal or interest on the Bonds shall bear interest at the rate of 2.375% per annum (both before and, subject to applicable law, after judgment) until paid, or if earlier, when the full amount of the monies payable has been received by the Fiscal Agent and notice to that effect has been given in accordance with the provisions set forth herein.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the persons in whose names the Bonds are registered at the close of business on January 6 or July 6 (each a "Record Date") immediately preceding such Interest Payment Date. If the Bonds become redeemable prior to maturity in accordance with the terms and conditions of this Global Bond, any interest payable under the Bonds on a Redemption Date which is not an Interest Payment Date will be payable to the persons in whose names the Bonds are registered on the Redemption Date.

Interest payments on the Bonds will include interest accrued to but excluding the dates on which such interest payments are due. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Maturity Date, the Redemption Date or any other Interest Payment Date falls on a day which is not a Business Day, the registered holders of the Bonds shall not be entitled to payment until the next following Business Day, and no additional interest shall accrue as a result of any such delay in payment.

If a Record Date falls on a day which is not a Business Day, then that Record Date shall be deemed to be the immediately preceding Business Day. For the purpose of this paragraph, "Business Day" means a day other than a Saturday or Sunday on which banking institutions in New York, New York, are not authorized or obligated by law or regulation to close. The principal of the Bonds is payable to the registered holders thereof against surrender of the Bonds at the Fiscal Agent's Office (as defined below) on the Maturity Date or the Redemption Date.

Payment of the principal of and interest on the Bonds will be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Payments of principal of and interest on the Bonds will be made by the Province in immediately available funds and, in the case of payments under the Global Bonds, will be made directly to Cede & Co., as nominee of DTC, for payment to DTC participants in accordance with customary procedures established from time to time by DTC.

If the Bonds are issued in definitive form, payment of interest will be made by check mailed to the address of the registered holder of the Bond, and payment of principal will be made against surrender of the Bonds at the Fiscal Agent's Office or any applicable Paying Agent.

All payments of principal of and interest on the Bonds will be made by the Province without deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of Canada, or any province, political subdivision or taxing authority therein or thereof, unless such withholding or deduction is required by applicable law.

In such an event, the Province (subject to its right of redemption described herein) shall pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received by the Bond holders after such withholding or deduction shall equal the respective amounts of principal and interest which would have been received in respect of the Bonds, in the absence of the withholding or deduction. The Province shall not, however, be obliged to pay such Additional Amounts on account of any such taxes or duties: (

a) to, or to a third party on behalf of, a beneficial owner of a Bond who is subject otherwise to such taxes by reason of his having some connection with Canada other than the mere holding of the Bonds, or (

b) which become payable as a result of any Bond being presented for payment on a date more than 30 days after the Relevant Date except to the extent that the registered holder would have been entitled to such Additional Amounts on presenting the same for payment on such 30th day, or (

c) to an individual pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN (European Union's Economic and Finance Ministers) Council meeting of 26-27 November 2000, the proposal presented by the Commission of the European Communities on July 18, 2001 for a Council Directive to ensure effective taxation of savings income in the form of interest payments within the European Union, or any law implementing or complying with, or introduced in order to conform to, such Directive or proposal.

For this purpose the "Relevant Date" means: 1. the date on which the payment in respect of the Bonds first becomes due; or 2. if the full amount of the monies payable shall not have been duly provided to the Fiscal Agent on or prior to such due date, the date on which such monies shall have been so provided. References in this Global Bond to principal and interest shall include such Additional Amounts. The principal amount of the Bonds is due and payable on the Maturity Date.

The Bonds are not redeemable prior to maturity unless certain events occur involving Canadian taxation as provided below and are not repayable at the option of registered holders prior to maturity. The Bonds will become void unless presented for payment within a period of the lesser of ten years (in the case of principal), and five years (in the case of interest) or the period prescribed by law, from the Relevant Date for payment.

The Bonds may be redeemed at the option of the Province in whole, but not in part, at any time, on giving not less than 30 days' and not more than 60 days' notice to registered holders of Bonds in accordance with the Fiscal Agency Agreement (which notice shall be irrevocable), at 100% of the principal amount thereof, together with interest accrued thereon to the Redemption Date, if (

a) the Province has or will become obliged to pay Additional Amounts as provided above, as a result of any change in, or amendment to, the laws or regulations of Canada, or any province having power to tax, or any change in the application or official

interpretation of such laws or regulations, which change or amendment becomes effective on or after July 13, 2010, and (

b) such obligation cannot be avoided by the Province taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Province would be obliged to pay such Additional Amounts were a payment in respect of the Bonds then due.

Prior to the issuance of any notice of redemption pursuant to this paragraph, the Province shall deliver to the Fiscal Agent a certificate signed by two officers of the Province stating that the Province is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Province so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Province has or will become obliged to pay the Additional Amounts as a result of such change or amendment. If (

a) there is a nonpayment of the principal of or interest on any of the Bonds and such nonpayment continues for a period of more than 30 days or (

b) there is failure in the performance of any other material covenant of the Province contained in the Bonds which continues for more than 45 days after written notice requiring such failure to be remedied is given to the Province by a registered holder of Bonds, then the registered holder giving such notice may give a further written notice to the Province demanding that the principal amount of all or any of the Bonds held by such registered holder become immediately repayable, together with accrued interest to the date of payment, and upon the giving of such further notice, such Bonds shall become immediately due and payable.

Any such notice or further notice from a registered holder of Bonds to the Province shall be given to the Province by delivering such notice or further notice to the Fiscal Agent. The Province may, if not in default under the Bonds, at any time purchase Bonds 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 Bonds so purchased in the circumstances described in the Fiscal Agency Agreement.

The Fiscal Agent has been appointed as the registrar for the Bonds, and as such will maintain at its office in the Borough of Manhattan, in The City and State of New York or at such other office reasonably satisfactory to the Province (the "Fiscal Agent's Office") a register (the "Register") for the initial registration, and registration of transfers and exchanges, of Bonds.

Subject to the limitations, terms and conditions set forth herein and in the Fiscal Agency Agreement, a Bond may be transferred at the Fiscal Agent's Office by surrendering the Bond to the Fiscal Agent for cancellation, and thereupon the Fiscal Agent shall issue and register in the name of the transferee, in exchange therefor, a new Bond having identical terms and conditions and having a like aggregate principal amount in authorized denominations. Upon the occurrence of certain events specified in

Section 5 of the Fiscal Agency Agreement, the Global Bonds are exchangeable at the Fiscal Agent's Office for Bonds in definitive registered form without coupons, in authorized denominations of U.S.$5,000 and integral multiples of $1,000 in excess thereof, in an equal aggregate principal amount and having identical terms and conditions as this Global Bond (except insofar as they relate specifically to the Global Bonds).

On or after such exchange, the Fiscal Agent shall make all payments to be made in respect of such Bonds in definitive registered form to the registered holders thereof regardless of whether such exchange occurred after the Record Date for such payment. If a Bond is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Fiscal Agent and executed by the registered holder in person or by the registered holder's attorney duly authorized in writing.

No service charge will be imposed for any such transfer or exchange, but the Province may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Fiscal Agent shall not be required to register any transfer or exchange of any Bond during the period from any Record Date to the corresponding Interest Payment Date.

Neither the Province nor the Fiscal Agent shall be required to make any exchange of Bonds if, as a result thereof, the Province may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of exchange. No provision of the Bonds or of the Fiscal Agency Agreement shall alter or impair the obligation of the Province, which is absolute and unconditional, to pay the principal of and interest on the Bonds at the time, place, and rate, and in the coin or currency, herein prescribed.

The Province and the Fiscal Agent shall deem and treat the person in whose name a Bond is registered as the absolute owner of such Bond for all purposes whatsoever, whether or not such Bond is overdue, and neither the Province nor the Fiscal Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of any Bond are valid and effectual to discharge the liability of the Province or the Fiscal Agent on such Bond to the extent of the sum or sums paid.

The Fiscal Agency Agreement and the Bonds may be amended or supplemented by the Province, on the one hand, and the Fiscal Agent, on the other hand, without notice to or the consent of the registered holder of any Bond, for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provisions contained in the Fiscal Agency Agreement or the Bonds, or effecting the issue of further bonds as described below, or in any manner which the Province may deem necessary or desirable and which will not adversely affect the interests of holders of the Bonds.

In addition to the amendments or supplements to the Fiscal Agency Agreement or the Bonds permitted by the provisions in the immediately preceding paragraph, the Fiscal Agency Agreement contains provisions for registered holders of Bonds to agree with the Province to modify or amend by Extraordinary Resolution (as defined below) the Fiscal Agency Agreement and the Bonds (including the terms and conditions contained herein).

An Extraordinary Resolution duly made in accordance with the provisions of the Fiscal Agency Agreement shall be binding on all registered holders of Bonds whether present or not; provided, however, that no such modification or amendment to the Fiscal Agency Agreement or to the terms and conditions of the Bonds shall, without the consent of the registered holder of each such Bond affected thereby: (

a) change the Maturity Date of any such Bond or change any Interest Payment Date; (

b) reduce or cancel the principal amount of any such Bond or the rate of interest payable thereon; (

c) change the currency of payment of any such Bond; (

d) impair the right to institute suit for the enforcement of any payment on or with respect to such Bond; or (

e) reduce the percentage of the principal amount of Bonds necessary for the taking of any action, including modification or amendment of the Fiscal Agency Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any meeting of registered holders of Bonds.

The term "Extraordinary Resolution" is defined in the Fiscal Agency Agreement as a resolution passed at a meeting of registered holders of Bonds by the affirmative vote of the registered holders of not less than 66-2/3% of the principal amount of the then outstanding Bonds represented at the meeting in person or by proxy and voting on the resolution or as an instrument in writing signed in one or more counterparts by the registered holders of not less than 66-2/3% in principal amount of the then outstanding Bonds.

The quorum at any such meeting for passing an Extraordinary Resolution is two or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal amount of the then outstanding Bonds, or at any adjourned meeting called by the Province or the Fiscal Agent, two or more persons being or representing registered holders of Bonds whatever the principal amount of the Bonds so held or represented.

All notices to the registered holders of Bonds will be mailed or delivered to such holders at their addresses indicated in records maintained by the Fiscal Agent and, as long as rules of the Luxembourg Stock Exchange so require, notices will be published in a leading newspaper having general circulation in Luxembourg (e.g., the Luxemburger d'Wort). Any such notice shall be deemed to have been given on the date of such delivery or publication, as the case maybe, or in the case of mailing, on the second Business Day after such mailing.

Written notice will also be given to DTC, provided at the time of such notice the Bonds are represented by the Global Bonds. In addition, if the Bonds are being held in definitive form, notices will be validly given if sent by first class prepaid mail addressed to the registered holders thereof at their respective addresses appearing in the Register and if, in the case of joint holders of any Bond, more than one address appears in the Register in respect of such joint holding, such notice shall be addressed only to the first address so appearing.

Any notice so given shall be deemed to have been given on the day of it being sent by mail.

The Province may from time to time, without notice to or the consent of the registered holders of the Bonds, create and issue further bonds ranking equally and ratably with the Bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further bonds or except for the first payment of interest following the issue date of such further bonds) and so that such further bonds shall be consolidated and form a single series with the Bonds and shall have the same terms as to status or otherwise as the Bonds.

Any such further bonds shall be issued subject to an agreement supplemental to the Fiscal Agency Agreement. It is hereby certified and declared that all acts, conditions and things necessary to be done and to exist precedent to and in the issuance of this Global Bond have been properly done, fulfilled and performed and do exist in regular and due form as required by the laws of the Province of Nova Scotia and the laws of Canada applicable therein.

Unless the certificate of authentication below has been executed by the Fiscal Agent by manual signature, this Global Bond shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Province of Nova Scotia has caused the manual signature and the manual countersignature of its duly authorized signatories to be affixed to this Global Bond. DATED: Countersigned: Authorized Signatory Authorized Signatory Byron G. Rafuse Associate Deputy Minister of Finance Province of Nova Scotia Roy Spence Director of Liability Management Province of Nova Scotia FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION This Global Bond is one of the 2.375% Bonds due July 21, 2015. THE BANK OF NEW YORK MELLON as Fiscal Agent By Authorized Signatory 10.

That the Debentures when signed and delivered as herein contemplated, will be direct, unconditional and general obligations of the Province, will be unsecured and rank pari passu with all other unsecured and unsubordinated notes, bonds, debentures and all other similar securities issued by the Province, and the payment of principal of and interest on the debentures will be a charge on the revenue, money and funds of the Province; 11.

That the Authorized Provincial Officials or any one or more of them are hereby authorized to execute and deliver such agreements as are necessary to give effect to this Order, including a terms agreement (the "Terms Agreement"), an underwriting agreement (the "Underwriting Agreement"), a Prospectus Supplement, a fiscal agreement (the "Depository Agreement"), and any amendments and subsequent agreements thereto, or other like agreements (collectively "Closing Documents"), on behalf of the Province, in a form and under such terms and conditions as any one or more of them approve, and such execution and delivery shall constitute full, sufficient and final execution and delivery on behalf of the Province and such Closing Documents shall ensure to the benefit and be binding upon the Province; 12.

That the Debentures be sold to the underwriters severally in the amounts set forth opposite their names in the Terms Agreement, at a re-offer price of $995.28 per $1,000 of principal amount, less a gross spread of $1.75 per $1,000 of principal amount; 13. That, except for tax purposes, as provided in the Closing Documents, the Debentures are not redeemable prior to maturity; 14.

That DTC be and is hereby appointed depository in respect of the Debentures, to perform such duties in relation thereto, on such terms and conditions as any one or more of the Authorized Provincial Officials deems advisable, and the Authorized Provincial Officials, are hereby authorized to execute a Depository Agreement or other like agreement, if necessary, with DTC: 15.

That the Authorized Provincial Officials, or any one or more of them, be and is hereby authorized to appoint, in addition to or instead of DTC, such agents or agents to perform duties in respect of the Debentures, on such terms and conditions and pursuant to such agreement, if any, as any one or more of them may deem necessary from time to time to give effect to this Order; 16.

That the Authorized Provincial Officials, or any one or more of them, take such steps as are necessary to ensure that there shall be, so long as any of the Debentures of this issue are outstanding, an agent of the Province in the City of New York; 17. That if any Authorized Provincial Official whose signature appears on the Debentures or Closing Documents shall cease to be such official prior to or after the issuance or execution thereof, the Debentures or Closing Documents bearing such signature shall nevertheless be valid; 18.

That the terms and conditions of the Debentures pursuant to the Closing Documents, including the list of underwriters contained in the Terms Agreement, be and is hereby approved and the execution thereof is hereby ratified, such approval and ratification to be considered valid notwithstanding the fact that such documents may be dated and executed prior to the date of the Order; 19.

That the issue and sale of the Debentures of the Province to the underwriters at the aforesaid price, with accrued interest from the 21st day of July, 2010 to the dates of payment and delivery, and the carrying out of the obligations of the Province under the Underwriting Agreement and the Terms Agreement, be and is hereby authorized and approved; 20. That all acts of persons and agents undertaken on behalf of the Province in connection with the issuance of the Debentures shall be considered to be valid notwithstanding the fact that such acts were done before the date of this Order; 21.

That all matters and all documents deemed necessary to be completed or executed by the Authorized Provincial Officials or any one or more of them to give effect to this Order are hereby approved.

Department(s): Finance