M-35.1.2, r. 1 - Order in council respecting the publication of the Agreement concerning a new Relationship between le Gouvernement du Québec and the Crees of Québec

Schedule Disposition versions

2019-12-11

SCHEDULE

AGREEMENT CONCERNING A NEW RELATIONSHIP BETWEEN LE GOUVERNEMENT DU QUÉBEC AND THE CREES OF QUÉBEC

TABLE OF CONTENTS

Preamble .....

Chapter 1 - Definitions .....

Chapter 2 - General Provisions .....

Chapter 3 - Forestry .....

General Provisions .....

Territory of Application .....

Adaptations to and Evolution of the Forestry Regime .....

Modalities of the Adapted Forestry Regime .....

Implementation Mechanisms .....

Cree-Québec Forestry Board .....

Joint Working Groups .....

Funding ......

Effect of the Adapted Forestry Regime .....

Access to Forest Resources .....

Employment and Contracts .....

Muskuchii Territory .....

Firewood .....

Agreements with Forestry Enterprises .....

Conflict and Incompatibility .....

Schedule .....

Chapter 4 - Hydroelectricity .....

General Principles .....

Remedial Works, Employment and Contracts .....

EM 1 Project .....

Eastmain 1-A/Rupert Project .....

Fulfilment of Certain Past Undertakings of Hydro-Québec .....

Connection of Waskaganish and Whapmagoostui to Hydro-Québec .....

Network .....

Chapter 5 - Mining .....

General Principles .....

Remedial Works, Employment and Contracts .....

Mineral Exploration .....

Chapter 6 - Economic and Community Development .....

Assumption by the Crees of Certain James Bayand Northern .....

Québec Agreement Commitments .....

Repeal of Sub-section 8.7 of the James Bayand Northern .....

Québec Agreement .....

Access Roads .....

Memorandum of Understanding of 1995and Implementation Agreement of 1998 .....

Discharge .....

Chapter 7 - Financial Provisions .....

General Provisions .....

Funding Amounts and Indexation Formula .....

Estimates, Revisions and Adjustments .....

Audit .....

Quarterly Instalments .....

Taxation and Seizure Exemptions .....

Recipient of Funding .....

Annual Reports .....

Capital Payments .....

Chapter 8 - Cree Development Corporation .....

Creation of Cree Development Corporation .....

Board of Directors .....

Objects and Powers .....

Funding .....

Head Office .....

Dissolution of the James Bay Native Development .....

Corporation .....

Chapter 9 - Legal Proceedings .....

Chapter 10 - Other Provisions .....

Block D .....

Modifications to the Cree Trappers’ Association andthe Cree Outfitting and Tourism Association .....

Agreements .....

Land Transfer Between Mistissini and Oujé-Bougoumou .....

Provincial share of Operating Costs of Environmental Committees .....

Funding of Local Cree Beneficiary Registration .....

Services and Local Environmental Services .....

Société de développement de la Baie James .....

Policing services .....

Conservation officers .....

Chapter 11 - Standing Liaison Committee .....

Chapter 12 - Settlement of Disputes .....

Introduction .....

Definition .....

Parties to the Dispute .....

Procedure to Be Followed with Respect to .....

Resolution of .....

Disputes .....

Chapter 13 - Final Provisions .....

Schedule A - Text of Complementary Agreements No. 13 and 14 to the James Bay and Northern Québec Agreement .....

Schedule B - Non-Exhaustive List of Amended Legislation .....

Schedule C - Forestry .....

Schedule D - Terms of Settlement of Chisasibi “Block D” Lands .....

Schedule E - Contract of the Local Registration Officer (example) .....

Schedule F - Memorandum of Agreement Regarding Funding of the Program for the Local Environment Administrator (example) .....

Schedule G - Settlement Framework Related to the Transfer of Lands Between Mistissini and Oujé-Bougoumou .....

Schedule H - Financial Provisions Illustration .....

AGREEMENT CONCERNING A NEW RELATIONSHIP

BETWEEN:

LE GOUVERNEMENT DU QUÉBEC, represented here by Mr. Bernard Landry, Prime Minister of Québec, by Mr. Gilles Baril, Minister of State for Natural Resources and Regions, Minister of Natural Resources, Minister of Regions, Minister responsible for the Development of Northern Québec, and by Mr. Rémy Trudel, Minister of State for Population and Native Affairs, Minister for Native Affairs, herein designated “Québec”.

AND:

THE CREES OF QUÉBEC, acting through the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority, represented here by Mr. Ted Moses, Grand Chief and Chairman respectively, by Mr. Edward Gilpin, Chief of the Eastmain Band and by Mr. Paul Gull, Chief of the Waswanipi Band, hereinafter referred to as “the Crees”.

WHEREAS the parties enter hereby into a nation-to-nation Agreement which strengthens the political, economic and social relations between Québec and the Crees, and which is characterized by cooperation, partnership and mutual respect, while remaining based on the respective commitments of the parties under the James Bay and Northern Québec Agreement and providing for implementation measures in connection therewith;

WHEREAS this Agreement, concerning a global approach in favour of greater autonomy and greater responsibility on the part of the Crees for their development, will make possible an active and ongoing participation by the Crees in economic development activities on the James Bay Territory;

WHEREAS this Agreement is based on a development model which relies on the principles of sustainable development, partnership and respect for the traditional way of life of the Crees, as well as on a long-term economic development strategy, principles which are in conformity with the provisions of the James Bay and Northern Québec Agreement;

WHEREAS this Agreement promotes the emergence of a Cree expertise in the field of economic development, job creation, and economic spin-offs for the Crees and the population of Québec in general;

WHEREAS this Agreement does not contemplate and does not affect the obligations of Canada towards the Crees stipulated, among others, in the James Bay and Northern Québec Agreement.

THE PARTIES AGREE TO THE FOLLOWING:

CHAPTER 1

DEFINITIONS

For the purposes of this Agreement, and unless otherwise expressly provided or indicated by the context, the following words and phrases mean:

1.1 “Cree Regional Authority” or “CRA”: the public corporation duly constituted as such under Chapter 89 of the Statutes of Québec 1978, now R.S.Q., chapter A-6.1 (“Administration régionale crie” ou “ARC”).

1.2 “Financial Year”: the period between April 1st of a calendar year and March 31st of the subsequent calendar year (“Année financière”).

1.3 “Cree Entity”: the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority (including when acting through the Board of Compensation thereto), the James Bay Eeyou Corporation, the Opimiscow Companee, the Sakami Eeyou Corporation, the Oujé-Bougoumou Development Corporation, the Oujé-Bougoumou Eenouch Association, the Cree Trappers’ Association, the Cree Outfitting and Tourism Association, the Cree Native Arts and Crafts Association, the Cree Development Corporation, the Cree villages, the Cree landholding corporations, as well as any other Cree controlled corporation, enterprise or legal entity referred to in the James Bay and Northern Québec Agreement or created pursuant to the James Bay and Northern Québec Agreement, any Complementary Agreement thereto, or any other Agreement between Québec or Canada and any Cree Band, the Grand Council of the Crees (Eeyou Istchee) or the Cree Regional Authority (“Association crie”).

1.4 “Cree Bands”: the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Eastmain Band, the Waskaganish Band, the Nemaska Band, the Waswanipi Band and the Cree Nation of Mistissini, respectively constituted as corporations by the Cree-Naskapi (of Québec) Act, S.C. 1984, c. 18, as well as the collectivity of the Crees of Oujé-Bougoumou (“Bandes cries”).

1.5 “Forestry Board”: the Cree-Québec Forestry Board created pursuant to Chapter 3 of this Agreement (“Conseil Cris-Québec sur la foresterie”).

1.6 “James Bay and Northern Québec Agreement” or “JBNQA”: the Agreement approved, given effect and declared valid by the James Bay and Northern Québec Native Claims Settlement Act (Chapter 32 of the Statutes of Canada, 1976-77) and by the Act approving the Agreement concerning James Bay and Northern Québec (1976, c. 46) and as amended by certain Complementary Agreements (“Convention de la Baie James et du Nord québécois” ou “CBJNQ”).

1.7 “Crees of Oujé-Bougoumou”: the collectivity composed of persons identified as affiliated to the community known as Oujé-Bougoumou, and including persons enrolled or entitled to be enrolled as Cree beneficiaries under the James Bay and Northern Québec Agreement, and acting through the Oujé-Bougoumou Eenuch Association until such time as the Oujé-Bougoumou Band is constituted as a corporation under the Cree-Naskapi (of Québec) Act and, thereafter, the Oujé-Bougoumou Band (“Cris d’Oujé-Bougoumou”).

1.8 “Crees” or “James Bay Crees”: the persons eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the James Bay and Northern Québec Agreement, including the Crees of Oujé-Bougoumou (“Cris” ou “Cris de la Baie James”).

1.9 “Agreement on the Implementation of the Memorandum of Understanding” or “Implementation Agreement”: the Agreement on the Implementation of the Memorandum of Understanding of May 23, 1995 signed March 27, 1998 between Québec and the Grand Council of the Crees (Eeyou Istchee) (“Entente de mise en oeuvre du Protocole d’entente” ou “Entente de mise en oeuvre”).

1.10 “Cree Enterprise”: a Cree Band, or any Cree Entity, or any unincorporated business belonging to a James Bay Cree as well as any corporation in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted for the benefit of any one or more of the aforementioned, holds more than fifty per cent (50%) of the voting shares or a sufficient participation to appoint the majority of directors, as well as any partnership, joint venture, non-profit corporation or other enterprise or legal entity in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted to the benefit of any one or more of the aforementioned, holds directly or indirectly a controlling interest, as well as any affiliate controlled by any such corporation, partnership, joint venture, non-profit corporation or other enterprise or legal entity (“Entreprise crie”).

1.11 “Hydro-Québec”: the corporation duly incorporated under the Hydro-Québec Act (chapter H-5) (“Hydro-Québec”).

1.12 “Business Day”: a day on which banking activities can take place in Québec (“Jour ouvrable”).

1.13 “Le Complexe La Grande (1975)”: the hydroelectric development set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement as amended by Complementary Agreements Nos. 4, 7 and 11 (“Le Complexe La Grande (1975)”).

1.14 “Eastmain 1-A/Rupert Project”: the partial diversion of the Rupert River towards the Eastmain 1 reservoir and the reservoirs of LG-2, LG-2A and LG-1, with or without the addition of a new Eastmain 1-A powerhouse near the Eastmain 1 site, including an East-West access road from the existing Muskeg substation to the Eastmain 1 site, the whole in substantial conformity with the Cramoisie (2001) variant as described in the Boumhounan Agreement between Hydro-Québec and the Grand Council of the Crees (Eeyou Istchee) and the CRA (“Projet Eastmain 1-A/Rupert”).

1.15 “EM 1 Project”: the EM 1 project set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement (“Projet EM 1”).

1.16 “Memorandum of Understanding” or “MOU”: the Memorandum of Understanding of May 23, 1995 between Québec and the Crees (“Protocole d’Entente”).

1.17 “Québec”: le Gouvernement du Québec (“Québec”).

1.18 “Recipient of Funding”: a limited partnership or Québec resident trust which may be designated by the Grand Council of the Crees (Eeyou Istchee) before March 31st, 2002 in order to receive the annual payment of Québec set out in Chapter 7 of this Agreement in whole or in part or, failing such designation, the Cree Regional Authority. This designation may be modified by the Grand Council of the Crees (Eeyou Istchee) every five (5) years (“Récipiendaire du financement”).

1.19 “Cree Development Corporation” or “CDC”: the Cree Development Corporation referred to in Chapter 8 of this Agreement (“Société de développement crie” ou “SDC”).

1.20 “Société de développement de la Baie James” or “SDBJ”: the corporation established pursuant to the James Bay Region Development Act (chapter D-8) (“Société de développement de la Baie James” ou “SDBJ”).

1.21 “Société d’énergie de la Baie James” or “SEBJ”: the company contemplated by section 39.1 of the Hydro-Québec Act (R.S.Q. c. H-5) (“Société d’énergie de la Baie James” ou “SEBJ”).

1.22 “Cree Category IA lands”: the Category IA lands within the meaning of Section 5 of the JBNQA and subsection 2(1) of the Cree-Naskapi (of Québec) Act, S.C., 1984, c. 18 (“Terres cries de Catégorie IA”).

1.23 “Cree Category IB lands”: the Category IB lands and Special Category IB lands under the meaning of Section 5 of the JBNQA and of section 19 of the Act respecting the Land Regime in the James Bay and New Québec Territories (chapter R-13.1) (“Terres cries de Catégorie IB”).

1.24 “Territory”: the territory contemplated by the James Bay and Northern Québec Agreement. For the purposes of Chapter 3 of this Agreement, the “Territory” shall have the meaning set out in section 3.3 of this Agreement. For the purposes of Chapters 4, 5 and 7, the term “Territory” shall be the territory defined in subparagraph 22.1.6 of the JBNQA and the territories of the Mistissini and Whapmagoostui trapping areas located North of the 55th parallel as described in Schedule 1 of Section 24 of the JBNQA.

Nothing in this definition shall be interpreted as reducing, enlarging or otherwise affecting the territorial application of the rights of the Crees or of any other aboriginals under the terms of the JBNQA or otherwise. This definition is for the purposes of this Agreement and does not modify the definition of Territory provided in paragraph 22.1.6 of the JBNQA for the purposes of Section 22 of the JBNQA (“Territoire”).

CHAPTER 2

GENERAL PROVISIONS

2.1 Both the Cree Nation and the Québec Nation agree to place emphasis in their relations on those aspects that unite them as well as on their common desire to continue the development of Northern Québec and the self-fulfilment of the Cree Nation.

2.2 The Cree Nation must continue to benefit from its rich cultural heritage, its language and its traditional way of life in a context of growing modernization.

2.3 This Agreement marks an important stage in a new nation-to-nation relationship, one that is open, respectful of the other community and that promotes a greater responsibility on the part of the Cree Nation for its own development within the context of greater autonomy.

2.4 Québec will promote and facilitate the participation of the James Bay Crees in forestry, hydroelectricity and mining development in the Territory through partnerships, employment and contracts.

2.5 This Agreement has the following purposes:

(a) The establishment of a new nation-to-nation relationship, based on the common will of the parties to continue the development of the James Bay Territory and to seek the flourishing of the Crees and the Cree Nation within a context of growing modernization;

(b) The assumption of greater responsibility on the part of the Cree Nation in relation to its economic and community development and, in so doing, the achievement of increased autonomy with a greater capacity to respond, in partnership with Québec, to the needs of the Crees;

(c) The setting up of means in order to allow the parties to work together in regard to the development of mining, forestry and hydroelectric resources in the Territory for the period of application of this Agreement;

(d) The settlement, with discharges identified in this Agreement, for the period of application of this Agreement, of the provisions pertaining to the economic and community development of the Crees found in the provisions of the JBNQA identified in this Agreement (as amended as the case may be by Complementary Agreements thereto), including the nature, scope and implementation of Québec’s commitments in this respect;

(e) The definitive settlement or the withdrawal of the legal proceedings opposing the Crees, Québec and SDBJ in accordance with the provisions of the present Agreement and the establishment of a process to resolve the legal proceedings opposing the Crees, Hydro-Québec and the SEBJ;

(f) The consent of the Crees to the carrying out of the Eastmain 1-A/Rupert Project;

(g) To facilitate the construction of the EM 1 Project.

2.6 The parties agree to Complementary Agreements to the James Bay and Northern Québec Agreement, the texts of which are attached to this Agreement as Schedule A.

2.7 Québec undertakes to submit to and to recommend to the National Assembly the special legislation relating to this Agreement and the amendments to its laws of general or specific application in order to ensure their coherence with this Agreement and the attached Complementary Agreements. A non exhaustive list of laws so amended and a brief description of certain amendments are set out in Schedule B hereof. Québec will consult the Cree Regional Authority in respect to the legislation to be recommended prior to the submission thereof to the National Assembly.

2.8 The provisions of the James Bay and Northern Québec Agreement, and of the existing agreements and existing financial arrangements will continue to apply in the absence of indications to the contrary in this Agreement. It is noted in particular that Québec will continue to fund for the Crees, pursuant to the provisions of the James Bay and Northern Québec Agreement, its share of the services and fixed assets stipulated in the James Bay and Northern Québec Agreement, including but not limited to:

(a) health care and social services;

(b) education services;

(c) income security programs, including the income security program for Cree hunters and trappers;

(d) public security and administration of justice;

(e) the Hunting, Fishing and Trapping Coordinating Committee and environmental committees.

2.9 Without limiting in any way the previous provisions and simply for greater certainty, Québec further confirms that nothing contained in this Agreement shall prejudice, detrimentally affect or restrict the rights of the James Bay Crees as set out in paragraphs 2.11, 2.12 and 28.1.1 of the James Bay and Northern Québec Agreement. Consequently, Québec will maintain for the Crees access to regular programs subject to the usual application criteria of these programs.

2.10 This Agreement does not contemplate and does not affect the obligations of Canada towards the Crees including those stipulated in the James Bay and Northern Québec Agreement.

CHAPTER 3

FORESTRY

GENERAL PROVISIONS

3.1 The Québec forestry regime shall apply in the Territory in a manner that allows adaptations for a:

a) greater consideration for the Cree traditional way of life;

b) greater integration of concerns relating to sustainable development;

c) participation, in the form of consultation, by the Crees in the various forest activities operations planning and management processes, notably for the finalization and the monitoring of the plans;

d) collaboration, in the form of concerted action, by the Cree Nation Government (hereinafter referred to as “CNG”) and by the Eeyou Istchee James Bay Regional Government (hereinafter referred to as “EIJBRG”) in the participation process for the planning contemplated by Schedule C-4 of this Agreement.

3.2 The adapted forestry regime applicable in the Territory will respect the principles set out in the Sustainable Forest Development Act (CQLR, chapter A-18.1), in the James Bay Northern Québec Agreement (JBNQA), in the Agreement on Governance in the Eeyou Istchee James Bay Territory , executed on July 24, 2012, and will also respect the principles set out herein.

TERRITORY OF APPLICATION

3.3 The adapted forestry regime shall apply to the Territory indicated on the map attached as Schedule C-1 of this Agreement, within the boundaries of the JBNQA Territory.

ADAPTATIONS TO AND EVOLUTION OF THE FORESTRY REGIME

3.4 The provisions of this Agreement regarding forestry have, among other things, the objective of establishing an adapted forestry regime which will fix particular rules and procedures applicable to the Territory to meet the goals of improved taking into account of the hunting, fishing and trapping activities of the Crees and improved conciliation of forest activities with such activities.

3.5 Subject to adaptations and modifications resulting from the adapted forestry regime for the Territory, Québec’s forest standards apply in the Territory. Subject to section 3.75 of this Chapter, such adaptations and modifications shall not be interpreted so as to restrict or limit these standards.

3.6 The forestry regime applicable in the Territory will evolve over the duration of this Agreement taking into account the principles set out herein, any discussions that may take place between the parties in connection with major sustainable forest development issues, and the recommendations of the Cree-Québec Forestry Board.

MODALITIES OF THE ADAPTED FORESTRY REGIME

3.7 Limits of the territorial reference units

3.7.1 For the Territory referred to in section 3.3 of this Chapter as indicated on the map attached as Schedule C-1 of this Agreement, Cree traplines correspond to the territorial reference units (TRU), as provided for in section 18 of the Agreement amending the Agreement concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec, approved by Order-in-Council n° 1161-2003 of November 5, 2003.

3.7.2 The CNG makes available to the Ministre des Forêts, de la Faune et des Parcs (hereinafter referred to as “Ministre”) shapefiles containing the locations of said traplines, and any modifications to the locations where applicable.

3.8 Determination of the development units and calculation of the allowable cuts

3.8.1 For the territory contemplated by section 3.3 of this Chapter as indicated on the map attached as Schedule C-1 of this Agreement, the development units which, in principle, are composed of groupings of Cree traplines, were established jointly by the Crees and the Ministre, as provided for in section 19 and Schedule I of the Agreement amending the Agreement concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec, approved by Order-in-Council n° 1161-2003 of November 5, 2003, as amended by section 12 of the Agreement amending the Agreement concerning a new Relationship between le Gouvernement du Québec and the Crees of Québec with respect to forestry, approved by Order-in-council 958-2005 of October 19, 2005.

3.8.2 In the event that a redefinition of the northern boundary line would be required, the Ministre shall consult with the Crees. In the event that a redefinition of the boundaries of the development units would be required, in particular when a modification to the boundaries would require a modification of the groupings of Cree traplines which form the development units, the Crees and the Ministre must proceed jointly to determine new groupings of Cree traplines, and in such case:

a) the groupings of three (3) to seven (7) traplines, with modulations if necessary, shall, as far as possible and with some exceptions, be contiguous and in a single block. To make the groupings, the following criteria shall also be taken into consideration:

— the host Cree community or the kindred relationship of the tallymen and the Cree users of certain traplines;

— the key historical and ecological factors;

— forest structure factors, to improve the distribution of age classes of forest stands.

b) Cree traplines that can only be partially included in a development unit shall be assigned an equivalence value based on the proportion of the Cree trapline that can be included in the development unit as a ratio of the total area of the trapline. Based on this, the fractions of Cree traplines included in the development unit are added to establish an equivalence value.

3.8.3 The allowable cuts and revisions thereto shall be calculated on the basis of these development units, in a manner that incorporates the rules established in this Chapter.

3.8.4 The Ministre shall provide, upon request, the data and the basis of calculation of the allowable cuts for each development unit to the responsible person designated by the Crees. The latter may make recommendations of which he will inform the joint working groups and the Cree-Québec Forestry Board.

3.8.5 If a dispute arises between the Crees and the Ministre in connection with the allowable cut calculation, the Ministre shall retain an independent specialist to make recommendations. The Cree-Québec Forestry Board may then propose a list of specialists to the Ministre. In the event that the Ministre does not select one of the specialists proposed by the Cree-Québec Forestry Board, he shall himself inform directly the Board of the reasons for his decision.

3.9 Areas of special interest to the Cree – Sites of interest to the Cree

3.9.1 Sites of interest are identified and mapped by the Crees, in cooperation with the Ministre. The total area of these sites will not exceed 1% of the total area of a trapline included in a development unit.

No forest development activities may be undertaken in these areas unless the tallyman agrees otherwise. In such cases, specific measures of protection and standards of forest development aimed at satisfying the specific needs of the Cree users will be agreed through the joint working group of each community concerned.

In addition, these sites cannot be the subject of protection measures provided for by the Sustainable Forest Development Act, such as biological refuges, with the exception of exceptional forest ecosystems.

3.9.2 In the absence of a Cree tallyman, or of a Cree user designated by the tallyman and able to provide the location of sites of interest to the Cree, another Cree representative may be appointed using the procedure selected by the community.

3.9.3 Sites of interest may include, notably, the following:

a) Permanent camps;

b) Seasonal camps;

c) Traditional, cultural and sacred sites;

d) Burial sites;

e) Fruit picking areas;

f) Archaeological sites;

g) Sites with archaeological potential;

h) Extension of protective strips;

i) Portage trails;

j) Bear dens;

k) Waterfowl blinds;

l) Drinking water supply sources;

m) Other requests.

3.9.4 The CNG makes available to the Ministre shapefiles containing the locations of the sites of interest and any modifications to those locations where applicable, for forest management and development purposes.

3.9.5 Sites of interest to the Cree which, on April 1st, 2013, overlap with biological refuges entered in the register of protected areas established in accordance with the Natural Heritage Conservation Act (CQLR, chapter C-61.01) may be moved before December 31, 2016, at the discretion of the Cree tallyman. The prohibition mentioned in the last paragraph of section 3.9.1 of this Chapter does not apply when the Cree tallyman does not move the site of interest to the Cree.

3.10 Areas of special interest to the Cree – Conservation of forested areas presenting wildlife interest for the Cree

3.10.1 Specific management standards are applied to maintain or improve the habitat of very important wildlife species (moose, marten, beaver, hare, fish, caribou, partridge) and portions of each trapline will benefit from specific protection to improve the level of harmonization between forest development activities and traditional activities including hunting, fishing and trapping.

3.10.2 The location of these areas of wildlife interest will be under the direct responsibility of the Cree tallyman, in a spirit of cooperation with other stakeholders on the Territory. The boundaries of the areas of special interest are identified on the basis of analyses identifying certain parts of watersheds that are particularly productive or intensively used by the Crees. The surface area of these sites of wildlife interest must in principle cover 25% of the productive forest area of each trapline included in a development unit without exceeding this percentage of 25%.

3.10.3 In the absence of a Cree tallyman, or of a Cree user designated by him and capable of identifying the forested areas presenting wildlife interest for the Cree, another Cree representative may be designated according to the method chosen by the community.

3.10.4 Within the selected areas, forest development activities will be planned with the priority goal of maintaining and improving a diversity of ecoforest stands, in terms of plant species, age classes and spatial distribution. With this in mind, it is possible to intervene in order to rejuvenate certain stands while still maintaining productive habitats throughout these areas of particular interest to Cree families.

3.10.5 Within the selected areas, the following measures must be applied:

a) Only mosaic cutting should be applied in these areas, unless better techniques are developed to protect wildlife habitats;

b) when planning mosaic cutting, the terms and conditions set out in Schedule C-2 of this Agreement are applied with the following amendments:

i) at least 50% of the productive area within stands over seven (7) meters in height must be left standing. At least 10% of this area is composed of forests over ninety (90) years old;

ii) within the selected areas, the location of the residual forest blocks to be preserved is decided by the Ministre, in cooperation with the Cree tallyman;

iii) the blocks are spread over the area in such a way that they are interconnected. Where necessary, breaks in the hiding cover should not be more than thirty (30) meters wide;

iv) the residual forest must be left standing for a period long enough to allow the forest regeneration to reach a minimum average height of seven (7) meters;

c) with the consent of the Cree tallyman, the area annually subjected to harvesting could exceed the applicable annual rates listed below, to the extent that, over a maximum of two (2) years, the total area harvested respects the sum of these annual rates. In such case, logging will not be permitted in these areas during the year following the aforesaid period of two (2) years.

If an agreement cannot be reached with the Cree tallyman, the annual rate of harvesting authorized in forested areas presenting wildlife interest to the Cree will be modulated according to the level of prior disturbance in each trapline. In a trapline where the level of disturbance in the last twenty (20) years is less than 15%, new logging activities may be carried out on an annual maximum of 4% of the productive area of the forested areas presenting wildlife interest of said trapline. This annual percentage should be reduced to 3% when the overall level of disturbance is between 15% and 30%, and to 2% when the overall level of disturbance is between 30% and 40%.

3.10.6 Within the selected areas, special attention is given in order to limit the installation of major access roads built for extraction of forest products.

In cases where it is not possible to limit such installation, the reasons will be presented in the concerned integrated forest development plan.

3.10.7 The CNG makes available shapefiles containing the locations of forested areas presenting wildlife interest for the Cree, and any modifications to those locations where applicable, to the Ministre for forest management and development purposes.

3.11 Maintaining forest cover in the whole of each trapline

3.11.1 The following measures are taken to ensure the protection of a residual forest cover:

a) conservation, per trapline, of a minimum of 30% of the productive surface area composed of stands measuring more than seven (7) meters in height;

b) logging will not be permitted in traplines that have been logged or burnt over more than 40% of their productive surface area in the last twenty (20) years;

c) 75% of the logging carried out must be mosaic cutting with protection of regeneration and soils (CPRS) (see the definition of mosaic cutting in Schedule C-2), unless mutually acceptable techniques are developed to better protect wildlife habitats;

d) limit to a maximum of one hundred (100) hectares the size of a single-block cutting area in sectors where cutting with separator strips will be carried out. In addition, 40% of the total logged area must be composed of blocks of less than fifty (50) hectares;

e) with the consent of the Cree tallyman, the area annually subjected to harvesting could exceed the applicable annual rates listed below, to the extent that, over a maximum of two (2) years, the total area harvested respects the sum of these annual rates. In such case, logging will not be permitted in these areas during the year following the aforesaid period of two (2) years.

If an agreement cannot be reached with the Cree tallyman, the annual rate of harvesting authorized will be modulated according to the level of prior disturbance in each trapline. A trapline where the level of disturbance in the last twenty (20) years is less than 15% should be subject to CPRS up to an annual maximum of 8% of the productive forest area. This annual percentage should be reduced to 6% when the overall level of disturbance is between 15% and 30%, and to 4% when the overall level of disturbance is between 30% and 40%.

f) protect tall regeneration, where the situation allows;

g) use silvicultural practices that foster the maintenance of diversified habitats, in particular by avoiding the elimination of hardwood trees (see Schedule C-3 of this Agreement);

h) develop a separate forest development approach for mixed stands (see Schedule C-3 of this Agreement);

i) develop directives guiding the elaboration of development strategies that can take into account the protection and development of wildlife habitats (see Schedule C-3 of this Agreement).

3.12 Protection of forests adjacent to watercourses and lakes

3.12.1 The following measures are taken to ensure the protection of forests adjacent to watercourses and lakes:

a) a twenty (20) meters wide protective strip is preserved on each side of all permanent watercourses and around lakes.

b) In order to address concerns related to the maintaining of a variety of wildlife habitats near major rivers, along rivers more than five (5) meters wide, a forest strip more than two hundred (200) meters wide will be maintained along one of the banks. Cutting areas should be distributed alternatively along the two banks of such rivers. Therefore, only mosaic cuttings can be authorized within the two hundred (200) meters band along the banks of such rivers.

c) To preserve the aesthetic appearance of landscapes along the shore of large lakes with a surface area of more than five square kilometers (5 km2), only mosaic cuttings will be allowed in forests that are visible from the shores of the lake, for a distance of one point five kilometer (1.5 km).

3.13 Mechanism related to biological refuges

The location of biological refuges, known but not registered as of April 1st, 2013, in the register of protected areas established in accordance with the Natural Heritage Conservation Act, shall be reviewed by the Ministre in order to take into account, notably, the Cree tallyman needs, including the need related to the enhancement of the protection of forests close to watercourses. The Cree tallyman needs are determined with the support of the joint working groups. Such modifications of location must be made before December 31, 2018. The prohibition mentioned in the last paragraph of section 3.9.1 does not apply to biological refuge for which the location has not been modified through this process.

3.14 Natural and human disturbances

3.14.1 If substantial damage to timber stands in a forest area is caused by a natural disturbance or human influence, special measures described in a guide annexed hereto as Schedule C-5 of this Agreement are applied through a special development plan. In such a case, sections 3.10.5, 3.11, 3.12 and Schedule C-2 of the Agreement do not apply.

3.14.2 The guide contains notably the mandatory content of a special development plan, the tools required to prepare it and special development modalities to be applied, depending on the severity of the disturbance and the condition of the trapline. The Ministre and the CNG can agree to modify the guide through a letter agreement.

3.14.3 Special development plans and amendments thereto are prepared and established in accordance with the rules applicable to the integrated forest development plans described in Schedule C-4 of this Agreement. In doing so, the Ministre must take concerted action with the Cree tallyman regarding the general outline and severity of the disturbance, the road network development and the location of salvage blocks.

3.14.4 In order to elaborate special development plans, the Ministre, among other things and when possible, uses the most appropriate methods (satellite images, aerial photos, aerial surveys) in order to establish the general outline and severity of the disturbance.

3.14.5 The areas of special interest to the Cree identified pursuant to sections 3.9 and 3.10 of this Chapter that are impacted by such a disturbance may be moved, at the discretion of the Cree tallyman.

3.14.6 As soon as possible after the completion of the special development plan, the Ministre provides the disturbance statistics to the relevant joint working group and to the CNG.

3.15 Development of the road access network

3.15.1 To facilitate the harmonization of the various uses of the Territory, the road network development must be subject to concerted action between the Ministre and the tallyman responsible for each trapline.

Due consideration shall be given to:

a) limit the number of road connections between two traplines. In this spirit, road junctions must be planned in such a manner as to form closed circuits that do not permit easy passage to the roads of neighbouring traplines. The construction of winter roads may also be encouraged in areas where limiting connections are desirable;

b) limit the construction of new direct access routes from forestry roads to permanent watercourses and lakes except for the construction of bridges and culverts.

3.15.2 The possibility of a temporary or permanent closure of roads may be addressed through the participation process for the planning contemplated by Schedule C-4 of this Agreement. Roads which may be subjected to a temporary or permanent closure may be submitted to the Ministre by the joint working groups. The Ministre may close these roads after consulting the relevant integrated resource management panel and the relevant bodies (for the Category II lands of the Territory: the CNG; for the Category III lands of the Territory: the EIJBRG).

3.15.3 When a culvert or a bridge is constructed, the Ministre shall use the best available practices to protect the important spawning grounds. These best practices, such as those defined for the wildlife sites of interest (also known as “SFI”, for the acronym of “Site Faunique d’Intérêt”), will be described in the wildlife habitat management directives contemplated in Schedule C-3 of this Agreement. The identification of important spawning grounds can notably be made through the participation process for the planning contemplated by Schedule C-4 of this Agreement.

IMPLEMENTATION MECHANISMS

3.16 Three (3) levels of intervention are provided for: a) the Cree-Québec Forestry Board; b) the joint working groups; and (c) the joint working group coordinators.

CREE-QUÉBEC FORESTRY BOARD

3.17 The main functions of the Cree-Québec Forestry Board are to allow for close consultation of the Crees during the different steps of planning and managing forest development activities in order to implement the adapted forestry regime.

3.18 The CNG and Québec shall each appoint five (5) members to the Cree-Québec Forestry Board. In addition, a Chairperson shall be appointed to the Cree-Québec Forestry Board by le Gouvernement du Québec upon recommendation of the Ministre.

3.19 Before recommending to le Gouvernement du Québec a person to be appointed as Chairperson of the Cree-Québec Forestry Board, the Ministre must consult with the CNG on possible candidates in order to reach a joint recommendation.

3.20 Failing a joint recommendation by the Ministre and the CNG on a candidate for Chairperson of the Cree-Québec Forestry Board, the Ministre:

a) must submit a candidate to the CNG which will have a delay of thirty (30) days to accept or refuse to agree to the appointment;

b) in case of refusal by the CNG, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Ministre must submit another candidate to the CNG which will again have a delay of thirty (30) days to accept or to refuse to agree to the appointment;

c) in case of a second refusal by the CNG, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Ministre must submit another candidate to the CNG which will again have another delay of thirty (30) days to accept of refuse to agree to the appointment;

d) in case of a third refusal by the CNG, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Ministre may either continue submitting other candidates to the CNG, though not obliged to do so, or recommend another candidate to le Gouvernement du Québec for appointment as Chairperson of the Cree-Québec Forestry Board.

3.21 Unless the CNG and Québec agree otherwise, the Chairperson of the Cree-Québec Forestry Board may not be employed by le Gouvernement du Québec or a Crown corporation and cannot have a financial interest in, or be an employee of, any forestry enterprise having interests in the Territory.

3.22 The members appointed by the CNG and Québec shall be appointed and replaced from time to time at the discretion of the respective appointing party. The Chairperson shall however be appointed for a fixed term not exceeding three (3) years. The term of the Chairperson is not renewable unless the CNG and Québec agree otherwise. At the end of his mandate of three (3) years, the Chairperson shall remain in office until the appointment of his successor, who shall be appointed within twelve (12) months from the end of his mandate.

3.23 The Vice-Chairperson of the Cree-Québec Forestry Board shall be appointed by the members of that Board from among those members appointed by the CNG.

3.24 The Chairperson, or any member designated by the Chairperson in his absence, presides over the meetings.

3.25 Quorum at meetings of the Cree-Québec Forestry Board shall be a majority of its members insofar as at least three (3) members appointed by the CNG and three (3) members appointed by Québec are present.

3.26 A member of the Cree-Québec Forestry Board may, upon being appointed, execute a written proxy in the form provided by the Cree-Québec Forestry Board in favour of another member. The holder of such a proxy has the right to vote and otherwise act in the place of the absent member from whom the proxy has been obtained, in addition to the voting and other rights that the member holding the proxy is entitled to exercise in his or her own right.

3.27 The members appointed by the CNG may be accompanied at meetings of the Cree-Québec Forestry Board by up to two (2) technical advisors who will have the right to address the Cree-Québec Forestry Board and participate in its deliberations but who will not have the right to vote. The members appointed by Québec may also be accompanied by up to two (2) technical advisors under the same conditions. The joint working group coordinators may also accompany the members in addition of the two (2) technical advisors.

3.28 Every decision at the Cree-Québec Forestry Board shall be made by a majority of the votes cast. Dissents by Board members shall be recorded and reported.

However, in the case where the decision of the Board relates to a forest planning issue, the members of a party directly in charge of said planning will not be entitled to vote. In such a case, the number of members appointed by the other party and having the right to vote shall be reduced proportionally.

3.29 The Cree-Québec Forestry Board shall meet at least six (6) times each year unless its members decide otherwise. Such meetings will be held regularly in the Territory. The Board may hold its meetings elsewhere in Québec if necessary.

3.30 A secretariat is hereby created for the needs of the Cree-Québec Forestry Board. The secretariat is located in Waswanipi. The Ministre shall make available to the secretariat all relevant and available information required for the adequate execution of its mandate and operations.

In order to implement the previous paragraph related to the location of the secretariat, the parties agree to put in place a bipartite committee in order to:

a) evaluate the office space and lodging possibilities for the secretariat in Waswanipi;

b) recommend to the parties ways to ensure the gradual location of the secretariat in Waswanipi for a definitive location before December 31, 2018.

The parties are equally represented on this committee.

The location of the secretariat in Waswanipi is confirmed by a letter agreement between the Ministre and the CNG.

3.31 The Cree-Québec Forestry Board may establish and adopt by-laws regulating its own internal operations, including notice and place of its meetings and other matters relating to the administration of the Cree-Québec Forestry Board. Such by laws must be in conformity with the provisions of this Chapter and will be subject to the approval of a majority of members appointed by the CNG and a majority of members appointed by Québec.

3.32 The Cree-Québec Forestry Board shall have the following main responsibilities:

a) to monitor, analyse and assess the implementation of the forestry provisions of this Agreement which contemplate an adapted forestry regime for the Territory;

b) to recommend to the parties, as the case may be, adjustments or modifications to the forestry provisions of this Agreement;

c) to bring to the attention of the Ministre proposals, preoccupations and comments related to laws, regulations, policies, programs, management guides and field guides related to forestry as well as guidelines, directives or instructions related to the elaboration of all integrated forest development plans;

d) to review the implementation mechanisms for the joint working groups regarding the elaboration, the consultations, and the monitoring of all integrated forest development plans applicable in the Territory;

e) to be involved in the different planning processes of forest development activities in the Territory and to participate in the different stages of the management of forest activities, in particular those connected to the review of the integrated forest development plans prior to their coming into force, as well as in regard to proposed modifications to those plans. The Board will have sixty (60) days from the receipt of the tactical and operational plans and forty-five (45) days from the receipt of the modifications to make comments to the Ministre prior to the coming into force of the plans or modification thereto; the Ministre may extend these timeframes if he considers it appropriate;

f) any other responsibilities in regard to forestry which may be assigned to it from time to time jointly by the parties.

3.33 The Ministre shall consider the comments and views of the Cree-Québec Forestry Board and shall himself inform it directly of his position or, as the case may be, of the main reasons justifying his decision, within a reasonable timeframe.

3.34 The Cree-Québec Forestry Board must produce and submit to the parties an annual report.

JOINT WORKING GROUPS

3.35 Joint working groups operate in each Cree community.

3.36 The joint working group for the community of Nemaska, Mistissini, Waskaganish and Oujé-Bougoumou is composed of four members, and the joint working group for Waswanipi is composed of six members.

3.37 The Cree members of the joint working group are appointed by the CNG. The Québec members of the joint working groups are appointed by the Ministre. Members of the joint working group cannot be in charge of the elaboration of the integrated forest development plans.

However, the responsible persons for the elaboration of integrated forest development plans may attend the meetings of the joint working groups, when requested by the Cree tallymen.

3.38 The Cree members and the Québec members shall be replaced from time to time at the discretion of the respective party.

3.39 Each joint working group may adopt any internal operating rule, such as the use of specific mapping standards and statistical tables in accordance with sections 35 and 36 of Schedule C-4 of this Agreement, that is consistent with its mandate and with the basic procedures established by joint working group coordinators.

3.40 If the parties so agree, the number of members of the joint working groups may be modified to take into account the particular circumstances of each community. However, joint working groups must be of equal representation from both parties.

3.41 Each party shall identify one representative who shall be responsible for ensuring the smooth progress of the work.

3.42 In all cases in which the joint working groups make recommendations, they may be unanimous or not. In the latter case, the respective positions of the members of the joint working groups shall be sent to the Ministre and to the Cree-Québec Forestry Board.

3.43 The joint working groups have the following mandate:

a) to integrate and implement the specific rules agreed upon in this Chapter;

b) when required, to elaborate harmonization measures flowing from the technical provisions of this Chapter;

c) to ensure that each party places all relevant and available forestry-related information at the disposal of the other party;

d) to review conflictual uses in order to find acceptable solutions;

e) to discuss any technical issues, including the acquisition of knowledge considered necessary by the joint working group;

f) to ensure the implementation of the processes relating to the elaboration, consultation and monitoring of the forest development plans;

g) to adopt internal operating rules;

h) to inform the Ministre of their proposals in regard to temporary or permanent closing of roads.

3.44 In all cases in which the Ministre receives recommendations from the joint working groups, he must take into consideration the recommendations of the joint working groups, of their members and of the conciliator appointed pursuant to Schedule C-4 of this Agreement, he must explain, within a reasonable timeframe, his position and must inform the joint working groups of his reasons for not accepting the recommendations or corrections sought, as the case may be.

3.45 The Ministre shall provide the Cree members of the joint working groups with the necessary and available ecological and forestry information as well as the data from the forest inventory (including the digital format) and computer programs developed by and for the Ministre so as to allow them to perform their activities and mandates. This includes, among others, ecoforestry maps, silvicultural and ecological guides as well as the standards established by the Ministre in respect to forest development activities.

3.46 Each joint working group shall identify the relevant documents that shall be drafted and provided in terms and language understood by the Crees and the Cree communities. It is understood that, at the very least, the Cree section of the tactical integrated forest development plans shall be entirely translated into English by the Ministre. Moreover, summaries of plans and documents deemed to be important by each joint working group shall be provided by the Ministre in English. To this end, the parties will agree during the implementation of the present adapted forestry regime on lists of documents that are deemed important and of summaries to be provided in English.

3.47 The joint working groups shall make the information they have available to the Cree tallymen for use in the process of elaboration, consultation and monitoring of forest development plans.

3.48 If so required by the Cree tallyman, the joint working groups shall take all necessary measures to protect the confidentiality of the information derived from Cree traditional expertise and may, at their discretion, establish a system of identification and protection of such information.

This system of identification and protection of information includes the measures designed to protect the confidentiality of the information derived from Cree traditional expertise agreed in December 2006 between the Ministre and the CNG and their subsequent amendments.

3.49 The stages of the elaboration, consultation and monitoring of forest development plans are described in Schedule C-4 of this Agreement.

3.50 A copy of harvesting agreements, permits to harvest timber to supply a wood processing plant and timber sale contracts entered into by the Bureau de mise en marché des bois and their modifications, applicable to the Territory described in section 3.3 of this Chapter, is transmitted, upon request, to the Joint Working group coordinators by the Ministre. However, no confidential information pursuant to an Act respecting Access to documents held by public bodies and the Protection of personal information (CQLR, chapter A-2.1) will be so transmitted.

JOINT WORKING GROUP COORDINATORS

3.51 The main function of the coordinators of the joint working groups is to ensure that, despite their local specificities, the joint working groups contribute to the implementation of the adapted forestry regime of this Agreement.

3.52 The Cree coordinator of the joint working groups is appointed by the CNG. The Québec coordinator of the joint working groups is appointed by the Ministre.

3.53 The coordinators have the following mandate:

a) to establish basic procedures to be followed by joint working groups. Such procedures may, notably, specify the functionning of the meetings held with Cree tallymen within the context of the planning process of forest development activities;

b) to report periodically to the Cree-Québec Forestry Board of the operations of the joint working groups;

c) to provide support to and to supervise the members of the joint working groups when they address conflicting issues;

d) to provide to the joint working groups the information they require for the application of the adapted forestry regime or to acquire such information from the parties;

e) to inform the Cree-Québec Forestry Board and the respective parties of amendments or modifications to the Agreement which are, in their opinion, required to ensure the implementation of the adapted forestry regime;

f) to jointly submit to the Ministre a statement of the situation together with their recommandations, in accordance with section 20 of Schedule C-4 of this Agreement.

FUNDING

The funding of the Cree-Québec Forestry Board and the joint working groups shall be as follows:

3.54 Each party shall assume the remuneration and the travel costs of its own members on the Cree-Québec Forestry Board.

3.55 The remuneration and the expenses of the Chairperson of the Cree-Québec Forestry Board shall be assumed by Québec.

3.56 Each party shall assume the costs of the members of the joint working groups and the coordinator that they appoint.

3.57 Each party shall assume half the costs of the Cree-Québec Forestry Board and the joint working groups, it being understood that the costs are presently estimated at a total of one million dollars ($1,000,000) per Financial Year.

3.58 Québec shall assume the reasonable costs of providing the tools and the relevant and available information for the purposes of the application of the adapted forestry regime.

EFFECT OF THE ADAPTED FORESTRY REGIME

3.59 The adapted forestry regime shall not have the effect of modifying the boundaries of the Cree traplines. Furthermore, it shall not affect the hunting, fishing and trapping rights of the Crees provided for in the JBNQA for this Territory, including the harvesting rights provided for in Section 24 of the JBNQA.

ACCESS TO FOREST RESOURCES

3.60 Québec shall guarantee to the Cree Enterprises an annual volume of three hundred fifty thousand (350,000) cubic meters of timber within the limits of the commercial forest situated in the Territory in order to encourage and facilitate employment and contracts to James Bay Crees and to Cree Enterprises. For further clarification, this timber volume is guaranteed and shall be in addition to any timber volume found on Category I lands.

3.61 This timber volume shall be allocated pursuant to the provisions of the Sustainable Forest Development Act. Prior recommendations may be made by the CNG to the Ministre in regard to the type of the forestry right granted.

3.62 The distribution of this timber volume is determined by the CNG, who will notify the Ministre thereof.

3.63 At the request of the Crees, all or a part of the annual timber volume provided for in section 3.60 of this Chapter may be sold on the open market by the Bureau de mise en marché des bois of the Ministre. When the Bureau is selling such timber, the sale is made upon the conditions it determines and free of administrative fees until March 31, 2022.

EMPLOYMENT AND CONTRACTS

3.64 Québec will encourage forestry enterprises opera-ting in the Territory to employ James Bay Crees in their forestry activities and to provide contracts to James Bay Crees and Cree Enterprises and will facilitate such employment and contracts by:

a) requiring such forestry enterprises to provide in their forestry reports:

i) the number of Crees employed as well as the number of contracts concluded with Crees and Cree Enterprises;

ii) the employment and contract opportunities expected in the subsequent year;

b) providing such information to the CNG;

c) facilitating and encouraging forums and discussions between the James Bay Crees and the forestry enterprises operating in the Territory in order to review employment, contracts and partnership opportunities in forest activities.

3.65 Québec encourages access by Cree Enterprises to contracts to carry out non-commercial sylvicultural works. Accordingly, the opportunity to conclude contracts for 15% of the budget of non-commercial sylvicultural works (including land preparation, reforestation and precommercial thinnings) to be carried out within the Territory shall be offered to Cree Enterprises in priority, until March 31, 2020. This opportunity to conclude contracts that is offered in priority to Cree Enterprises depends on a quality assessment of the work carried out according to the criteria established by the Ministre.

The CNG shall, not later than December 31, 2018, agree with the Ministre on a mechanism allowing to annually identify the Cree Enterprises to which the opportunity to conclude these contracts shall be offered. This mechanism shall be based on a set of criteria, such as Cree participation in businesses, employment and contracts.

Before March 31, 2020, the CNG and the Ministre may negotiate to renew this opportunity, offered in priority, to conclude contracts for 15% of the budget of non-commercial sylvicultural works (including land preparation, reforestation and pre-commercial thinnings) to be carried out in the Territory.

CREE-QUÉBEC FORESTRY ECONOMIC COUNCIL

3.66 The Cree-Québec Forestry Economic Council (CQFEC) is composed of an equal number of representatives designated by the CNG and by the Ministre. Forestry enterprises may be invited to participate in the works of the CQFEC.

3.67 The CQFEC shall promote the development of economic and business opportunities for the Crees in forest development activities. It shall also ensure the implementation of sections 3.64 to 3.70 of this Chapter.

3.68 The CNG ensures the availability of a list of Cree Enterprises that are interested in carrying out forest development activities to the CQFEC.

3.69 a) The CNG shall hold discussions with the Waswanipi Band, the Cree Nation of Mistissini, the Ouje-Bougoumou Band, the Cree Nation of Nemaska and the Crees of the First Nation of Waskaganish in order to review the options available to find better ways to use the guaranteed annual volume of section 3.60 of this Chapter, with a view to enhance Cree involvement in forestry businesses, employment and contracts;

b) The CQFEC shall:

(i) gather and provide relevant information to enhance the discussions referred to in paragraph a) of this section;

(ii) review and provide available options in order to find better ways to use the guaranteed annual volume of section 3.60 of this Chapter with a view to enhance Cree involvement in forestry businesses, employment and contracts; and

(iii) suggest to the Standing Liaison Committee ways to resolve any dispute relating to economic issues that may arise between the parties.

3.70 At the latest on December 31, 2018, the CQFEC recommends to the parties ways for the provisions of sections 3.64 to 3.70 of this Chapter to evolve in order to improve the Cree economic involvement in forest development activities.

FIREWOOD

3.71 In order to respond to the needs of the Cree trappers for firewood, non-Aboriginal holders of permits delivered to this end in virtue of the Sustainable Forest Development Act shall not harvest firewood within an area of seventy-five (75) hectares surrounding each permanent Cree camp. It is understood that this measure shall apply outside of the area identified around each permanent camp as a site of special interest for the Crees.

3.72 In cases where there is no firewood available near the camp, firewood cutting areas covering seventy-five (75) hectares are set aside and the Ministre will not deliver any firewood harvesting permits to non-Aboriginals within such areas.

3.73 No harvesting firewood permit for commercial purposes is delivered in forested areas presenting wildlife interest for the Cree identified pursuant to section 3.10 of this Chapter.

AGREEMENTS WITH FORESTRY ENTERPRISES

3.74 Nothing in this Agreement precludes or restricts agreements between Cree individuals or Bands and forestry enterprises.

CONFLICT AND INCOMPATIBILITY

3.75 Subject to the provisions of the JBNQA, in the case of a conflict or incompatibility between the Sustainable Forest Development Act and the regulations thereunder or any other related law and the present adapted forestry regime, the provisions of the adapted forestry regime shall take precedence to the degree necessary to resolve such conflict or incompatibility.

SCHEDULE

3.76 Schedule C of this Agreement, which includes Part I (C-1), Part II (C-2), Part III (C-3), Part IV (C-4) and Part V (C-5) forms an integral part of this Chapter.

CHAPTER 4

HYDROELECTRICITY

GENERAL PRINCIPLES

4.1 Hydroelectric development projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement but subject to the provisions of Section 8 of the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

4.2 Québec will encourage and facilitate the signature of agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to hydroelectric projects in the Territory.

4.3 Québec will ensure that Hydro-Québec encourage partnerships and joint ventures with Cree Enterprises and enter into agreements with the Crees concerning remedial works, employment and contracts resulting from its activities in the Territory.

4.4 The applicable parameters of construction contracts for the Crees and Cree Enterprises in regard to a specific hydroelectric project will be set out in separate agreements for each such project, being understood that these contracts shall be consistent with the proponent’s usual requirements in regard to quality, costs and timelines.

4.5 Québec will adopt administrative measures, notably in collaboration with the Commission de la Construction du Québec, in order to facilitate the access by Cree workers to employment opportunities resulting from hydroelectric development in the Territory.

4.6 The agreements referred to in paragraphs 4.3 and 4.4 for the EM 1 Project and the Eastmain 1-A/Rupert Project are those referred to in sections 4.10 and 4.16 respectively.

EM 1 PROJECT

4.7 The parties acknowledge that the EM 1 Project described in the Nadoshtin Agreement referred to in section 4.10 of this Agreement, as a stand-alone project, substantially conforms to the EM 1 Project as contemplated by paragraph 8.1.2 of the JBNQA, and, subject to the provisions hereof, the Crees consent to the construction of the EM 1 Project which may begin subsequent to the coming into force of this Agreement.

4.8 Québec undertakes to apply the necessary measures to inforce the provisions of Schedule 1 of the Nadoshtin Agreement.

4.9 Hydro-Québec will assume the costs of all remedial works required under government authorizations for the EM 1 Project.

4.10 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the EM 1 Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement and known as the Nadoshtin Agreement.

EASTMAIN 1-A/RUPERT PROJECT

4.11 In consideration of this Agreement, the Crees consent to the carrying out of the Eastmain 1-A/Rupert Project. This consent does not extend to any other project. The parties reserve their respective positions in regard to other projects, including their positions as to whether or not Cree consent is required for any specific project.

4.12 The Eastmain 1-A/Rupert Project will be subject to the applicable environmental legislation and to the environmental and social protection regime stipulated in Section 22 of the James Bay and Northern Québec Agreement according to the terms of that Section.

4.13 The parties will endeavour to harmonize insofar as possible the assessment processes applicable to the Eastmain 1-A/Rupert Project in order to avoid duplication. The parties will work together to ensure efficient and proper evaluations of this project.

4.14 The Crees will be directly involved and consulted in the technical description of the Eastmain 1-A/Rupert Project throughout the stages of feasibility studies and permit processes relating to this project.

4.15 Hydro-Québec will assume the costs of all the remedial works required under government authorizations for the Eastmain 1-A/Rupert Project.

4.16 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the Eastmain 1-A/Rupert Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement. This agreement is known as the Boumhounan Agreement.

4.17 No Cree Category I lands will be flooded or used for a new road or for a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. There exists a possibility that certain Category II lands may be flooded or used for a new road or a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. It is understood that the use of Category II lands for such purposes will be avoided as much as possible and, should such lands nevertheless be so required, they will be replaced.

4.18 Québec agrees to discuss with the Cree Bands of Waskaganish, Waswanipi and Nemaska a revised land selection for their Cree Category I lands forthwith upon the receipt by the proponent of all required authorizations to proceed with the construction of the Eastmain 1-A/Rupert Project thus resulting in the definitive abandonment of the Nottaway, Broadback and Rupert (N.B.R.) Complex. This revision will concern the possible reconfiguration of these lands to take into account the abandonment of the N.B.R. Complex.

FULFILMENT OF CERTAIN PAST UNDERTAKINGS OF HYDRO-QUÉBEC

4.19 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have executed contemporaneously with this Agreement the Cree Employment Agreement (Eeyou Apatisiiwin Niskamon) relating to the employment of one hundred and fifty (150) Crees in permanent Hydro-Québec jobs as contemplated under subsection 11.2 of the La Grande (1986) Agreement.

4.20 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new Mercury Agreement.

4.21 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new agreement respecting the fulfilment of certain undertakings of Hydro-Québec towards the James Bay Crees and setting up an exchange table in order to improve relations between Hydro-Québec and the James Bay Crees.

CONNECTION OF WASKAGANISH AND WHAPMAGOOSTUI TO HYDRO-QUÉBEC NETWORK

4.22 The modalities relating to the connection by Hydro-Québec to its network of Waskaganish within five (5) years and of Whapmagoostui as soon as possible are set out in an agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement.

CHAPTER 5

MINING

GENERAL PRINCIPLES

5.1 Mining projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

5.2 Québec will facilitate and encourage agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to any future mining activities in the Territory, including exploration.

MINERAL EXPLORATION

5.3 Québec will promote and facilitate the participation of the James Bay Crees in mineral exploration activities in the Territory. In particular, Québec and the Crees will set up before April 1st, 2002 a Mineral Exploration Board which will be largely composed of Cree representatives but with some representation by Québec. This Board will benefit as of the 2001-02 Financial Year from the available regular program funding of Québec for such purposes presently set at three hundred thousand dollars ($300,000) per Financial Year. The main purposes of this Mineral Exploration Board will be to:

(a) assist the Crees in accessing mineral exploration opportunities;

(b) facilitate the development of mineral exploration activities by Cree Enterprises;

(c) facilitate and encourage the access by the Crees and Cree Enterprises to regular Québec program funding and other encouragements for mineral exploration activities;

(d) act as an entry mechanism for offers of services by Crees and Cree Enterprises in the field of mineral exploration.

CHAPTER 6

ECONOMIC AND COMMUNITY DEVELOPMENT

ASSUMPTION BY THE CREES OF CERTAIN JAMES BAY AND NORTHERN QUÉBEC AGREEMENT COMMITMENTS

6.1 For the period from April 1, 2002 to March 31, 2052, the Crees shall assume the obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

6.2 The assumption by the Crees of the obligations described in paragraph 6.3 of this Agreement for the period from April 1, 2002 to March 31, 2052 is made in consideration of the funding commitments of Québec under Chapter 7 of this Agreement and subject to the payment by Québec to the Crees through the Recipient of Funding of the annual payments provided for in Chapter 7 of this Agreement in accordance with the terms thereof.

6.3 The obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James contemplated by paragraphs 6.1 and 6.2 hereof relate to the following provisions of the James Bay and Northern Québec Agreement:

(a) Economic development:

— 28.5 and 24.3.24: Cree Trappers’ Association (operation, capital and programs);

— 28.6: Cree Outfitting and Tourism Association (operation);

— 28.7: Cree Native Arts and Crafts Association (operation and programs);

— 28.11.2 a): an Economic Development Agent per community;

— 28.12: assistance to Cree Entrepreneurs.

(b) Community development:

— 8.8.2: supply of electricity to isolated northern communities (by Hydro-Québec) in respect to Waskaganish and Whapmagoostui, subject to Hydro-Québec maintaining the current arrangements as to the supply of electricity to Whapmagoostui and subject to the connection by Hydro-Québec to the Hydro-Québec network of Waskaganish within five (5) years hereof and of Whapmagoostui as soon as possible as provided in section 4.22 of this Agreement;

— 8.14.2: encouragement by the Société d’énergie de la Baie James and Hydro-Québec of training programs for the Crees;

— 8.14.3: study by the Société d’énergie de la Baie James and Hydro-Québec of the implementation of a training program for the Crees;

— 28.9.1, 28.9.2, 28.9.5: training programs or facilities, offices, job recruitment and placement services;

— 28.11.1 a): community centre in each Cree community;

— 28.11.1 b): essential sanitation services in Cree communities;

— 28.11.1 c): fire protection including training, equipment and facilities;

— 28.11.2 b): community affairs services;

— 28.14: assistance for friendship centres outside communities;

— 28.16: construction of access roads for Eastmain, Wemindji and Waskaganish (but not the maintenance of these roads which will continue to be assumed by the governments).

6.4 The Crees shall carry out the obligations set forth in section 6.3 hereof in accordance with the applicable legislative and regulatory framework of general application such as following applicable construction codes and submitting projects to environmental and social impact assessment where applicable.

6.5 The provisions of this Agreement respecting the provisions of Sections 8 and 28 of the James Bay and Northern Québec Agreement described in section 6.3 hereof and the funding thereof do not affect nor are they intended to affect in any manner the obligations and commitments of Canada in the James Bay and Northern Québec Agreement including all those set out in Sections 8 and 28 thereof.

REPEAL OF SUB-SECTION 8.7 OF THE JAMES BAY AND NORTHERN QUÉBEC AGREEMENT

6.6 Sub-Section 8.7 of Section 8 of the James Bay and Northern Québec Agreement as amended by Complementary Agreement No. 4 (“Permanent Water Supply at the Eastmain Community”) shall be repealed through the Complementary Agreement attached as Schedule A hereof.

6.7 However, the following agreements shall continue to be in force and shall govern the parties to such agreements:

(a) the “Agreement on a Water Supply System in Eastmain” dated December 21st, 1998 and January 7th, 1999, between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band; and

(b) the “Agreement to Describe and Ratify the Groundwater Solution in Eastmain” dated August 2000, also between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band.

ACCESS ROADS

6.8 In regard to the last element of paragraph b of section 6.3 of this Agreement, it is acknowledged by the parties that the access roads contemplated in subsection 28.16 of the JBNQA have been constructed with the exception of the access road to Waskaganish which is still subject to certain construction works under the terms of the Framework Agreement and the Specific Agreement both dated March 19th, 1999. In the case of the Waskaganish access road, Québec will complete its undertakings under the said Framework Agreement and Specific Agreement.

6.9 For the purposes of the last element of paragraph b of section 6.3 of this Agreement, the maintenance of access roads includes minor and major repair works to access roads.

MEMORANDUM OF UNDERSTANDING OF 1995 AND IMPLEMENTATION AGREEMENT OF 1998

6.10 Component 1 (economic and community development projects) of the Memorandum of Understanding of 1995 and of the 1998 Agreement on the Implementation of the Memorandum of Understanding, and all related or ensuing Contribution Agreements and Funding Agreements between the Cree Bands and Québec as well as all related or ensuing Tri-Party Agreements between various financial institutions, the James Bay Cree Projects Corporation Ltd. and Québec, will be completed as agreed upon between the parties.

6.11 Component 2 (programs and services for elderly and disabled persons) of the MOU of 1995 and of the Implementation Agreement of 1998 will be implemented within the framework of discussions under way between the ministère de la Santé et des Services sociaux and the Crees as of the date of coming into force of this Agreement.

6.12 The implementation mechanisms as well as component 3 (application of economic development programs), component 4 (natural resources) and component 5 (regional authorities) of the MOU of 1995 and of the Implementation Agreement of 1998 of the Memorandum of Understanding are repealed as of the coming into force of this Agreement.

DISCHARGE

6.13 Subject to the fulfilment by Québec of its undertakings under this Agreement, the Crees hereby give Québec, Hydro-Québec and SEBJ a full and complete discharge for the period of April 1st, 2002 to March 31st, 2052 with respect to the implementation by Québec, Hydro-Québec and SEBJ of the provisions of the James Bay and Northern Québec Agreement described in section 6.3 above and of the funding related thereto.

CHAPTER 7

FINANCIAL PROVISIONS

GENERAL PROVISIONS

7.1 For the period from April 1st, 2002 to March 31st, 2052, Québec shall pay to the Recipient of Funding, on behalf of the James Bay Crees, an annual amount so that the James Bay Crees may assume for that period the obligations of Québec, Hydro-Québec and la Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

7.2 The said annual payment from Québec shall be in the amounts determined pursuant to sections 7.3 to 7.14 hereof and shall be paid by Québec to the Recipient of Funding, which shall forthwith become the owner thereof.

FUNDING AMOUNTS AND INDEXATION FORMULA

7.3 This annual payment from Québec for the first three (3) Financial Years shall be as follows:

(a) for the 2002-2003 Financial Year: twenty-three million dollars ($23 million);

(b) for the 2003-2004 Financial Year: forty-six million dollars ($46 million);

(c) for the 2004-2005 Financial Year: seventy million dollars ($70 million).

7.4 For each subsequent Financial Year between April 1st, 2005 and March 31st, 2052, the annual payment from Québec shall be the greater of the two (2) following amounts

(a) seventy million dollars ($70 million); or

(b) an amount corresponding to the indexed value of the amount of seventy million dollars ($70 million) as of the 2005-2006 Financial Year in accordance with the formula described herein that reflects the evolution of the value of hydroelectric production, mining exploitation production and forestry harvest production in the Territory.

7.5 An indexation factor will be determined for each Financial Year by comparing to a reference Base established in conformity with section 7.6 the average yearly value of hydroelectric production, mining exploitation and forestry harvest in the Territory in the five year period (moving average) ending on December 31st of the calendar year which precedes the Financial Year for which the indexation factor should apply. This indexation factor will be applied to the basic amount of seventy million dollars ($70 million) in order to determine an indexed value for the payment to be made for that Financial Year. The basic formula to calculate the indexed value of seventy million dollars ($70 million) is as follows:

7.6 The reference Base in the formula set out in section 7.5 is established as follows. The sum value of production in the hydroelectric, forestry and mining sectors is first determined for the fixed reference period from January 1st, 1999 to December 31st, 2003. From this sum is deducted the yearly maximum production value (calendar year) and the yearly minimum production value (calendar year) for that same reference period. The average of the resultant three year period will serve as the Base reference value for the indexation formula applicable to each Financial Year. The following formula illustrates this calculation:

Where:

(a) Production represents the total value of hydroelectric production, mining exploitation and forestry harvest in the Territory for the fixed period of January 1st, 1999 to December 31st, 2003;

(b) Production t = PHydroelectricity t + PForestry t + PMining t.

7.7 For the purposes of sections 7.5 and 7.6:

(a) PHydroelectricity represents the total value of hydroelectric production in the Territory in a calendar year and determined in accordance with the actual production as measured by Hydro-Québec or its successors at each of its power plants or generating facilities operating in the Territory and priced according to the average sale price of electricity (domestic and export) in Canada and the United States of America realized by Hydro-Québec for that calendar year.

For these purposes:

For each calendar year, hydroelectric production volume shall be the sum of the volumes measured by the generator meter readings at each of the concerned power plants less the sum of station service meter readings. The resultant Production Net of Station Services Consumption shall be the applicable production volume subject to the average price.

The average price applicable shall be determined as the Total Revenue from all sales of electricity in Canada and the United States of America in the concerned calendar year divided by the Total Sales of electricity (in volume) in Canada and the United States of America in that same year.

(b) PMining represents the sum of the total value of mining exploitation extraction shipments in a calendar year for each mine operating in the Territory as reported to le Gouvernement du Québec for the purposes of mining royalties. The shipment values are established by determining the actual shipment quantities or volumes priced according to the actual prices realized by the producers for the product extracted.

(c) PForestry represents the sum of the total value of all unprocessed wood shipments harvested from the Territory in a calendar year and determined by the actual shipment volumes for the Territory for that year priced according to the average price for Québec unprocessed wood shipments (public and private forestry) for the relevant calendar year.

The unprocessed wood shipment volumes for a calendar year shall be determined by le Gouvernement du Québec by reference to the forestry register. The average price for Québec shipments in a calendar year shall be determined by dividing the total value of unprocessed wood shipments for all of Québec for that year, as reported by Statistics Canada, by the total volumes of wood harvested in Québec in that year.

7.8 An indexation factor will be derived in accordance with the formula set out in section 7.5 by dividing by the reference Base established pursuant to section 7.6 the average annual production value of the five (5) calendar year period ending on December 31st of the calendar year preceding the Financial Year for which the indexation factor applies. An indexation factor will be derived for each Financial Year in accordance with the average annual production values of the successive five (5) year periods (moving average). It is understood that the Base is fixed since it refers to the reference period of January 1st, 1999 to December 31st, 2003.

7.9 In further accordance with the formula set out in section 7.5, the indexation factor resulting from the calculation described in section 7.8 will be thereafter multiplied by the base amount of seventy million dollars ($70 million) in order to calculate the annual payment from Québec for the Financial Year for which the calculation of the indexed value is performed.

7.10 To illustrate, for the first Financial Year of indexation, that is, the 2005-2006 Financial Year, the payment will be calculated as follows if the amount of the payment exceeds seventy million dollars ($70 million):

ESTIMATES, REVISIONS AND ADJUSTMENTS

7.11 Before December 31st of each year, Québec shall prepare an estimate of the indexed amount for the subsequent Financial Year based on the best information then available concerning production volumes and prices in each of the concerned sectors (hydroelectricity, mining and forestry). At this same date, Québec will revise its prior estimates for the indexed amounts paid for the current Financial Year and for the previous Financial Years taking into account the real production volumes data and price data then available for each of these sectors. This estimate and these revisions will be the subject of discussions with the Recipient of Funding during the month of December of each year.

7.12 The estimated data will be replaced as soon as real data are available for each concerned sector (hydroelectricity, mining and forestry). These replacements of data will be carried out as the real data become available for each of the concerned sectors.

7.13 In the case where the replacement of estimated data by real data results in a readjustment of the indexation factor for one or more given Financial Years with a consequential revision of the annual payment for this or these Financial Years, the payment for the Financial Year which follows immediately the revision will be adjusted by an equivalent amount in order to fully reflect the required retroactive payment or withholding for each of the concerned Financial Years.

7.14 The annual payment for a given Financial Year shall be definitive and shall no longer be the object of revisions three (3) years after all the estimated data for this Financial Year will have been replaced by the available real data.

AUDIT

7.15 At the latest December 31st of each year, Québec will provide a written notice to the Recipient of Funding of its estimate of its annual payment for the subsequent Financial Year and of all its revised estimates of annual payments for the current and previous Financial Years. This notice will include detailed explanations and base reference documentation as to the method and data used to make this estimate and these revisions.

7.16 The Recipient of Funding may proceed to audit the indexed value of any payment in any Financial Year. Such an audit may be carried out once a year at the discretion of the Recipient of Funding and may concern the current Financial Year or any or all of the five (5) Financial Years preceding the audit. Québec shall facilitate such audit by providing access by the auditors to all the data and calculations and other information reasonably required to carry out the audit subject to, when appropriate, reasonable confidentiality undertakings from the auditors.

7.17 In the event that Québec and the Recipient of Funding do not agree on a final determination as to Québec’s annual payment for a given Financial Year, the matter may be submitted to the dispute resolution mechanisms set out in this Agreement.

QUARTERLY INSTALMENTS

7.18 The annual payment from Québec for each Financial Year will be paid to the Recipient of Funding in four (4) equal instalments on the first Business Day of the months of April, July, October and January of that Financial Year. These instalments shall be made by means of direct electronic banking transfer to the account designated for this purpose by the Recipient of Funding or by any other means acceptable to both Québec and to the Recipient of Funding.

7.19 Should any instalment of the annual payment from Québec not be paid in full at the appropriate date, the amount outstanding shall bear interest at an annual rate determined on a daily basis and equal to the average prime rate of the chartered banks operating in Québec.

TAXATION AND SEIZURE EXEMPTIONS

7.20 The annual payment from Québec will be exempt from any form of taxation, charge, fee or levy by Québec and will not be subject to privilege, hypothec or any other charge, or to attachment, levy or seizure.

RECIPIENT OF FUNDING

7.21 The Crees, acting through the Recipient of Funding, will use this annual payment from Québec for the economic and community development of the Crees in accordance with the priorities and means which the Crees, acting through the Recipient of Funding, shall deem appropriate, including support for Cree traditional activities and the possible creation of a Heritage Fund for the benefit of the James Bay Crees and Cree Bands.

7.22 For these purposes, the Recipient of Funding may allocate or distribute the annual payment from Québec and any revenues derived therefrom at its discretion and for a specific purpose or for general purposes to any Cree Enterprise, any Cree Band or to any trust, foundation or fund whose beneficiaries include Crees or Cree Bands or Cree Enterprises or any combination thereof.

ANNUAL REPORTS

7.23 The Recipient of Funding shall submit to Québec on an annual basis, in the six (6) months following the close of each Financial Year, an annual report and audited financial statements, describing its activities and the use of the annual payment from Québec.

7.24 If this annual report and these audited financial statements are not submitted by the Recipient of Funding within this time frame, Québec may submit the matter to the dispute resolution mechanisms set out in this Agreement and, failing resolution through this means, may seek a court order allowing it to suspend subsequent payments pending the submission of said annual report and audited financial statements. The suspended payments will however be re-instituted retroactively, without interest, as soon as these report and audited financial statements have been submitted by the Recipient of Funding.

CAPITAL PAYMENTS

7.25 The annual payments from Québec constitute capital payments paid to the benefit of the James Bay Crees and Cree Bands pursuant to the JBNQA for community and economic development purposes.

CHAPTER 8

CREE DEVELOPMENT CORPORATION

CREATION OF CREE DEVELOPMENT CORPORATION

8.1 There shall be established by legislation of the National Assembly a Cree Development Corporation (the “CDC”) in accordance with the terms set out in this Chapter. Québec will endeavour to have this legislation adopted during the course of the 2002 calendar year and in force during the course of the 2003 calendar year.

8.2 The CDC will be an autonomous corporation.

8.3 The CDC will be a corporation within the meaning of the Québec Civil Code, with the general powers of such a corporation and the special powers provided for in this Chapter. The CDC will also be a joint stock corporation governed by Part II of the Companies Act (chapter C-38) with such modifications as are consistent with its objects and mandates.

8.4 Its shareholder shall be the Cree Regional Authority.

BOARD OF DIRECTORS

8.5 The CDC will be managed by a board of directors composed of eleven (11) members appointed as provided as follows.

8.6 Five (5) members of the board of directors of the CDC will be appointed by the Cree Regional Authority. Five (5) members of the board of directors will be appointed by Québec. The Chairperson of the CDC shall be appointed among the Crees by the Cree Regional Authority after consultation with Québec on this matter in order to attempt to appoint a Chairperson who is mutually acceptable.

8.7 The directors of the CDC appointed by Québec shall have one (1) vote each on the board of directors and the directors appointed by the Cree Regional Authority, including the Chairperson, shall each have two (2) votes on the board of directors. Dissidences will be recorded in the minutes of the meetings of the directors when requested by a director.

8.8 The number of directors to the CDC may be increased with the consent of the Cree Regional Authority and Québec insofar as the control of the CDC remains in the hands of its directors appointed by the Cree Regional Authority.

8.9 The fees and expenses of the members of the board of directors of the CDC will be assumed by the party which appoints them. The other operating expenses of the CDC shall be assumed by the corporation.

OBJECTS AND POWERS

8.10 The CDC will be dedicated to the economic and community development of the James Bay Crees. The CDC will act as a modern development organization with the mandate of:

(a) supporting the long-term development of each Cree community;

(b) developing an original Cree expertise in the field of economic development and the management of development funds;

(c) promoting and accelerating job creation for the Crees on the Territory;

(d) making the Crees active partners of Québec in the economic development of the Territory;

(e) assisting, promoting and encouraging the creation, diversification or development of businesses, resources, properties and industries with a view to stimulating economic opportunities for Crees and contributing to their general economic well-being.

8.11 The CDC will facilitate the establishment of partnerships between the Crees and Québec as well as with public and private enterprises for the carrying out of development activities on the Territory.

8.12 The initiatives the CDC will be authorized to carry out will include:

(a) investing in any undertakings in order to create, maintain or protect jobs for James Bay Crees;

(b) promoting the training of James Bay Crees in economic matters and enable them to increase their influence on the economic development of the Crees and of Québec;

(c) stimulating the economy of the James Bay Crees by making strategic investments that will be of benefit to Cree Enterprises and Cree workers;

(d) promoting the development of Cree Enterprises by inviting individuals, institutions, governments and corporations to participate in that development by subscribing shares of Funds that it may set up for such specific or general purposes;

(e) the possibility of offering financial products deemed appropriate according to the projects involved, such as loans with or without guarantees, acquisition of financial interests through acquisition of shares, bonds or other securities, grants, loan guarantees and other financial products;

(f) the possibility of earmarking a portion of its resources for the carrying out of social or community development projects such as housing (loans or grants);

(g) managing funds, assets, programs or activities at the request of the Cree Regional Authority, Québec or Canada;

(h) any other initiative of any nature and deemed useful to its objects by its board of directors.

FUNDING

8.13 The funding made available to the CDC may be provided to it by the Recipient of Funding in the amount and on the dates determined by the Recipient of Funding, as well as progressively, by the financial yields resulting from CDC activities. The Recipient of Funding may provide funding to the CDC through any means the Recipient of Funding deems appropriate including interest or non-interest bearing secured or unsecured loans, convertible or non-convertible debentures, subscription of capital or in any combination thereof.

HEAD OFFICE

8.14 The corporate seat of the CDC shall be located on Cree Category IA lands. The CDC may also have offices and branches elsewhere.

DISSOLUTION OF THE JAMES BAY NATIVE DEVELOPMENT CORPORATION

8.15 The provisions of paragraphs 28.2.1 to 28.2.6, of paragraphs 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement are repealed through the Complementary Agreement No. 14 attached as Schedule A and replaced therein by the provisions as set out in the said Complementary Agreement.

8.16 The Act respecting the James Bay Native Development Corporation (chapter S-9.1) will be repealed by the act creating the CDC. The James Bay Native Development Corporation will thus be dissolved by this legislation and its assets, including all shares and interests it holds in other corporations, will be transferred to the CDC. The CDC will be the legal successor to the James Bay Native Development Corporation. The ordinary and Class A shares of the James Bay Native Development Corporation will be cancelled without payment of any compensation and without need to pay any amount of any nature whatsoever to any one of its shareholders from its assets or otherwise.

8.17 Upon the coming into force of the said Complementary Agreement and the adoption of the legislation creating the CDC, the James Bay Crees hereby discharge Québec in relation to the James Bay Native Development Corporation and the provisions of paragraphs 28.2.1 to 28.2.6 and of 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement as they read prior to the coming into force of the Complementary Agreement.

CHAPTER 9

LEGAL PROCEEDINGS

9.1 The parties to this Agreement maintain their respective legal positions regarding the JBNQA and its interpretation and their powers and rights.

9.2 Nevertheless, the parties expect and intend that this Agreement shall chart the course towards mutually satisfactory resolution of disputes and that recourse will only be had to the Courts as a last resort.

9.3 The parties agree to take the required measures to bring an end to the pending litigation between them or in which they are involved to the maximum extent possible and so pave the way to a new era of cooperation.

9.4 The parties specifically acknowledge that certain of the legal proceedings of the Crees will continue as against the Federal Government. However, the Crees agree that they will attempt to avoid any negative impact on their relation with Québec as a result of the continuance of the legal proceedings in which the Attorney General of Canada is Defendant.

9.5 In order to meet the purposes of this Agreement and to facilitate the renewed relationship referred to herein, the parties undertake to take the measures set forth in this Chapter in respect to the following list of litigations:

(a) Mario Lord et al. v. The Attorney General of Québec et al., S.C.M. 500-05-043203-981 (the Lord proceedings);

(b) Chief John Kitchen et al. v. The Honourable Paul Bégin et al., S.C.M. 500-05-052483-995 (the Kitchen proceedings);

(c) Grand Chief Ted Moses et al. v. The Attorney General of Québec, S.C.M. 500-05-065449-017 (the Moses proceedings);

(d) Grand Chief Matthew Coon Come et al. v. Hydro-Québec, the Attorney General of Québec and the Attorney General of Canada, S.C.M. 500-05-004330-906 (the Coon-Come #1 proceedings);

(e) Grand Chief Matthew Coon Come et al. v. The Attorney General of Québec and the Attorney General of Canada et al., S.C.M. 500-05-027984-960 (the Coon-Come #2 proceedings);

(f) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. The Attorney General of Québec, S.C.M. 500-05-017463-934 (the Bosum Superior Court proceedings);

(g) Chief Kenneth Gilpin et al. v. Hydro-Québec, The Attorney General of Québec and the Honourable Pierre Paradis, S.C.M. 500-05-011892-922 (the Gilpin proceedings);

(h) The Grand Council of the Crees (of Québec) et al. v. le Procureur général du Québec et al., S.C.M. 500-05-011243-803 (1980 GCCQ Health proceedings);

(i) The Grand Council of the Crees (of Québec) et al. v. The Attorney General of Québec et al., S.C.M. 500-05-001440-807 (the GCCQ Air Transport proceedings);

(j) Tawich Development Corporation v. Deputy Minister of Revenue of Québec, C.Q.M. 500-02-012845-926, 500-02-019379-945, 500-02-012499-955; Q.C.A. 500-09-004495-974; S.C.C. 28033 (the Tawich proceedings);

(k) Société de conservation du Saguenay Lac St-Jean et Société de protection des forêts contre le feu v. Corporation foncière de Mistassini et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000007-922 (Mistassini Fire Protection proceedings);

(l) Société de conservation du Nord-Ouest et la Société de protection des forêts contre le feu v. Corporation foncière de Waswanipi et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000021-923 (Waswanipi Fire Protection proceedings);

(m) Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C.

T-962-89 (Federal Court Coon Come proceedings);

(n) The Cree Nation et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-1913-90 (Federal Court Forestry proceedings);

(o) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. Her Majesty the Queen in Right of Canada, F.C.C. T-3007-93 (Federal Court Bosum proceedings);

(p) Cree School Board, Grand Council of the Crees (Eeyou Istchee), Cree Regional Authority et al. v. The Minister of Education of Quebec et al., S.C.M. 500-05-02496-962; Q.A.C. 500-09-006311-989; 500-09-006312-987 (the Cree education proceedings).

9.6 The Lord proceedings shall be discontinued by the Cree parties without costs as against the Attorney General of Québec, the Provincial Administrator under Section 22 of the JBNQA, the Honourable Paul Bégin, and the Honourable Guy Chevrette. Québec accepts that this discontinuance shall be made without costs to any of these parties.

9.7 The Cree parties to the Lord proceedings will offer a discontinuance without costs to the other parties to the Lord proceedings. The Lord proceedings will be discontinued without costs to the Cree parties and to any Defendant in the Lord proceedings not referred to in section 9.6 accepting such a discontinuance without costs. Québec shall facilitate the proposed discontinuance without costs.

9.8 Should any of the Defendants in the Lord proceedings refuse the proposed discontinuance without costs, the Cree parties to the Lord proceedings and Québec will jointly apply to the Superior Court to declare the proceedings to have been discontinued without costs to any of the parties to such proceedings.

9.9 The Kitchen proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs in regard to all Defendants. The mis-en-cause shall be offered a discontinuance without costs as against it and Québec undertakes to facilitate such discontinuance without costs. The provisions of sections 9.7 and 9.8 shall apply mutatis mutandis to the mis-en-cause.

9.10 The Moses proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs.

9.11 The Coon Come #1 and #2 proceedings shall be discontinued, without costs, by the Cree parties hereto as against Québec in respect to all allegations and conclusions except those relating to Sections 11B, 14, 18 and 19 of the JBNQA. Québec accepts such partial discontinuance without costs.

9.12 In respect to the allegations and conclusions of the Coon Come #1 and #2 proceedings relating to Sections 11B, 14, 18 and 19 of the JBNQA, the Cree parties to the proceedings and Québec agree to suspend the proceedings against Québec until December 31, 2006 in order to facilitate the resolution of the issues in respect to these Sections. Québec renounces to any right respecting any ensuing delays and shall not apply for peremption of suit.

9.13 Forthwith upon the execution of this agreement and until December 31, 2006, at the latest, the James Bay Crees and Québec shall negotiate to resolve the issues relating to Sections 11B, 18 and 19 of the JBNQA under the aegis of the Standing Liaison Committee and those issues related to Section 14 under the aegis of the existing MSSS - Cree Table. The framework for the resolution of issues relating to section 19 of the JBNQA is set out in sections 10.11 to 10.16 of this Agreement.

9.14 Upon the resolution of the issues relating to any one of Sections 11B, 14, 18 and 19 of the JBNQA pursuant to the process contemplated by section 9.13, the remainder of the Coon Come #1 and #2 proceedings as against Québec relating to any resolved Section of the JBNQA shall be discontinued by the Cree parties thereto without costs. Québec undertakes to accept the discontinuance, without costs, of the remainder of the Coon Come #1 and #2 proceedings then pending against Québec so resolved.

9.15 The Coon Come #1 and #2 proceedings shall also be partially discontinued by the Cree parties thereto without costs as against or in favour of Defendants Hydro-Québec and SEBJ in consideration of and subject to the agreements between the Crees, Hydro-Québec and SEBJ referred to in sections 4.19 to 4.21 hereof. The terms of this partial discontinuance and the list of issues which remain to be resolved are set out in a separate agreement between the CRA, Hydro-Québec and the SEBJ.

9.16 The Coon Come #2 proceedings shall be discontinued by the Cree parties in regard to the SDBJ without costs to any of the parties to such litigation. Québec will ensure that the SDBJ will accept such discontinuance without costs. The Federal Court Coon Come proceeding will be amended by the Cree parties in order to no longer refer therein to the SDBJ.

9.17 The Coon Come #1 and #2 proceedings, the Federal Court Coon Come proceedings and the Federal Court Bosum proceedings may continue as against the Attorney General of Canada (AGC) except that the Cree parties shall no longer invoke their allegations as particularized and conclusions relating to breaches by the AGC of its trust and fiduciary obligations:

(a) in relation to any breaches by Québec of its obligations under the JBNQA and other agreements, undertakings and commitments;

(b) in relation to any breaches pertaining to the lands and natural resources in Québec.

9.18 There may be a final judgment condemning Canada to pay amounts to Plaintiffs in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceeding or in the Federal Court Bosum proceedings and a contemporaneous or subsequent condemnation by final judgment against Québec, at the request of Canada, to pay the whole or part of such amounts to Canada or the Crees. This may arise as a result of an action in warranty or intervention or similar proceeding by Canada against Québec. In the event of an action in warranty by Canada against Québec, the Crees will participate in the response of the Attorney General of Québec in such proceedings by supporting the positions related to the limits of the action in warranty in consideration of the terms of the present Agreement. In the event of a condemnation consequent upon a judgment against Québec as a result of a final judgment in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceedings or in the Federal Court Bosum proceedings, the Cree parties undertake to indemnify Québec to the extent of any such monetary award against Québec. However, any indemnification to Québec hereunder shall in no case exceed the total amount of any monetary award in favour of the Cree parties in virtue of a final judgment in the Coon Come #1 or #2 proceedings, the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as the case may be. In the event of a direct condemnation against Québec in favor of the Crees within the framework of such action in warranty by Canada, the Crees will produce to the Court a declaration of satisfaction of such judgement in favor of Québec without pursing the execution of such judgement and in consideration of the present Agreement.

9.19 For greater certainty, this Agreement shall not affect or be deemed to affect the continuation of the Coon Come #1 and #2 proceedings or the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as against the AGC in respect to:

(a) breaches by the AGC of its obligations under the JBNQA and the James Bay and Northern Québec Native Claims Settlement Act and under the agreements, undertakings and commitments described in Schedule B of the Coon Come #2 proceedings, whether such obligations are particular or distinct to the AGC or joint obligations with Québec where Canada’s share is only sought;

(b) breaches by the AGC of the rights of plaintiffs outside of Québec as well as breaches by the AGC of the treaty rights of plaintiffs outside of Québec;

(c) aboriginal rights and title of the Cree plaintiffs outside of Québec;

(d) subject to section 9.17, breaches by the AGC of its common law trust and fiduciary obligations to the James Bay Cree;

(e) subject to section 9.17, breaches by the AGC of the treaty relationship between the James Bay Crees and the federal Crown;

(f) breaches by the AGC of its obligations to the Crees under the Constitution of Canada and any federal legislation;

(g) any other issues which are not incompatible with the provisions of this Agreement.

9.20 The elements of the Bosum Superior Court proceedings pertaining to natural resources development shall be discontinued as against Québec, by the Cree parties, without costs to any parties. Québec accepts that the discontinuance shall be made without costs.

9.21 The other elements of the Bosum Superior Court proceedings shall be suspended until December 31, 2006 and dealt with in the framework contemplated by section 10.4.

9.22 The Gilpin proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties. Québec accepts such discontinuance without costs for itself and the Honourable Pierre Paradis and ensures that Hydro-Québec will also accept a discontinuance as against Hydro-Québec without costs to any of the parties to such proceedings.

9.23 The 1980 GCCQ Health proceedings shall be suspended until March 31st, 2005 and dealt with in accordance with the provisions of sections 9.12 to 9.14.

9.24 Notwithstanding section 9.23, the 1980 GCCQ Health proceedings may be continued by the Cree individuals with claims, at their option, and the proceedings may also be severed. The individual parties may also elect to have their claims dealt with in the negotiations contemplated by section 9.13 of this Agreement.

9.25 The GCCQ Air Transport proceedings shall be discontinued by the Cree parties thereto without costs as against Québec and l’Honorable Denis de Belleval then Ministre des Transports du Québec. Québec accepts such discontinuance as against it and that Minister without costs. The Cree parties shall offer to the Defendants which remain and the mis-en-cause, a discontinuance without costs. In the event that such discontinuance is accepted by those parties, the entire GCCQ Air Transport proceedings shall be discontinued without costs forthwith upon such acceptance.

9.26 The Tawich proceedings pending before the Supreme Court of Canada shall be discontinued without costs in all the Courts. Québec accepts such discontinuance without costs.

9.27 The discontinuance of the Tawich proceedings provided for in section 9.26 shall be subject to an agreement between the parties to this Agreement in relation to resulting past financial liability of certain development corporations in respect to taxes on paid-up capital.

9.28 Québec ensures that the Société de protection des forêts contre le feu (SOPFEU) will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert for the period prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.29 Québec will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.30 For the period subsequent to March 31st, 2002, the Mistissini Landholding Corporation or any entity designated by the Cree Nation of Mistissini will assume the applicable forest fire protection fees assessed for Mistissini Category IB lands as provided for in the Forest Act and regulations thereunder and the by-laws of SOPFEU. For the period subsequent to March 31st, 2002, the Waswanipi Landholding Corporation or any entity designated by the Cree Nation of Waswanipi will assume the applicable forest fire protection fees assessed for Waswanipi Category IB lands as provided for in by the Forest Act and regulations thereunder and the by-laws of SOPFEU.

9.31 It is acknowledged that the Federal Court Forestry proceedings relate to federal environmental impact assessment and review of certain forestry operations and constitute legal proceedings concerning forestry. Consequently, the Cree parties to the proceedings shall offer to Her Majesty the Queen in Right of Canada, Defendant Ministers and Defendant Federal Administrator a discontinuance without costs of these proceedings. Should such discontinuance without costs be accepted by those Defendants, the Cree parties to the Federal Court Forestry proceedings shall discontinue the proceedings without costs upon such acceptance.

9.32 The Cree parties shall also offer the mis-en-cause Domtar Inc. a discontinuance without costs in the Federal Court Forestry proceedings. Should mis-en-cause Domtar Inc. accept such a discontinuance without costs, the Federal Court Forestry proceedings shall be discontinued as against it.

9.33 It is specifically confirmed that the allegations and conclusions of the Coon Come #1 and #2 proceedings concerning the recognition of land designated as Block D as part of Category IA land will be fully and completely settled by the Cree parties in consideration of and subject to the terms of section 10.1 and of Schedule D hereof.

9.34 Québec will not appeal before the Supreme Court of Canada the Cree education proceedings and will not intervene in this case should Canada appeal it. The parties agree that the general funding framework of Cree education entitled `Funding Rules for Operations and Investment Grants: Terms of Reference for the Purposes of the Approval of the Cree School Board Budget´ will continue to be established according to the budgetary rules currently agreed to between them and will be updated by the parties in 2004 and periodically thereafter to take into account changes in the needs of the Cree School Board, the whole subject to the already agreed to discussions on the future funding of adult education.

9.35 Subject to the terms of this Chapter, the James Bay Crees undertake not to institute other legal proceedings in respect to the past implementation by Québec, Hydro-Québec, SEBJ, or SDBJ of the JBNQA and the Forest Act. For the purposes hereof the period comprising the past implementation of the JBNQA and the Forest Act constitutes the period between the date of signature of the JBNQA and the date of signature of this Agreement.

9.36 The provisions of this Agreement do not affect the rights and recourses of the Crees and of Crees individuals resulting from contaminants (such as mercury or other metals and substances) arising from the development of the Territory.

9.37 The James Bay Crees and Québec undertake that within the six months which follow the execution of the present Agreement, they will cause to be filed in the records of the Courts the documents necessary to give effect to the discontinuances and other measures contemplated by this Chapter.

CHAPTER 10

OTHER PROVISIONS

BLOCK D

10.1 Québec and the Crees confirm the settlement of their differences concerning the Chisasibi “Block D” lands. The terms of this settlement are set out in Schedule D hereof.

MODIFICATIONS TO THE CREE TRAPPERS’ ASSOCIATION AND THE CREE OUTFITTING AND TOURISM ASSOCIATION AGREEMENTS

10.2 The “Agreement Regarding the Cree Trappers’ Association” between Québec, the Cree Trappers’ Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000 and January 9th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

10.3 The “Agreement Regarding the Cree Outfitting and Tourism Association” between Québec, the Cree Outfitting and Tourism Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000, January 9th, 2001 and January 18th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

LAND TRANSFER BETWEEN MISTISSINI AND OUJÉ-BOUGOUMOU

10.4 The parties agree to allow the definitive settlement of the transfer of lands between Oujé-Bougoumou and Mistissini and of the “Abel Bosum” proceedings in regard to Québec in conformity with the framework set out in Schedule G.

PROVINCIAL SHARE OF OPERATING COSTS OF ENVIRONMENTAL COMMITTEES

10.5 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s shares of the funding for the regular and normal secretariat services of the James Bay Advisory Committee on the Environment and of the Evaluating Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) Canada must fund the said secretariat services equally with Québec. Thus, the Cree Regional Authority’s contribution thereto will be a portion of Québec’s share of the funding of these secretariat services (i.e. a maximum of 25% of the costs of the regular and normal secretariat services);

(b) the level of the Cree Regional Authority’s contribution for these secretariat services must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(c) the contribution of the Cree Regional Authority for these secretariat services will not include any costs for carrying out public hearings or public consultations should any of these Committees be called upon to carry out such public hearings or consultations;

(d) the contributions of the Cree Regional Authority for these secretariat services for the period of April 1st, 2002 to March 31st, 2007 are set out in a separate agreement between the parties;

(e) the Cree Regional Authority will have a voice in the selection of staff and in other matters affecting these secretariat services.

10.6 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s funding for the normal and regular staff of the Provincial Review Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) the level of the Cree Regional Authority’s contribution for the normal and regular staff of the Provincial Review Committee must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(b) the contribution of the Cree Regional Authority for such purposes will not include any costs for carrying out public hearings or public consultations nor the costs of any additional staff, expert advice or any reports related to large development projects such as (but not limited to) hydroelectric projects and mining exploitation projects;

(c) the contribution of the Cree Regional Authority for the normal and regular staff of the Provincial Review Committee for the period of April 1st, 2002 to March 31st, 2007 is set out in a separate agreement between the parties;

(d) the Cree Regional Authority will have an equal voice with Québec in the selection of staff and in other matters affecting these secretariat services.

FUNDING OF LOCAL CREE BENEFICIARY REGISTRATION SERVICES AND LOCAL ENVIRONMENTAL SERVICES

10.7 As of April 1st, 2002, the Cree Regional Authority will assume the funding undertakings of Québec towards Cree Bands set out in the following agreements related to local Cree beneficiary registration services and local environmental services under Québec’s responsibilities:

(a) section 4 of the “Contract of the Local Registration Officer” entered into by Québec and various Cree Bands in 1983, an example of which for the Cree Band of Chisasibi is attached as Schedule E;

(b) the Financial Provisions set out in sections 4 to 6 of the “Memorandum of Agreement between the Minister of the Environment and various Cree Bands” regarding funding of the Program for the local environment administrator, an example of which for the First Nation of Whapmagoostui dated December 22nd, 2000 and February 8th, 2001 is attached as Schedule F.

The future amounts of funding in this respect will be determined and assumed by the Cree Regional Authority until March 31st, 2052.

SOCIÉTÉ DE DÉVELOPPEMENT DE LA BAIE JAMES

10.8 The Société de développement de la Baie James will be instructed by Québec to encourage joint ventures and partnerships with Cree Enterprises in specific fields or activities including tourism, road maintenance, fuel distribution, mining exploration and exploitation, forestry exploitation, construction, transportation and other ventures. The Société de développement de la Baie James will further be instructed by Québec to encourage economic and community development initiatives by James Bay Crees and Cree Enterprises and to favour joint ventures and partnerships in these regards.

10.9 Québec ensures that the SDBJ will, forthwith upon the execution of this Agreement, enter into negotiations with the CRA. It is intended that these negotiations be completed by December 31, 2006 at the latest. These negotiations will address more particularly:

(a) the relations between the Crees and SDBJ;

(b) the concrete measures related to the implementation by the SDBJ of section 10.8 of this Agreement; and

(c) updating the Agreement dated November 11th, 1975 between SDBJ and the Grand Council of the Crees (Eeyou Istchee).

10.10 At the latest December 31st, 2003, Québec will appoint one member of the Board of Directors of the SDBJ from among the James Bay Crees and in consultation with the CRA.

POLICING SERVICES

10.11 The parties agree to the principle of a Complementary Agreement to the JBNQA modifying its sub-sections 19.1 and 19.2 in order to apply a new concept of Cree regional policing:

(a) responsible for local policing services for the Cree communities including certain specialized services (Cree Category IA lands and Cree Category IB lands); and

(b) assuming a role and responsibilities for policing services, in collaboration with the Sûreté du Québec, on Category II lands and on Category III lands contemplated by paragraph 22.1.6 of the JBNQA, the whole in accordance with arrangements which remain to be discussed between the Parties in consultation with the concerned police forces.

10.12 This Complementary Agreement will establish the number of Cree police officers according to a ratio of one (1) police officer for every two hundred and fifteen (215) Cree and non-Cree residents on Cree Category IA and IB lands. A total of sixty-five (65) police officers will be allocated upon the signature of the Complementary Agreement, for the duration of the tri-party and 5-year funding agreement to be concluded on Cree policing services. The review of the complement of police officers will thereafter take place every five (5) years, according to this ratio, provided however that the total of sixty-five (65) police officers will not be reduced by this review.

10.13 The funding for the Cree regional policing services will be assumed by the governments in accordance with the following formula: 52% assumed by Canada and 48% assumed by Québec.

10.14 The provisions of sections 10.11 to 10.13 will expire on December 31, 2006 unless before that date:

(a) a tripartite agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the terms and conditions of these modifications to sub-sections 19.1 and 19.2 of the JBNQA; and

(b) a funding agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the funding levels for the Cree regional policing services for the first five (5) years of its operations.

10.15 The parties agree that the date of December 31, 2006 is an ultimate date and they rather wish to reach the required agreements as soon as possible and ideally before March 31st, 2003.

10.16 As interim measures:

(a) Québec agrees to fund its share (48%) of eight (8) additional Cree police officers as of April 1st, 2002, in accordance with the terms and conditions set out in the Agreement concerning funding for local Cree policing services signed in December 1998 between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Québec and Canada but subject to funding by Canada (52%) for these purposes;

(b) the parties agree to seek an extension of the said Agreement concerning funding for local Cree policing services until the agreements set out in section 10.14 have been reached or, failing such agreements, until March 31st, 2005;

(c) Québec will provide to the CRA on April 1st, 2002 its share (48%) of an additional non-recurrent amount of one hundred fifty thousand dollars ($150,000) in order to fund equipment and training for the additional Cree police officers but subject to funding by Canada (52%) for these purposes. Québec will also provide to the CRA its share (48%) of an additional non-recurrent amount of two hundred fifty thousand dollars ($250,000) for such purposes when, as the case may be, the agreements set out in section 10.14 have been reached.

CONSERVATION OFFICERS

10.17 Québec will maintain its existing complement of Wildlife Conservation Officers in the Territory and it will train and hire the following additional Wildlife Conservation Officers by April 1st, 2003 in accordance with the following guidelines:

(a) two (2) full-time Wildlife Conservation Officers for the traditional territory of the Cree Nation of Chisasibi;

(b) two (2) half-time Wildlife Conservation Officers for each of the traditional territories of the other Cree Bands, for a total of eight (8) additional equivalent full-time Wildlife Conservation Officers;

(c) two (2) full-time Wildlife Conservation Officers assigned more particularly to the control of the territories adjacent to the construction sites of the EM 1 Project and of the Eastmain 1-A/Rupert Project. These agents will be subsequently assigned to the control of the Territory in accordance with the priorities determined in consultation with the Cree Regional Authority.

10.17.1 Québec undertakes to consolidate the half-time employment positions mentioned in section 10.17(b), at the latest by April 1 2017, by converting them to full-time employment positions.

In the case of positions occupied at the time of this conversion, the Wildlife Protection Officers may, however, choose to maintain the half-time status of their employment, to increase it to eight (8) months per year or to convert it to full-time employment.

10.18 By April 1st, 2004, Québec will train and appoint one interested Cree hunter and trapper (normally the Cree tallyman) for Cree traplines in the area of Cree primary interest under the meaning of section 24 of the JBNQA as an Auxiliary Wildlife Territorial Officer, for the primary purpose of improving the enforcement of hunting, fishing and trapping legislation and regulations within each concerned trapline. The number of such auxiliaries will be between thirty (30) to fifty (50).

10.19 Should the population of the Territory increase substantially over the duration of this Agreement, Québec will train and hire additional Wildlife Conservation Officers in order to ensure an adequate control of hunting, fishing and trapping activities in the Territory.

CHAPTER 11

STANDING LIAISON COMMITTEE

11.1 The parties hereby create a Standing Liaison Committee made up of an equal number of representatives designated by each party.

11.2 The Standing Liaison Committee comprises the representatives deemed useful by Québec (of which at least one of Administrator of State rank) in order to adequately carry out the mandate of the Committee. For at least the first three (3) years of its operations, the Secrétaire général associé du Secrétariat aux affaires autochtones and a representative designated by the Secrétaire général du Conseil exécutif will be members of the Committee.

11.3 The Standing Liaison Committee also comprises the Chief Representative of the Crees with Québec designated by the Cree Regional Authority as well as any other persons deemed useful by the Cree Regional Authority in order to adequately carry out the mandate of the Committee.

11.4 Normally, the representatives of each party at the Standing Liaison Committee will not exceed five (5) persons unless the representatives of the parties at this Committee agree otherwise. A representative on this committee may be occasionally substituted when the circumstances so require.

11.5 The Standing Liaison Committee will meet regularly.

11.6 The Standing Liaison Committee will have the following principal mandates:

(a) to act as a permanent forum of exchange and of coordination between the Crees and Québec in order to strengthen political, economic and social relations between Québec and the Crees;

(b) to ensure the harmonious implementation of and efficient follow-up of this Agreement and to resolve other questions pertaining to the implementation of the James Bay and Northern Québec Agreement;

(c) to act as a privileged forum between the Crees and Québec in order to find mutually acceptable solutions to disputes arising out of the interpretation or implementation of this Agreement or of the James Bay and Northern Québec Agreement when the mechanisms provided therein cannot resolve the dispute to the satisfaction of the parties;

(d) to address any other issue which is referred to the Committee under the terms of this Agreement or which may be mutually agreed to by the representatives of the parties on the Committee.

11.7 The mandate of the Standing Liaison Committee is not to substitute itself for existing committees or forums provided for in the JBNQA or elsewhere, but rather to act as a mechanism to resolve major disputes which have not been otherwise resolved.

11.8 The representatives of the parties on the Standing Liaison Committee will attempt in good faith to find appropriate and mutually acceptable solutions in regard to any subject raised with the Committee and they will strive in good faith to ensure the implementation of such solutions by the parties.

CHAPTER 12

SETTLEMENT OF DISPUTES

INTRODUCTION

12.1 Generally, the parties will endeavour to avoid recourse to the judicial system for the purposes of the interpretation and implementation of this Agreement as well as of the JBNQA. To this end, the parties agree to put in place a dispute resolution mechanism to ensure that recourse to courts or other forums only occurs as a last resort.

DEFINITION

12.2 For the purposes of this dispute resolution mechanism, a dispute is defined as any controversy, claim or disagreement arising out of the interpretation or implementation of the JBNQA or this Agreement and which is formally raised by any of the parties for these purposes.

PARTIES TO THE DISPUTE

12.3 The only parties authorized to bring disputes for resolution under the present dispute resolution mechanism are the following parties to the JBNQA, namely:

the “Native Party” as defined in Sub-section 1.11 of the JBNQA as regards the Crees, le Gouvernement du Québec, and with respect to disputes arising out of Chapter 8 of the JBNQA, in addition, the Société d’énergie de la Baie James and Hydro-Québec.

PROCEDURE TO BE FOLLOWED WITH RESPECT TO RESOLUTION OF DISPUTES

12.4 The parties will endeavour in good faith to settle the dispute through cooperation and consultation in order to arrive at a mutually satisfactory solution.

12.5 Failing resolution by the parties themselves, the dispute shall be referred for resolution to the Standing Liaison Committee established pursuant to the provisions of Chapter 11 of this Agreement.

12.6 Failing resolution by the Standing Liaison Committee, the dispute shall be referred to an independent and impartial third party for mediation as hereinafter set out:

(a) the mediator shall be chosen jointly by the parties, and failing agreement, by a Judge of the Superior Court, upon application to the court;

(b) the parties shall each submit to the mediator their views on the issue in dispute;

(c) the parties undertake that as a condition of the mediation process, to renounce to any prescription acquired and to agree that prescription (if applicable) of any right, claim or matter which is the subject of the dispute shall be interrupted and shall, if necessary, be specifically renounced from time to time until the mediator declares the mediation process to be at an end;

(d) the mediation process and all proceedings in connection therewith shall be and will remain confidential;

(e) the mediator shall not issue a report or make any recommendations unless authorized to do so by all the parties;

(f) any party may request that the mediator terminate the mediation process when there are reasonable and probable grounds to believe that, despite the best efforts of the parties acting in good faith, no settlement is likely to be reached in the dispute through mediation.

12.7 At any time during the course of the mediation process, the parties may agree to grant to the mediator the powers, authority and jurisdiction of an arbitrator, including those of an amiable compositeur, the whole within the meaning, and as set out in the Civil Code of Québec and the Code of Civil Procedure of Québec.

12.8 Each party will assume its expenses related to the mediation and half the expenses and fees of the mediator.

CHAPTER 13

FINAL PROVISIONS

13.1 The preamble and the Schedules to this Agreement form an integral part thereof.

13.2 This Agreement may be amended from time to time with the consent of Québec and of the Cree Regional Authority.

13.3 This Agreement shall come into force on the date of its signature by the Parties and shall end March 31st, 2052.

13.4 Not later than two (2) years before the expiry of this Agreement, the parties shall meet in order to discuss the possible extension or renewal of this Agreement.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED AT WASKAGANISH ON THIS 7TH DAY OF FEBRUARY 2002

FOR LE GOUVERNEMENT DU QUÉBEC:

________________________________________________________

BERNARD LANDRY,

Prime Minister

________________________________________________________

GILLES BARIL,

Minister of State for Natural Resources and Regions

Minister of Natural Resources

Minister of Regions

Minister responsible for the Development of Northern Québec

________________________________________________________

RÉMY TRUDEL,

Minister of State for Population and Native Affaires

Minister for Native Affairs

FOR THE GRAND COUNCIL OF THE CRIS (EEYOU ISTCHEE) AND THE CRI REGIONAL AUTHORITY:

________________________________________________________

TED MOSES,

Grand Chief of the Grand Council of the Crees (Eeyou Istchee)

Chairman of the Cree Regional Authority

________________________________________________________

EDWARD GILPIN,

Chief of the Eastmain Band

________________________________________________________

PAUL GULL,

Chief of the Waswanipi Band

O.C. 507-2002, Sch; O.C. 897-2004, s. 1 to 7; O.C. 679-2007, s. 1, 2 and amendment 5; S.Q. 2013, c. 19, s. 91; O.C. 1158-2019, ss. 1 and 5.

A reference to the Cree Regional Authority is a reference to the Cree Nation Governement (S.Q. 2013, c. 19, s. 91).

The boundaries of the Cree traplines within the Territory referred to in the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec and which shall be specified by the Cree Regional Authority on or before January 30th, 2004 shall be deemed to be the specified trapline boundaries referred to in section 3.7.2 of that Agreement and these boundaries will be used thereafter for the purposes of applying the adapted forestry regime.

Considering that certain parts of common areas overlap certain traplines situated north of the Territory referred to in Chapter 3 of the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec (north of the northern limit established by the Minister and made public on December 19, 2002), it is agreed that until the expiration of the transitional period ending March 31st, 2006 these parts of common areas will be treated by the Ministère des Ressources naturelles, de la Faune et des Parcs as if they were not part of the common areas.

2014-01-01

SCHEDULE

AGREEMENT CONCERNING A NEW RELATIONSHIP BETWEEN LE GOUVERNEMENT DU QUÉBEC AND THE CREES OF QUÉBEC

TABLE OF CONTENTS

Preamble .....

Chapter 1 - Definitions .....

Chapter 2 - General Provisions .....

Chapter 3 - Forestry .....

General Provisions .....

Territory of Application .....

Adaptations to and Evolution of the Forestry Regime .....

Modalities of the Adapted Forestry Regime .....

Implementation Mechanisms .....

Cree-Québec Forestry Board .....

Joint Working Groups .....

Funding ......

Effect of the Adapted Forestry Regime .....

Access to Forest Resources .....

Employment and Contracts .....

Muskuchii Territory .....

Firewood .....

Agreements with Forestry Enterprises .....

Conflict and Incompatibility .....

Schedule .....

Chapter 4 - Hydroelectricity .....

General Principles .....

Remedial Works, Employment and Contracts .....

EM 1 Project .....

Eastmain 1-A/Rupert Project .....

Fulfilment of Certain Past Undertakings of Hydro-Québec .....

Connection of Waskaganish and Whapmagoostui to Hydro-Québec .....

Network .....

Chapter 5 - Mining .....

General Principles .....

Remedial Works, Employment and Contracts .....

Mineral Exploration .....

Chapter 6 - Economic and Community Development .....

Assumption by the Crees of Certain James Bayand Northern .....

Québec Agreement Commitments .....

Repeal of Sub-section 8.7 of the James Bayand Northern .....

Québec Agreement .....

Access Roads .....

Memorandum of Understanding of 1995and Implementation Agreement of 1998 .....

Discharge .....

Chapter 7 - Financial Provisions .....

General Provisions .....

Funding Amounts and Indexation Formula .....

Estimates, Revisions and Adjustments .....

Audit .....

Quarterly Instalments .....

Taxation and Seizure Exemptions .....

Recipient of Funding .....

Annual Reports .....

Capital Payments .....

Chapter 8 - Cree Development Corporation .....

Creation of Cree Development Corporation .....

Board of Directors .....

Objects and Powers .....

Funding .....

Head Office .....

Dissolution of the James Bay Native Development .....

Corporation .....

Chapter 9 - Legal Proceedings .....

Chapter 10 - Other Provisions .....

Block D .....

Modifications to the Cree Trappers’ Association andthe Cree Outfitting and Tourism Association .....

Agreements .....

Land Transfer Between Mistissini and Oujé-Bougoumou .....

Provincial share of Operating Costs of Environmental Committees .....

Funding of Local Cree Beneficiary Registration .....

Services and Local Environmental Services .....

Société de développement de la Baie James .....

Policing services .....

Conservation officers .....

Chapter 11 - Standing Liaison Committee .....

Chapter 12 - Settlement of Disputes .....

Introduction .....

Definition .....

Parties to the Dispute .....

Procedure to Be Followed with Respect to .....

Resolution of .....

Disputes .....

Chapter 13 - Final Provisions .....

Schedule A - Text of Complementary Agreements No. 13 and 14 to the James Bay and Northern Québec Agreement .....

Schedule B - Non-Exhaustive List of Amended Legislation .....

Schedule C - Forestry .....

Schedule D - Terms of Settlement of Chisasibi “Block D” Lands .....

Schedule E - Contract of the Local Registration Officer (example) .....

Schedule F - Memorandum of Agreement Regarding Funding of the Program for the Local Environment Administrator (example) .....

Schedule G - Settlement Framework Related to the Transfer of Lands Between Mistissini and Oujé-Bougoumou .....

Schedule H - Financial Provisions Illustration .....

AGREEMENT CONCERNING A NEW RELATIONSHIP

BETWEEN:

LE GOUVERNEMENT DU QUÉBEC, represented here by Mr. Bernard Landry, Prime Minister of Québec, by Mr. Gilles Baril, Minister of State for Natural Resources and Regions, Minister of Natural Resources, Minister of Regions, Minister responsible for the Development of Northern Québec, and by Mr. Rémy Trudel, Minister of State for Population and Native Affairs, Minister for Native Affairs, herein designated “Québec”.

AND:

THE CREES OF QUÉBEC, acting through the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority, represented here by Mr. Ted Moses, Grand Chief and Chairman respectively, by Mr. Edward Gilpin, Chief of the Eastmain Band and by Mr. Paul Gull, Chief of the Waswanipi Band, hereinafter referred to as “the Crees”.

WHEREAS the parties enter hereby into a nation-to-nation Agreement which strengthens the political, economic and social relations between Québec and the Crees, and which is characterized by cooperation, partnership and mutual respect, while remaining based on the respective commitments of the parties under the James Bay and Northern Québec Agreement and providing for implementation measures in connection therewith;

WHEREAS this Agreement, concerning a global approach in favour of greater autonomy and greater responsibility on the part of the Crees for their development, will make possible an active and ongoing participation by the Crees in economic development activities on the James Bay Territory;

WHEREAS this Agreement is based on a development model which relies on the principles of sustainable development, partnership and respect for the traditional way of life of the Crees, as well as on a long-term economic development strategy, principles which are in conformity with the provisions of the James Bay and Northern Québec Agreement;

WHEREAS this Agreement promotes the emergence of a Cree expertise in the field of economic development, job creation, and economic spin-offs for the Crees and the population of Québec in general;

WHEREAS this Agreement does not contemplate and does not affect the obligations of Canada towards the Crees stipulated, among others, in the James Bay and Northern Québec Agreement.

THE PARTIES AGREE TO THE FOLLOWING:

CHAPTER 1

DEFINITIONS

For the purposes of this Agreement, and unless otherwise expressly provided or indicated by the context, the following words and phrases mean:

1.1 “Cree Regional Authority” or “CRA”: the public corporation duly constituted as such under Chapter 89 of the Statutes of Québec 1978, now R.S.Q., chapter A-6.1 (“Administration régionale crie” ou “ARC”).

1.2 “Financial Year”: the period between April 1st of a calendar year and March 31st of the subsequent calendar year (“Année financière”).

1.3 “Cree Entity”: the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority (including when acting through the Board of Compensation thereto), the James Bay Eeyou Corporation, the Opimiscow Companee, the Sakami Eeyou Corporation, the Oujé-Bougoumou Development Corporation, the Oujé-Bougoumou Eenouch Association, the Cree Trappers’ Association, the Cree Outfitting and Tourism Association, the Cree Native Arts and Crafts Association, the Cree Development Corporation, the Cree villages, the Cree landholding corporations, as well as any other Cree controlled corporation, enterprise or legal entity referred to in the James Bay and Northern Québec Agreement or created pursuant to the James Bay and Northern Québec Agreement, any Complementary Agreement thereto, or any other Agreement between Québec or Canada and any Cree Band, the Grand Council of the Crees (Eeyou Istchee) or the Cree Regional Authority (“Association crie”).

1.4 “Cree Bands”: the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Eastmain Band, the Waskaganish Band, the Nemaska Band, the Waswanipi Band and the Cree Nation of Mistissini, respectively constituted as corporations by the Cree-Naskapi (of Québec) Act, S.C. 1984, c. 18, as well as the collectivity of the Crees of Oujé-Bougoumou (“Bandes cries”).

1.5 “Forestry Board”: the Cree-Québec Forestry Board created pursuant to Chapter 3 of this Agreement (“Conseil Cris-Québec sur la foresterie”).

1.6 “James Bay and Northern Québec Agreement” or “JBNQA”: the Agreement approved, given effect and declared valid by the James Bay and Northern Québec Native Claims Settlement Act (Chapter 32 of the Statutes of Canada, 1976-77) and by the Act approving the Agreement concerning James Bay and Northern Québec (1976, c. 46) and as amended by certain Complementary Agreements (“Convention de la Baie James et du Nord québécois” ou “CBJNQ”).

1.7 “Crees of Oujé-Bougoumou”: the collectivity composed of persons identified as affiliated to the community known as Oujé-Bougoumou, and including persons enrolled or entitled to be enrolled as Cree beneficiaries under the James Bay and Northern Québec Agreement, and acting through the Oujé-Bougoumou Eenuch Association until such time as the Oujé-Bougoumou Band is constituted as a corporation under the Cree-Naskapi (of Québec) Act and, thereafter, the Oujé-Bougoumou Band (“Cris d’Oujé-Bougoumou”).

1.8 “Crees” or “James Bay Crees”: the persons eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the James Bay and Northern Québec Agreement, including the Crees of Oujé-Bougoumou (“Cris” ou “Cris de la Baie James”).

1.9 “Agreement on the Implementation of the Memorandum of Understanding” or “Implementation Agreement”: the Agreement on the Implementation of the Memorandum of Understanding of May 23, 1995 signed March 27, 1998 between Québec and the Grand Council of the Crees (Eeyou Istchee) (“Entente de mise en oeuvre du Protocole d’entente” ou “Entente de mise en oeuvre”).

1.10 “Cree Enterprise”: a Cree Band, or any Cree Entity, or any unincorporated business belonging to a James Bay Cree as well as any corporation in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted for the benefit of any one or more of the aforementioned, holds more than fifty per cent (50%) of the voting shares or a sufficient participation to appoint the majority of directors, as well as any partnership, joint venture, non-profit corporation or other enterprise or legal entity in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted to the benefit of any one or more of the aforementioned, holds directly or indirectly a controlling interest, as well as any affiliate controlled by any such corporation, partnership, joint venture, non-profit corporation or other enterprise or legal entity (“Entreprise crie”).

1.11 “Hydro-Québec”: the corporation duly incorporated under the Hydro-Québec Act (chapter H-5) (“Hydro-Québec”).

1.12 “Business Day”: a day on which banking activities can take place in Québec (“Jour ouvrable”).

1.13 “Le Complexe La Grande (1975)”: the hydroelectric development set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement as amended by Complementary Agreements Nos. 4, 7 and 11 (“Le Complexe La Grande (1975)”).

1.14 “Eastmain 1-A/Rupert Project”: the partial diversion of the Rupert River towards the Eastmain 1 reservoir and the reservoirs of LG-2, LG-2A and LG-1, with or without the addition of a new Eastmain 1-A powerhouse near the Eastmain 1 site, including an East-West access road from the existing Muskeg substation to the Eastmain 1 site, the whole in substantial conformity with the Cramoisie (2001) variant as described in the Boumhounan Agreement between Hydro-Québec and the Grand Council of the Crees (Eeyou Istchee) and the CRA (“Projet Eastmain 1-A/Rupert”).

1.15 “EM 1 Project”: the EM 1 project set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement (“Projet EM 1”).

1.16 “Memorandum of Understanding” or “MOU”: the Memorandum of Understanding of May 23, 1995 between Québec and the Crees (“Protocole d’Entente”).

1.17 “Québec”: le Gouvernement du Québec (“Québec”).

1.18 “Recipient of Funding”: a limited partnership or Québec resident trust which may be designated by the Grand Council of the Crees (Eeyou Istchee) before March 31st, 2002 in order to receive the annual payment of Québec set out in Chapter 7 of this Agreement in whole or in part or, failing such designation, the Cree Regional Authority. This designation may be modified by the Grand Council of the Crees (Eeyou Istchee) every five (5) years (“Récipiendaire du financement”).

1.19 “Cree Development Corporation” or “CDC”: the Cree Development Corporation referred to in Chapter 8 of this Agreement (“Société de développement crie” ou “SDC”).

1.20 “Société de développement de la Baie James” or “SDBJ”: the corporation established pursuant to the James Bay Region Development Act (chapter D-8) (“Société de développement de la Baie James” ou “SDBJ”).

1.21 “Société d’énergie de la Baie James” or “SEBJ”: the company contemplated by section 39.1 of the Hydro-Québec Act (R.S.Q. c. H-5) (“Société d’énergie de la Baie James” ou “SEBJ”).

1.22 “Cree Category IA lands”: the Category IA lands within the meaning of Section 5 of the JBNQA and subsection 2(1) of the Cree-Naskapi (of Québec) Act, S.C., 1984, c. 18 (“Terres cries de Catégorie IA”).

1.23 “Cree Category IB lands”: the Category IB lands and Special Category IB lands under the meaning of Section 5 of the JBNQA and of section 19 of the Act respecting the Land Regime in the James Bay and New Québec Territories (chapter R-13.1) (“Terres cries de Catégorie IB”).

1.24 “Territory”: the territory contemplated by the James Bay and Northern Québec Agreement. For the purposes of Chapter 3 of this Agreement, the “Territory” shall have the meaning set out in section 3.3 of this Agreement. For the purposes of Chapters 4, 5 and 7, the term “Territory” shall be the territory defined in subparagraph 22.1.6 of the JBNQA and the territories of the Mistissini and Whapmagoostui trapping areas located North of the 55th parallel as described in Schedule 1 of Section 24 of the JBNQA.

Nothing in this definition shall be interpreted as reducing, enlarging or otherwise affecting the territorial application of the rights of the Crees or of any other aboriginals under the terms of the JBNQA or otherwise. This definition is for the purposes of this Agreement and does not modify the definition of Territory provided in paragraph 22.1.6 of the JBNQA for the purposes of Section 22 of the JBNQA (“Territoire”).

CHAPTER 2

GENERAL PROVISIONS

2.1 Both the Cree Nation and the Québec Nation agree to place emphasis in their relations on those aspects that unite them as well as on their common desire to continue the development of Northern Québec and the self-fulfilment of the Cree Nation.

2.2 The Cree Nation must continue to benefit from its rich cultural heritage, its language and its traditional way of life in a context of growing modernization.

2.3 This Agreement marks an important stage in a new nation-to-nation relationship, one that is open, respectful of the other community and that promotes a greater responsibility on the part of the Cree Nation for its own development within the context of greater autonomy.

2.4 Québec will promote and facilitate the participation of the James Bay Crees in forestry, hydroelectricity and mining development in the Territory through partnerships, employment and contracts.

2.5 This Agreement has the following purposes:

(a) The establishment of a new nation-to-nation relationship, based on the common will of the parties to continue the development of the James Bay Territory and to seek the flourishing of the Crees and the Cree Nation within a context of growing modernization;

(b) The assumption of greater responsibility on the part of the Cree Nation in relation to its economic and community development and, in so doing, the achievement of increased autonomy with a greater capacity to respond, in partnership with Québec, to the needs of the Crees;

(c) The setting up of means in order to allow the parties to work together in regard to the development of mining, forestry and hydroelectric resources in the Territory for the period of application of this Agreement;

(d) The settlement, with discharges identified in this Agreement, for the period of application of this Agreement, of the provisions pertaining to the economic and community development of the Crees found in the provisions of the JBNQA identified in this Agreement (as amended as the case may be by Complementary Agreements thereto), including the nature, scope and implementation of Québec’s commitments in this respect;

(e) The definitive settlement or the withdrawal of the legal proceedings opposing the Crees, Québec and SDBJ in accordance with the provisions of the present Agreement and the establishment of a process to resolve the legal proceedings opposing the Crees, Hydro-Québec and the SEBJ;

(f) The consent of the Crees to the carrying out of the Eastmain 1-A/Rupert Project;

(g) To facilitate the construction of the EM 1 Project.

2.6 The parties agree to Complementary Agreements to the James Bay and Northern Québec Agreement, the texts of which are attached to this Agreement as Schedule A.

2.7 Québec undertakes to submit to and to recommend to the National Assembly the special legislation relating to this Agreement and the amendments to its laws of general or specific application in order to ensure their coherence with this Agreement and the attached Complementary Agreements. A non exhaustive list of laws so amended and a brief description of certain amendments are set out in Schedule B hereof. Québec will consult the Cree Regional Authority in respect to the legislation to be recommended prior to the submission thereof to the National Assembly.

2.8 The provisions of the James Bay and Northern Québec Agreement, and of the existing agreements and existing financial arrangements will continue to apply in the absence of indications to the contrary in this Agreement. It is noted in particular that Québec will continue to fund for the Crees, pursuant to the provisions of the James Bay and Northern Québec Agreement, its share of the services and fixed assets stipulated in the James Bay and Northern Québec Agreement, including but not limited to:

(a) health care and social services;

(b) education services;

(c) income security programs, including the income security program for Cree hunters and trappers;

(d) public security and administration of justice;

(e) the Hunting, Fishing and Trapping Coordinating Committee and environmental committees.

2.9 Without limiting in any way the previous provisions and simply for greater certainty, Québec further confirms that nothing contained in this Agreement shall prejudice, detrimentally affect or restrict the rights of the James Bay Crees as set out in paragraphs 2.11, 2.12 and 28.1.1 of the James Bay and Northern Québec Agreement. Consequently, Québec will maintain for the Crees access to regular programs subject to the usual application criteria of these programs.

2.10 This Agreement does not contemplate and does not affect the obligations of Canada towards the Crees including those stipulated in the James Bay and Northern Québec Agreement.

CHAPTER 3

FORESTRY

GENERAL PROVISIONS

3.1 The Québec forestry regime will apply in the Territory in a manner that allows:

(a) adaptations to better take into account the Cree traditional way of life;

(b) greater integration of concerns relating to sustainable development;

(c) participation, in the form of consultation, by the Crees in the various forest activities operations planning and management processes.

3.2 The forestry regime, as adapted, applicable in the Territory will respect the principles set out in the Forest Act (chapter F-4.1 as amended by, 2001, c.6), in the JBNQA, and those set out herein.

TERRITORY OF APPLICATION

3.3 The parties agree that the present adapted forestry regime shall apply to the Territory indicated on the map attached as Annex C-1, within the boundaries of the JBNQA Territory.

ADAPTATIONS TO AND EVOLUTION OF THE FORESTRY REGIME

3.4 The provisions of this Agreement regarding forestry have, among other things, the objective of establishing an adapted forestry regime which will fix particular rules and procedures applicable to the Territory to meet the goals of improved taking into account of the hunting, fishing and trapping activities of the Crees and improved conciliation of forest activities with such Cree activities.

3.5 Subject to adaptations and modifications resulting from the adapted forestry regime for the Territory, Québec’s forest standards apply in the Territory. Such adaptations and modifications shall not be interpreted so as to restrict or limit these standards.

3.6 The forestry regime applicable in the Territory will evolve over the duration of this Agreement taking into account the principles set out herein and the recommendations of the Cree-Québec Forestry Board.

MODALITIES OF THE ADAPTED FORESTRY REGIME

3.7 Limits of the territorial reference units and use of ecological data

3.7.1 For the Territory referred to in section 3.3 of this Chapter, traplines will be used as a basis for delimiting the territorial reference units (UTR). Given the current configuration of the common areas, however, some traplines may fall into more than one UTR. For the next general management plans which will be configured on the basis of the new management units (by September 1st, 2002 at the latest), the UTR boundaries must correspond to the boundaries of one trapline.

3.7.2 The Cree Regional Authority will be responsible for specifying the boundaries of Cree traplines within the Territory to a scale of 1:20,000 before April 1st, 2002. The trapline boundaries will be identified solely for the purposes of applying the adapted forestry regime including the determination of the UTRs.

3.7.3 During the transitional period from April 1st, 2002 to the adoption of the next generation of general forest management plans (April 2008), the Ministère des Ressources naturelles, de la Faune et des Parcs (MRNFP) will take appropriate steps to ensure that the relevant data are compiled for each Cree trapline so as to be able to integrate into the annual forest management plans the terms and conditions stipulated in sections 3.9, 3.10, 3.11, 3.12 and 3.13 of this Chapter.

The limits of the Cree traplines established within the Territory will be used as territorial reference units for the purposes of application of the adapted forestry regime as soon as possible and at the latest by April 1st, 2004.

3.7.4 The ecological data available for the designation of the biophysical components of those areas will be used as a basis for the technical analysis in order to guide the development of the management strategies to be favoured.

3.8 Determination of the new management units

3.8.1 The calculation of the annual allowable cut will be determined on the basis of the new management units which will, in principle, be made of groupings of traplines. These management units will be determined in technical discussions carried out jointly by the Crees and the MRN. The objective is to determine various groupings of three (3) to seven (7) complete traplines, with modulations when necessary.

3.8.2 The new management units shall be made of groupings of traplines that are, as far as possible, contiguous and in a single block, allowing for exceptions. In establishing these groupings, the following criteria will also be taken into account:

(a) the host community and/or the kindred relationship of the tallymen and the Cree users of the traplines;

(b) the key historical and ecological factors;

(c) forest structure factors, to improve the distribution of age categories;

(d) the temporary delimitation proposed as the northern limit.

3.8.3 Some traplines can only be partially included in a management unit because they are situated on the border of the northern limit of the commercial forest and/or are partially within Category I lands. In these cases, a trapline equivalence value will be applied. In order to do so, the basis applicable will be the proportion of the trapline that can be included in the management unit in relation to the total area of the trapline. On this basis, one finds the sum of the fractions of included traplines to determine the equivalence value. Thus, three traplines of which only a third of the area can be included in a management unit will be considered as the equivalent of a single complete trapline for the calculation of the number of traplines in a management unit.

3.8.4 The annual allowable cut will be calculated and revised in a way that incorporates the rules established in this Chapter.

3.8.5 In the event that a modification of the northern limit would require a modification of the groupings of traplines which form the new management units as determined jointly by the Crees and the MRN, the parties must proceed jointly to determine new groupings in conformity with the previous provisions, and the other provisions of this Chapter shall apply in these territories.

3.8.6 Upon signing the Agreement, a provisional Cree-Québec working team shall be constituted to determine the limits of the new management units.

3.8.7 The provisional Cree-Québec working team shall make a proposal concerning the limits on or before March 31st, 2002. The proposal shall be the object of public consultations by the Ministre des Ressources naturelles.

3.8.8 The result of this consultation will be examined by the provisional Cree-Québec working team.

3.8.9 The new management units shall be determined jointly by the provisional Cree-Québec working team before September 1st, 2002. The Ministre des Ressources naturelles shall approve the new management units and shall notify the agreement holders in conformity with the Forest Act. The final determination of the new management units must be in accordance with the principles and criteria of the present section.

3.9 Sites of special interest to the Cree - Identification of sites of interest to the Cree

3.9.1 Sites of interest will be identified and mapped by the Crees, in cooperation with the ministère des Ressources naturelles. In most cases, the total area of these sites will not exceed 1% of the total area of a trapline included in a management unit.

No forest management activities may be undertaken in these areas unless the tallyman agrees otherwise. In such cases, specific measures of protection and standards of forest management aimed at satisfying the specific needs of the Cree users will be agreed through the joint working group of each community concerned.

3.9.2 Sites of interest may include, notably, the following:

(a) Permanent camps;

(b) Seasonal camps;

(c) Traditional, cultural and sacred sites;

(d) Burial sites;

(e) Fruit picking areas;

(f) Archaeological sites;

(g) Sites with archaeological potential;

(h) Extension of protective strips;

(i) Portage trails;

(j) Bear dens;

(k) Waterfowl blinds;

(l) Drinking water supply sources;

(m) Other requests.

3.10 Sites of special interest to the Cree - Conservation of forested areas presenting wildlife interest for the Cree

3.10.1 Specific management standards will be applied to maintain or improve the habitat of very important wildlife species (moose, marten, beaver, hare, fish, caribou, partridge) and portions of each trapline will benefit from specific protection to improve the level of harmonization between forest management activities and traditional activities including hunting, fishing and trapping.

3.10.2 The location of these areas of wildlife interest will be under the direct responsibility of the tallyman, in a spirit of cooperation with other stakeholders on the Territory. The boundaries of the areas of special interest may be identified on the basis of data similar to that collected in regard to the “Cree land use and identification” (1986) or on the basis of a new analysis that will identify certain parts of watersheds that are particularly productive or intensively used by the Crees. The surface area of these sites of wildlife interest will in principle cover 25% of the productive forest area of each trapline included in a management unit without exceeding this percentage of 25%.

3.10.3 Within the selected areas, forest management activities will be planned with the priority goal of maintaining and improving a diversity of ecoforest stands, in terms of plant species, age classes and spatial distribution. In the long term, this planning approach should provide a diversity of age classes similar to the structure of a “standard” forest. The current structure of the forests in the Territory is not as diversified and is likely to remain at this level for several decades. With this in mind, it is possible to intervene in order to rejuvenate certain stands while still maintaining productive habitats throughout these areas of particular interest to Cree families.

3.10.4 The following measures will be applied in order to reach a better balance in the mid term:

(a) Only mosaic cutting should be applied in these areas, unless better techniques are developed to protect wildlife habitats;

(b) the terms and conditions set out in Schedule C-2 are applied with the following amendments:

i. at least 50% of the productive area with stands over seven (7) meters in height must be left standing, including at least 10% in forests over ninety (90) years old;

ii. the location of the residual forest blocks to be preserved is decided by the agreement and contract holders in cooperation with the tallyman;

iii. the blocks must be spread over the area in such a way that they are interconnected. Where necessary, breaks in the hiding cover should not be more than thirty (30) meters wide;

iv. the residual forest must be left standing for a period long enough to allow the regeneration to reach a minimum average height of seven (7) meters;

(c) the annual rate of harvesting authorized in forested areas presenting wildlife interest to the Cree will be modulated according to the level of prior disturbance in each trapline. In a trapline where the level of disturbance in the last twenty (20) years is less than 15%, new logging activities may be carried out on an annual maximum of 4% of the productive area of the forested areas presenting wildlife interest in the trapline. This annual percentage should be reduced to 3% when the overall level of disturbance is between 15% and 30%, and to 2% when the overall level of disturbance is between 30% and 40%.

3.11 Maintaining forest cover in the whole of each trapline

3.11.1 The following measures will be taken to ensure the protection of a residual forest cover:

(a) conservation, per trapline, of a minimum of 30% of the productive surface area composed of stands measuring more than seven (7) meters in height;

(b) logging will not be permitted in traplines that have been logged or burnt over more than 40% of their productive surface area in the last twenty (20) years;

(c) carry out mosaic cutting with protection of regeneration and soils (CPRS). The target level would be 75% as of April 1st, 2004 (see the definition of mosaic cutting in Schedule C-2);

(d) limit to a maximum of one hundred (100) hectares the size of a single-block cutting area in sectors where cutting with separator strips will be carried out. In addition, 40% of the total logged area must be composed of blocks of less than fifty (50) hectares;

(e) modulate the annual level of authorized timber harvesting in each trapline according to the level of previous disturbances:

— in the areas subject to a first phase of harvesting, the traplines where the level of disturbance in the last twenty (20) years is less than 15% should be subject to CPRS up to an annual maximum of 8% of the productive forest area. This annual percentage would be reduced to 6% when the disturbed area is between 15% and 30%. It would fall to 4% annually when the level of disturbance is between 30% and 40%;

— in traplines that were subjected to intensive logging more than twenty (20) years ago, the annual admissible cutting level will be reduced. Thus, traplines where the level of disturbance in the last twenty (20) years is less than 15% should be subject to CPRS over an annual maximum of 5% of their productive areas. This annual percentage would be reduced to 3% when the disturbed area is between 15% and 30%. It would fall to 2% when the level of disturbance is between 30% and 40%;

(f) protect tall regeneration, where the situation allows;

(g) use silvicultural practices that foster the maintenance of diversified habitats, in particular by avoiding the elimination of hardwood trees (see Schedule C-3);

(h) develop a separate forest management approach for mixed stands (see Schedule C-3).

3.12 Protection of forests adjacent to watercourses and lakes

3.12.1 A twenty (20) meters wide protective strip on each side of all permanent watercourses and around lakes shall be maintained.

3.12.2 In order to address concerns related to the maintaining of a variety of wildlife habitats near major rivers: along rivers more than five (5) meters wide, a forest strip more than two hundred (200) meters wide will be maintained along one of the banks. Whenever possible, cutting areas should be distributed alternatively along the two banks of such rivers. Therefore, only mosaic cuttings can be authorized within the two hundred (200) meters band along the banks of such rivers.

3.12.3 To preserve the aesthetic appearance of landscapes along the shore of large lakes with a surface area of more than five square kilometers (5 km2), only mosaic cuttings will be allowed in forests that are visible from the shores of the lake, for a distance of one point five kilometer (1.5 km).

3.13 Development of the road access network

3.13.1 To facilitate the harmonization of the various uses of the Territory, the road network development plan must be subject to concerted action between the agreement holder and the tallyman responsible for each trapline.

Due consideration shall be given to:

(a) limit the number of road connections between two traplines. In this spirit, road junctions must be planned in such a manner as to form closed circuits that do not permit easy passage to the roads of neighbouring traplines. The construction of winter roads may also be encouraged in areas where limiting connections are desirable;

(b) limit the construction of new direct access routes from forestry roads to permanent watercourses and lakes except for the construction of bridges and culverts;

(c) prior to approval, submit the Plans régionaux de développement des terres publiques (PRDTP) to the joint working groups in a sufficient and reasonable time prior to approval for their considerations and comments according to their mandate as defined in the present Agreement.

3.13.2 Prior to the adoption of the first Plan régional de développement des terres publiques for the Nord-du-Québec region, the Ministre des Ressources naturelles undertakes to consult the Cree Regional Authority regarding all applications for a private vacation lease situated in the Territory. The Cree Regional Authority shall have a maximum of sixty (60) days from receipt of the application to make its comments to the Ministre des Ressources naturelles.

3.13.3 Moreover, Québec undertakes to promote the holding of a coordination table with various governmental bodies and the Crees in order to identify and circumscribe issues concerning access to the Territory. The coordination table will report to the Standing Liaison Committee established in accordance with Chapter 11 of the Agreement prior to December 31, 2006.

IMPLEMENTATION MECHANISMS

3.14 Two (2) levels of intervention are provided for: a) the Cree-Québec Forestry Board; and b) the joint working groups.

CREE-QUÉBEC FORESTRY BOARD

3.15 The parties agree to the creation of the Cree-Québec Forestry Board with the purpose of permitting a close consultation of the Crees during the different steps of planning and managing forest management activities in order to implement the adapted forestry regime.

3.16 The Cree Regional Authority and Québec shall each appoint five (5) members to the Cree-Québec Forestry Board. In addition, a Chairperson shall be appointed to the Cree-Québec Forestry Board by le Gouvernement du Québec upon recommendation of the Ministre des Ressources naturelles.

3.17 Before recommending to le Gouvernement du Québec a person to be appointed as Chairperson of the Cree-Québec Forestry Board, the Ministre des Ressources naturelles must consult with the Cree Regional Authority on possible candidates in order to reach a joint recommendation.

3.18 Failing a joint recommendation by the Ministre des Ressources naturelles and the Cree Regional Authority on a candidate for Chairperson of the Cree-Québec Forestry Board, the Ministre:

(a) must submit a candidate to the Cree Regional Authority which will have a delay of thirty (30) days to accept or refuse to agree to the appointment;

(b) in case of refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister must submit another candidate to the Cree Regional Authority which will again have a delay of thirty (30) days to accept or to refuse to agree to the appointment;

(c) in case of a second refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister must submit another candidate to the Cree Regional Authority which will again have another delay of thirty (30) days to accept of refuse to agree to the appointment;

(d) in case of a third refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister may either continue submitting other candidates to the Cree Regional Authority, though not obliged to do so, or recommend another candidate to le Gouvernement du Québec for appointment as Chairperson of the Cree-Québec Forestry Board.

3.19 Unless the Cree Regional Authority and Québec agree otherwise, the Chairperson of the Cree-Québec Forestry Board may not be employed by le Gouvernement du Québec or a Crown corporation and cannot have a financial interest in, or be an employee of, any forestry enterprise having interests in the Territory.

3.20 The members appointed by the Cree Regional Authority and Québec shall be appointed and replaced from time to time at the discretion of the respective appointing party. The Chairperson shall however be appointed for a fixed term not exceeding three (3) years. The term of the Chairperson is not renewable unless the Cree Regional Authority and Québec agree otherwise. At the end of his mandate of three (3) years, the Chairperson shall remain in office until the appointment of his successor, who shall be appointed within twelve (12) months from the end of his mandate.

3.21 The Vice-Chairperson of the Cree-Québec Forestry Board shall be appointed by the members of that Board from among those members appointed by the Cree Regional Authority.

3.22 The Chairperson, or any member designated by him in his absence, presides over the meetings.

3.23 Quorum at meetings of the Cree-Québec Forestry Board shall be a majority of its members insofar as at least three (3) members appointed by the Cree Regional Authority and three (3) members appointed by Québec are present.

3.24 A member of the Cree-Québec Forestry Board may, upon his appointment, execute a written proxy in the form provided by the Cree-Québec Forestry Board in favour of the other members, including their replacements, appointed by the party that appointed the member executing the proxy. The holder of such a proxy has the right to vote and otherwise act in the place of the absent member from whom the proxy has been obtained, in addition to the voting and other rights that the member holding the proxy is entitled to exercise in his own right.

3.25 The members appointed by the Cree Regional Authority may be accompanied at meetings of the Cree-Québec Forestry Board by up to two (2) technical advisors who will have the right to address the Cree-Québec Forestry Board and participate in its deliberations but who will not have the right to vote. The members appointed by Québec may also be accompanied by up to two (2) technical advisors under the same conditions.

3.26 All decisions at the Cree-Québec Forestry Board shall be made by a majority of the votes cast. Dissents by Board members shall be recorded and reported.

3.27 The Cree-Québec Forestry Board shall meet at least six (6) times each year unless its members decide otherwise. Such meetings will be held regularly in the Territory. The Board may hold its meetings elsewhere in Québec if necessary.

3.28 A secretariat is hereby created for the needs of the Cree-Québec Forestry Board. The secretariat is located in Waswanipi. The Ministre des Ressources naturelles shall make available to the secretariat all relevant and available information required for the adequate execution of its mandate and operations.

3.29 The Cree-Québec Forestry Board may establish and adopt by-laws regulating its own internal operations, including notice and place of its meetings and other matters relating to the administration of the Cree-Québec Forestry Board. Such by-laws must be in conformity with the provisions of this Chapter and will be subject to the approval of a majority of members appointed by the Cree Regional Authority and a majority of members appointed by Québec.

3.30 The Cree-Québec Forestry Board shall have the following main responsibilities:

(a) to monitor, analyse and assess the implementation of the forestry provisions of this Agreement which contemplate an adapted forestry regime for the Territory;

(b) to recommend to the parties, as the case may be, adjustments or modifications to the forestry provisions of this Agreement;

(c) to bring to the attention of the Ministre des Ressources naturelles proposals, preoccupations and comments related to laws, regulations, policies, programs, management guides and field guides related to forestry as well as guidelines, directives or instructions related to the preparation of all forest management plans;

(d) to review the implementation mechanisms for the joint working groups regarding the elaboration, the consultations, and the monitoring of all forest management plans applicable in the Territory;

(e) to be involved in the different planning processes of forest management activities in the Territory and to participate in the different stages of the management of forest activities, in particular those connected to the review of the general forest management plans prior to their approval as well as in regard to proposed modifications to those plans. The Board will have one hundred twenty (120) days from the receipt of the general plans and ninety (90) days from the receipt of the modifications to make comments to the Ministre des Ressources naturelles prior to the approval of the plans or modification thereto; the Ministre des Ressources naturelles may extend these timeframes if he considers it appropriate;

(f) to study the annual forest management plans after their approval, which plans shall be sent to the Cree-Québec Forestry Board on demand in order that it may make known to the Ministre des Ressources naturelles, as the case may be, proposals, concerns and comments regarding these plans, and particularly in regard to systemic issues concerning these plans or the process of their elaboration or approval;

(g) any other responsibilities in regard to forestry which may be assigned to it from time to time jointly by the parties.

3.31 The Ministre des Ressources naturelles shall consider the comments and views of the Cree-Québec Forestry Board and shall provide information about his position or, as the case may be, about the main reasons justifying his decision.

3.32 The Cree-Québec Forestry Board must produce and submit to the parties an annual report.

JOINT WORKING GROUPS

3.33 Joint working groups at the community level are hereby established in each Cree community.

3.34 After the signature of the Agreement, a joint working group composed of four members will be established for each Cree community affected by forest management activities.

3.35 Two members of the joint working group shall be appointed by each Cree community according to the method of selection chosen by each Cree community. Two members of the joint working group shall be appointed by the Ministre des Ressources naturelles.

3.36 The Cree members and the Québec members shall be appointed and replaced from time to time at the discretion of the respective party.

3.37 Each joint working group may adopt any internal operating rule that is consistent with its mandate.

3.38 If the parties so agree, the number of members of the joint working groups may be modified to take into account the particular circumstances of each community.

3.39 Each party shall identify one representative who shall be responsible for ensuring the smooth progress of the work.

3.40 In all cases in which the joint working groups make recommendations, they may be unanimous or not. In the latter case, the respective positions of the members of the joint working groups shall be sent to the Ministre des Ressources naturelles and to the Cree-Québec Forestry Board.

3.41 The joint working groups have the following mandate:

(a) to integrate and implement the specific rules agreed upon in this Chapter;

(b) when required, to elaborate harmonization measures flowing from the technical provisions of this Chapter;

(c) to ensure that each party places all relevant and available forestry-related information at the disposal of the other party;

(d) to review conflictual uses in order to find acceptable solutions;

(e) to discuss any technical issues, including the acquisition of knowledge considered necessary by the joint working group;

(f) to ensure the implementation of the processes relating to the preparation, consultation and monitoring of the forest management plans;

(g) to adopt internal operating rules.

3.42 In all cases in which the Ministre des Ressources naturelles receives recommendations from the joint working groups, he must take into consideration the recommendations of the joint working groups, of their members and of the conciliator appointed pursuant to Schedule C-4, he must explain his position and must inform the joint working groups of his reasons for not accepting the recommendations or corrections sought, as the case may be.

3.43 The ministère des Ressources naturelles shall provide the Cree members of the joint working groups with the necessary and available ecological and forestry information as well as the data from the forest inventory (including data in digital format) and computer programs developed by and for the ministère des Ressources naturelles (for example, Sylva II) so as to allow them to perform their activities and mandates. This includes, among others, ecoforestry maps, silvicultural and ecological guides as well as the standards established by the ministère des Ressources naturelles in respect to forest management activities.

3.44 Each joint working group shall identify the relevant documents that shall be drafted and provided in terms and language understood by the Crees and the Cree communities. It is understood that, at the very least, the Cree section of the general forest management plans shall be entirely translated into English by the ministère des Ressources naturelles. Moreover, summaries of plans and documents deemed to be important by each joint working group shall be provided by the ministère des Ressources naturelles in English. To this end, the parties will agree during the implementation of the present adapted forestry regime on lists of documents that are deemed important and of summaries to be provided in English.

3.45 The joint working groups shall make the information they have available to the Cree tallymen as well as agreement holders for use in the process of elaboration, consultation and monitoring of forest management plans.

3.46 If so required by the Cree tallyman, the joint working groups shall take all necessary measures to protect the confidentiality of the information derived from Cree traditional expertise and may, at their discretion, establish a system of identification and protection of such information.

3.47 The stages of the elaboration, consultation and monitoring of forest management plans are described in Schedule C-4.

3.47.1 A copy of the forest management permits and modifications thereto authorizing the carrying out of forest management activities in the Territory described in Section 3.3 of the present Agreement, is transmitted to Joint Working Groups by the Minister as soon as issued to agreement holders.

FUNDING

The funding of the Cree-Québec Forestry Board and the joint working groups shall be as follows:

3.48 Each party shall assume the remuneration and the travel costs of its own members on the Cree-Québec Forestry Board.

3.49 The remuneration and the expenses of the Chairperson of the Cree-Québec Forestry Board shall be assumed by Québec.

3.50 Each party shall assume the costs of the members of the joint working groups that they appoint.

3.51 For the period starting at the signing of the Agreement until March 31st 2003, Québec shall assume the administrative and secretarial costs of the Cree-Québec Forestry Board and the joint working groups for a total amount of two million dollars ($2,000,000).

3.52 Thereafter, each party shall assume half the costs of the Cree-Québec Forestry Board and the joint working groups, it being understood that the costs are presently estimated at a total of one million dollars ($1,000,000) per Financial Year.

3.53 Québec shall assume the reasonable costs of providing the tools and the relevant and available information for the purposes of the application of the adapted forestry regime.

EFFECT OF THE ADAPTED FORESTRY REGIME

3.54 The adapted forestry regime shall not have the effect of modifying the boundaries of the Cree traplines. Furthermore, it shall not affect the hunting, fishing and trapping rights of the Crees provided for in the JBNQA for this Territory, including the harvesting rights provided for in Section 24 of the JBNQA.

ACCESS TO FOREST RESOURCES

3.55 Québec shall make available to the Cree Enterprises, five (5) years after the signature of this Agreement at the latest, an annual volume of three hundred fifty thousand (350,000) cubic meters of timber volume within the limits of the commercial forest situated in the Territory, south of the provisional northern limit in effect at the time of the signature of the Agreement.

3.56 This timber volume shall be allocated primarily by means of forest management agreements under the provisions of the Forest Act.

3.57 This timber volume shall be in addition to any forestry management operations on Cree Category IA and IB lands and in addition to the wood allocated to Nabakatuk Forest Products Inc. on the date of the signature of the present Agreement.

3.58 The distribution of these allocations will be determined by the Cree Regional Authority which will advise the Ministre des Ressources naturelles thereof.

3.59 Québec undertakes to respect the following schedule for the allocation of this volume of timber:

(a) during the course of the 2002 calendar year, Québec will make available to Cree Enterprises a minimum annual volume of seventy thousand (70,000) cubic meters. This minimum volume will continue to apply during the course of the 2003 calendar year;

(b) by June 30th, 2004, Québec will make available to Cree Enterprises an additional minimum annual volume of fifty-five thousand (55,000) cubic meters, for a total annual minimum volume of one hundred twenty-five thousand (125,000) cubic meters. This minimum annual volume of one hundred twenty-five thousand (125,000) cubic meters will continue to apply during the course of 2004 and 2005 calendar years;

(c) during the course of the 2006 calendar year, Québec will make available to Cree Enterprises an additional annual volume which allows the minimum annual volume of three hundred fifty thousand (350,000) cubic meters to be reached.

These minimum annual volumes are guaranteed.

EMPLOYMENT AND CONTRACTS

3.60 Québec will encourage forestry enterprises operating in the Territory to employ James Bay Crees in their forestry activities and to provide contracts to James Bay Crees and Cree Enterprises and will facilitate such employment and contracts by:

(a) requiring such forestry enterprises to provide in their plans and forestry reports:

i. the number of Crees employed as well as the number of contracts concluded with Crees and Cree Enterprises;

ii. the employment and contract opportunities expected in the subsequent year;

(b) providing such information to the Cree Regional Authority;

(c) facilitating and encouraging forums and discussions between the James Bay Crees and the forestry enterprises operating in the Territory in order to review employment, contracts and partnership opportunities in forest activities.

MUSKUCHII TERRITORY

3.61 Considering the importance of the Muskuchii territory as expressed by the Crees, the boundaries of which appear in Schedule C-5, the Ministre des Ressources naturelles undertakes not to issue any annual management permits for the construction of forestry roads and harvesting of timber during the six (6) month period following the signature of the present Agreement.

3.62 During this period, the Ministre des Ressources naturelles undertakes to evaluate the advisability of recognizing an exceptional forest ecosystem (EFE) within the territory of Muskuchii. Furthermore, the Crees will take steps with other departments and agencies of the Gouvernement du Québec with a view to ensuring a special status for Muskuchii territory and the application of other necessary measures.

FIREWOOD

3.63 In order to respond to the needs of the Cree trappers for firewood, non-Aboriginal holders of permits delivered in virtue of the Forest Act shall not harvest firewood within an area of seventy-five (75) hectares surrounding each permanent Cree camp. It is understood that this measure shall apply outside of the area identified around each permanent camp as a site of special interest for the Crees.

3.64 In cases where there is no firewood available near the camp, firewood cutting areas covering seventy-five (75) hectares will be set aside and the ministère des Ressources naturelles will not deliver any firewood harvesting permits to non-Aboriginals within such areas.

AGREEMENTS WITH FORESTRY ENTERPRISES

3.65 Nothing in this Agreement precludes or restricts agreements between Cree individuals or Bands and forestry enterprises.

CONFLICT AND INCOMPATIBILITY

3.66 Subject to the provisions of the JBNQA, in the case of a conflict or incompatibility between the Forest Act and the regulations thereunder or any other related law and the present adapted forestry regime, the provisions of the adapted forestry regime shall take precedence to the degree necessary to resolve such conflict or incompatibility.

SCHEDULE

3.67 Schedule C, which includes Part I (C-1), Part II (C-2), Part III (C-3), Part IV (C-4), Part V (C-5) and Part VI (C-6), forms an integral part of this Chapter.

CHAPTER 4

HYDROELECTRICITY

GENERAL PRINCIPLES

4.1 Hydroelectric development projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement but subject to the provisions of Section 8 of the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

4.2 Québec will encourage and facilitate the signature of agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to hydroelectric projects in the Territory.

4.3 Québec will ensure that Hydro-Québec encourage partnerships and joint ventures with Cree Enterprises and enter into agreements with the Crees concerning remedial works, employment and contracts resulting from its activities in the Territory.

4.4 The applicable parameters of construction contracts for the Crees and Cree Enterprises in regard to a specific hydroelectric project will be set out in separate agreements for each such project, being understood that these contracts shall be consistent with the proponent’s usual requirements in regard to quality, costs and timelines.

4.5 Québec will adopt administrative measures, notably in collaboration with the Commission de la Construction du Québec, in order to facilitate the access by Cree workers to employment opportunities resulting from hydroelectric development in the Territory.

4.6 The agreements referred to in paragraphs 4.3 and 4.4 for the EM 1 Project and the Eastmain 1-A/Rupert Project are those referred to in sections 4.10 and 4.16 respectively.

EM 1 PROJECT

4.7 The parties acknowledge that the EM 1 Project described in the Nadoshtin Agreement referred to in section 4.10 of this Agreement, as a stand-alone project, substantially conforms to the EM 1 Project as contemplated by paragraph 8.1.2 of the JBNQA, and, subject to the provisions hereof, the Crees consent to the construction of the EM 1 Project which may begin subsequent to the coming into force of this Agreement.

4.8 Québec undertakes to apply the necessary measures to inforce the provisions of Schedule 1 of the Nadoshtin Agreement.

4.9 Hydro-Québec will assume the costs of all remedial works required under government authorizations for the EM 1 Project.

4.10 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the EM 1 Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement and known as the Nadoshtin Agreement.

EASTMAIN 1-A/RUPERT PROJECT

4.11 In consideration of this Agreement, the Crees consent to the carrying out of the Eastmain 1-A/Rupert Project. This consent does not extend to any other project. The parties reserve their respective positions in regard to other projects, including their positions as to whether or not Cree consent is required for any specific project.

4.12 The Eastmain 1-A/Rupert Project will be subject to the applicable environmental legislation and to the environmental and social protection regime stipulated in Section 22 of the James Bay and Northern Québec Agreement according to the terms of that Section.

4.13 The parties will endeavour to harmonize insofar as possible the assessment processes applicable to the Eastmain 1-A/Rupert Project in order to avoid duplication. The parties will work together to ensure efficient and proper evaluations of this project.

4.14 The Crees will be directly involved and consulted in the technical description of the Eastmain 1-A/Rupert Project throughout the stages of feasibility studies and permit processes relating to this project.

4.15 Hydro-Québec will assume the costs of all the remedial works required under government authorizations for the Eastmain 1-A/Rupert Project.

4.16 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the Eastmain 1-A/Rupert Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement. This agreement is known as the Boumhounan Agreement.

4.17 No Cree Category I lands will be flooded or used for a new road or for a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. There exists a possibility that certain Category II lands may be flooded or used for a new road or a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. It is understood that the use of Category II lands for such purposes will be avoided as much as possible and, should such lands nevertheless be so required, they will be replaced.

4.18 Québec agrees to discuss with the Cree Bands of Waskaganish, Waswanipi and Nemaska a revised land selection for their Cree Category I lands forthwith upon the receipt by the proponent of all required authorizations to proceed with the construction of the Eastmain 1-A/Rupert Project thus resulting in the definitive abandonment of the Nottaway, Broadback and Rupert (N.B.R.) Complex. This revision will concern the possible reconfiguration of these lands to take into account the abandonment of the N.B.R. Complex.

FULFILMENT OF CERTAIN PAST UNDERTAKINGS OF HYDRO-QUÉBEC

4.19 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have executed contemporaneously with this Agreement the Cree Employment Agreement (Eeyou Apatisiiwin Niskamon) relating to the employment of one hundred and fifty (150) Crees in permanent Hydro-Québec jobs as contemplated under subsection 11.2 of the La Grande (1986) Agreement.

4.20 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new Mercury Agreement.

4.21 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new agreement respecting the fulfilment of certain undertakings of Hydro-Québec towards the James Bay Crees and setting up an exchange table in order to improve relations between Hydro-Québec and the James Bay Crees.

CONNECTION OF WASKAGANISH AND WHAPMAGOOSTUI TO HYDRO-QUÉBEC NETWORK

4.22 The modalities relating to the connection by Hydro-Québec to its network of Waskaganish within five (5) years and of Whapmagoostui as soon as possible are set out in an agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement.

CHAPTER 5

MINING

GENERAL PRINCIPLES

5.1 Mining projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

5.2 Québec will facilitate and encourage agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to any future mining activities in the Territory, including exploration.

MINERAL EXPLORATION

5.3 Québec will promote and facilitate the participation of the James Bay Crees in mineral exploration activities in the Territory. In particular, Québec and the Crees will set up before April 1st, 2002 a Mineral Exploration Board which will be largely composed of Cree representatives but with some representation by Québec. This Board will benefit as of the 2001-02 Financial Year from the available regular program funding of Québec for such purposes presently set at three hundred thousand dollars ($300,000) per Financial Year. The main purposes of this Mineral Exploration Board will be to:

(a) assist the Crees in accessing mineral exploration opportunities;

(b) facilitate the development of mineral exploration activities by Cree Enterprises;

(c) facilitate and encourage the access by the Crees and Cree Enterprises to regular Québec program funding and other encouragements for mineral exploration activities;

(d) act as an entry mechanism for offers of services by Crees and Cree Enterprises in the field of mineral exploration.

CHAPTER 6

ECONOMIC AND COMMUNITY DEVELOPMENT

ASSUMPTION BY THE CREES OF CERTAIN JAMES BAY AND NORTHERN QUÉBEC AGREEMENT COMMITMENTS

6.1 For the period from April 1, 2002 to March 31, 2052, the Crees shall assume the obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

6.2 The assumption by the Crees of the obligations described in paragraph 6.3 of this Agreement for the period from April 1, 2002 to March 31, 2052 is made in consideration of the funding commitments of Québec under Chapter 7 of this Agreement and subject to the payment by Québec to the Crees through the Recipient of Funding of the annual payments provided for in Chapter 7 of this Agreement in accordance with the terms thereof.

6.3 The obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James contemplated by paragraphs 6.1 and 6.2 hereof relate to the following provisions of the James Bay and Northern Québec Agreement:

(a) Economic development:

— 28.5 and 24.3.24: Cree Trappers’ Association (operation, capital and programs);

— 28.6: Cree Outfitting and Tourism Association (operation);

— 28.7: Cree Native Arts and Crafts Association (operation and programs);

— 28.11.2 a): an Economic Development Agent per community;

— 28.12: assistance to Cree Entrepreneurs.

(b) Community development:

— 8.8.2: supply of electricity to isolated northern communities (by Hydro-Québec) in respect to Waskaganish and Whapmagoostui, subject to Hydro-Québec maintaining the current arrangements as to the supply of electricity to Whapmagoostui and subject to the connection by Hydro-Québec to the Hydro-Québec network of Waskaganish within five (5) years hereof and of Whapmagoostui as soon as possible as provided in section 4.22 of this Agreement;

— 8.14.2: encouragement by the Société d’énergie de la Baie James and Hydro-Québec of training programs for the Crees;

— 8.14.3: study by the Société d’énergie de la Baie James and Hydro-Québec of the implementation of a training program for the Crees;

— 28.9.1, 28.9.2, 28.9.5: training programs or facilities, offices, job recruitment and placement services;

— 28.11.1 a): community centre in each Cree community;

— 28.11.1 b): essential sanitation services in Cree communities;

— 28.11.1 c): fire protection including training, equipment and facilities;

— 28.11.2 b): community affairs services;

— 28.14: assistance for friendship centres outside communities;

— 28.16: construction of access roads for Eastmain, Wemindji and Waskaganish (but not the maintenance of these roads which will continue to be assumed by the governments).

6.4 The Crees shall carry out the obligations set forth in section 6.3 hereof in accordance with the applicable legislative and regulatory framework of general application such as following applicable construction codes and submitting projects to environmental and social impact assessment where applicable.

6.5 The provisions of this Agreement respecting the provisions of Sections 8 and 28 of the James Bay and Northern Québec Agreement described in section 6.3 hereof and the funding thereof do not affect nor are they intended to affect in any manner the obligations and commitments of Canada in the James Bay and Northern Québec Agreement including all those set out in Sections 8 and 28 thereof.

REPEAL OF SUB-SECTION 8.7 OF THE JAMES BAY AND NORTHERN QUÉBEC AGREEMENT

6.6 Sub-Section 8.7 of Section 8 of the James Bay and Northern Québec Agreement as amended by Complementary Agreement No. 4 (“Permanent Water Supply at the Eastmain Community”) shall be repealed through the Complementary Agreement attached as Schedule A hereof.

6.7 However, the following agreements shall continue to be in force and shall govern the parties to such agreements:

(a) the “Agreement on a Water Supply System in Eastmain” dated December 21st, 1998 and January 7th, 1999, between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band; and

(b) the “Agreement to Describe and Ratify the Groundwater Solution in Eastmain” dated August 2000, also between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band.

ACCESS ROADS

6.8 In regard to the last element of paragraph b of section 6.3 of this Agreement, it is acknowledged by the parties that the access roads contemplated in subsection 28.16 of the JBNQA have been constructed with the exception of the access road to Waskaganish which is still subject to certain construction works under the terms of the Framework Agreement and the Specific Agreement both dated March 19th, 1999. In the case of the Waskaganish access road, Québec will complete its undertakings under the said Framework Agreement and Specific Agreement.

6.9 For the purposes of the last element of paragraph b of section 6.3 of this Agreement, the maintenance of access roads includes minor and major repair works to access roads.

MEMORANDUM OF UNDERSTANDING OF 1995 AND IMPLEMENTATION AGREEMENT OF 1998

6.10 Component 1 (economic and community development projects) of the Memorandum of Understanding of 1995 and of the 1998 Agreement on the Implementation of the Memorandum of Understanding, and all related or ensuing Contribution Agreements and Funding Agreements between the Cree Bands and Québec as well as all related or ensuing Tri-Party Agreements between various financial institutions, the James Bay Cree Projects Corporation Ltd. and Québec, will be completed as agreed upon between the parties.

6.11 Component 2 (programs and services for elderly and disabled persons) of the MOU of 1995 and of the Implementation Agreement of 1998 will be implemented within the framework of discussions under way between the ministère de la Santé et des Services sociaux and the Crees as of the date of coming into force of this Agreement.

6.12 The implementation mechanisms as well as component 3 (application of economic development programs), component 4 (natural resources) and component 5 (regional authorities) of the MOU of 1995 and of the Implementation Agreement of 1998 of the Memorandum of Understanding are repealed as of the coming into force of this Agreement.

DISCHARGE

6.13 Subject to the fulfilment by Québec of its undertakings under this Agreement, the Crees hereby give Québec, Hydro-Québec and SEBJ a full and complete discharge for the period of April 1st, 2002 to March 31st, 2052 with respect to the implementation by Québec, Hydro-Québec and SEBJ of the provisions of the James Bay and Northern Québec Agreement described in section 6.3 above and of the funding related thereto.

CHAPTER 7

FINANCIAL PROVISIONS

GENERAL PROVISIONS

7.1 For the period from April 1st, 2002 to March 31st, 2052, Québec shall pay to the Recipient of Funding, on behalf of the James Bay Crees, an annual amount so that the James Bay Crees may assume for that period the obligations of Québec, Hydro-Québec and la Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

7.2 The said annual payment from Québec shall be in the amounts determined pursuant to sections 7.3 to 7.14 hereof and shall be paid by Québec to the Recipient of Funding, which shall forthwith become the owner thereof.

FUNDING AMOUNTS AND INDEXATION FORMULA

7.3 This annual payment from Québec for the first three (3) Financial Years shall be as follows:

(a) for the 2002-2003 Financial Year: twenty-three million dollars ($23 million);

(b) for the 2003-2004 Financial Year: forty-six million dollars ($46 million);

(c) for the 2004-2005 Financial Year: seventy million dollars ($70 million).

7.4 For each subsequent Financial Year between April 1st, 2005 and March 31st, 2052, the annual payment from Québec shall be the greater of the two (2) following amounts

(a) seventy million dollars ($70 million); or

(b) an amount corresponding to the indexed value of the amount of seventy million dollars ($70 million) as of the 2005-2006 Financial Year in accordance with the formula described herein that reflects the evolution of the value of hydroelectric production, mining exploitation production and forestry harvest production in the Territory.

7.5 An indexation factor will be determined for each Financial Year by comparing to a reference Base established in conformity with section 7.6 the average yearly value of hydroelectric production, mining exploitation and forestry harvest in the Territory in the five year period (moving average) ending on December 31st of the calendar year which precedes the Financial Year for which the indexation factor should apply. This indexation factor will be applied to the basic amount of seventy million dollars ($70 million) in order to determine an indexed value for the payment to be made for that Financial Year. The basic formula to calculate the indexed value of seventy million dollars ($70 million) is as follows:

7.6 The reference Base in the formula set out in section 7.5 is established as follows. The sum value of production in the hydroelectric, forestry and mining sectors is first determined for the fixed reference period from January 1st, 1999 to December 31st, 2003. From this sum is deducted the yearly maximum production value (calendar year) and the yearly minimum production value (calendar year) for that same reference period. The average of the resultant three year period will serve as the Base reference value for the indexation formula applicable to each Financial Year. The following formula illustrates this calculation:

Where:

(a) Production represents the total value of hydroelectric production, mining exploitation and forestry harvest in the Territory for the fixed period of January 1st, 1999 to December 31st, 2003;

(b) Production t = PHydroelectricity t + PForestry t + PMining t.

7.7 For the purposes of sections 7.5 and 7.6:

(a) PHydroelectricity represents the total value of hydroelectric production in the Territory in a calendar year and determined in accordance with the actual production as measured by Hydro-Québec or its successors at each of its power plants or generating facilities operating in the Territory and priced according to the average sale price of electricity (domestic and export) in Canada and the United States of America realized by Hydro-Québec for that calendar year.

For these purposes:

For each calendar year, hydroelectric production volume shall be the sum of the volumes measured by the generator meter readings at each of the concerned power plants less the sum of station service meter readings. The resultant Production Net of Station Services Consumption shall be the applicable production volume subject to the average price.

The average price applicable shall be determined as the Total Revenue from all sales of electricity in Canada and the United States of America in the concerned calendar year divided by the Total Sales of electricity (in volume) in Canada and the United States of America in that same year.

(b) PMining represents the sum of the total value of mining exploitation extraction shipments in a calendar year for each mine operating in the Territory as reported to le Gouvernement du Québec for the purposes of mining royalties. The shipment values are established by determining the actual shipment quantities or volumes priced according to the actual prices realized by the producers for the product extracted.

(c) PForestry represents the sum of the total value of all unprocessed wood shipments harvested from the Territory in a calendar year and determined by the actual shipment volumes for the Territory for that year priced according to the average price for Québec unprocessed wood shipments (public and private forestry) for the relevant calendar year.

The unprocessed wood shipment volumes for a calendar year shall be determined by le Gouvernement du Québec by reference to the forestry register. The average price for Québec shipments in a calendar year shall be determined by dividing the total value of unprocessed wood shipments for all of Québec for that year, as reported by Statistics Canada, by the total volumes of wood harvested in Québec in that year.

7.8 An indexation factor will be derived in accordance with the formula set out in section 7.5 by dividing by the reference Base established pursuant to section 7.6 the average annual production value of the five (5) calendar year period ending on December 31st of the calendar year preceding the Financial Year for which the indexation factor applies. An indexation factor will be derived for each Financial Year in accordance with the average annual production values of the successive five (5) year periods (moving average). It is understood that the Base is fixed since it refers to the reference period of January 1st, 1999 to December 31st, 2003.

7.9 In further accordance with the formula set out in section 7.5, the indexation factor resulting from the calculation described in section 7.8 will be thereafter multiplied by the base amount of seventy million dollars ($70 million) in order to calculate the annual payment from Québec for the Financial Year for which the calculation of the indexed value is performed.

7.10 To illustrate, for the first Financial Year of indexation, that is, the 2005-2006 Financial Year, the payment will be calculated as follows if the amount of the payment exceeds seventy million dollars ($70 million):

ESTIMATES, REVISIONS AND ADJUSTMENTS

7.11 Before December 31st of each year, Québec shall prepare an estimate of the indexed amount for the subsequent Financial Year based on the best information then available concerning production volumes and prices in each of the concerned sectors (hydroelectricity, mining and forestry). At this same date, Québec will revise its prior estimates for the indexed amounts paid for the current Financial Year and for the previous Financial Years taking into account the real production volumes data and price data then available for each of these sectors. This estimate and these revisions will be the subject of discussions with the Recipient of Funding during the month of December of each year.

7.12 The estimated data will be replaced as soon as real data are available for each concerned sector (hydroelectricity, mining and forestry). These replacements of data will be carried out as the real data become available for each of the concerned sectors.

7.13 In the case where the replacement of estimated data by real data results in a readjustment of the indexation factor for one or more given Financial Years with a consequential revision of the annual payment for this or these Financial Years, the payment for the Financial Year which follows immediately the revision will be adjusted by an equivalent amount in order to fully reflect the required retroactive payment or withholding for each of the concerned Financial Years.

7.14 The annual payment for a given Financial Year shall be definitive and shall no longer be the object of revisions three (3) years after all the estimated data for this Financial Year will have been replaced by the available real data.

AUDIT

7.15 At the latest December 31st of each year, Québec will provide a written notice to the Recipient of Funding of its estimate of its annual payment for the subsequent Financial Year and of all its revised estimates of annual payments for the current and previous Financial Years. This notice will include detailed explanations and base reference documentation as to the method and data used to make this estimate and these revisions.

7.16 The Recipient of Funding may proceed to audit the indexed value of any payment in any Financial Year. Such an audit may be carried out once a year at the discretion of the Recipient of Funding and may concern the current Financial Year or any or all of the five (5) Financial Years preceding the audit. Québec shall facilitate such audit by providing access by the auditors to all the data and calculations and other information reasonably required to carry out the audit subject to, when appropriate, reasonable confidentiality undertakings from the auditors.

7.17 In the event that Québec and the Recipient of Funding do not agree on a final determination as to Québec’s annual payment for a given Financial Year, the matter may be submitted to the dispute resolution mechanisms set out in this Agreement.

QUARTERLY INSTALMENTS

7.18 The annual payment from Québec for each Financial Year will be paid to the Recipient of Funding in four (4) equal instalments on the first Business Day of the months of April, July, October and January of that Financial Year. These instalments shall be made by means of direct electronic banking transfer to the account designated for this purpose by the Recipient of Funding or by any other means acceptable to both Québec and to the Recipient of Funding.

7.19 Should any instalment of the annual payment from Québec not be paid in full at the appropriate date, the amount outstanding shall bear interest at an annual rate determined on a daily basis and equal to the average prime rate of the chartered banks operating in Québec.

TAXATION AND SEIZURE EXEMPTIONS

7.20 The annual payment from Québec will be exempt from any form of taxation, charge, fee or levy by Québec and will not be subject to privilege, hypothec or any other charge, or to attachment, levy or seizure.

RECIPIENT OF FUNDING

7.21 The Crees, acting through the Recipient of Funding, will use this annual payment from Québec for the economic and community development of the Crees in accordance with the priorities and means which the Crees, acting through the Recipient of Funding, shall deem appropriate, including support for Cree traditional activities and the possible creation of a Heritage Fund for the benefit of the James Bay Crees and Cree Bands.

7.22 For these purposes, the Recipient of Funding may allocate or distribute the annual payment from Québec and any revenues derived therefrom at its discretion and for a specific purpose or for general purposes to any Cree Enterprise, any Cree Band or to any trust, foundation or fund whose beneficiaries include Crees or Cree Bands or Cree Enterprises or any combination thereof.

ANNUAL REPORTS

7.23 The Recipient of Funding shall submit to Québec on an annual basis, in the six (6) months following the close of each Financial Year, an annual report and audited financial statements, describing its activities and the use of the annual payment from Québec.

7.24 If this annual report and these audited financial statements are not submitted by the Recipient of Funding within this time frame, Québec may submit the matter to the dispute resolution mechanisms set out in this Agreement and, failing resolution through this means, may seek a court order allowing it to suspend subsequent payments pending the submission of said annual report and audited financial statements. The suspended payments will however be re-instituted retroactively, without interest, as soon as these report and audited financial statements have been submitted by the Recipient of Funding.

CAPITAL PAYMENTS

7.25 The annual payments from Québec constitute capital payments paid to the benefit of the James Bay Crees and Cree Bands pursuant to the JBNQA for community and economic development purposes.

CHAPTER 8

CREE DEVELOPMENT CORPORATION

CREATION OF CREE DEVELOPMENT CORPORATION

8.1 There shall be established by legislation of the National Assembly a Cree Development Corporation (the “CDC”) in accordance with the terms set out in this Chapter. Québec will endeavour to have this legislation adopted during the course of the 2002 calendar year and in force during the course of the 2003 calendar year.

8.2 The CDC will be an autonomous corporation.

8.3 The CDC will be a corporation within the meaning of the Québec Civil Code, with the general powers of such a corporation and the special powers provided for in this Chapter. The CDC will also be a joint stock corporation governed by Part II of the Companies Act (chapter C-38) with such modifications as are consistent with its objects and mandates.

8.4 Its shareholder shall be the Cree Regional Authority.

BOARD OF DIRECTORS

8.5 The CDC will be managed by a board of directors composed of eleven (11) members appointed as provided as follows.

8.6 Five (5) members of the board of directors of the CDC will be appointed by the Cree Regional Authority. Five (5) members of the board of directors will be appointed by Québec. The Chairperson of the CDC shall be appointed among the Crees by the Cree Regional Authority after consultation with Québec on this matter in order to attempt to appoint a Chairperson who is mutually acceptable.

8.7 The directors of the CDC appointed by Québec shall have one (1) vote each on the board of directors and the directors appointed by the Cree Regional Authority, including the Chairperson, shall each have two (2) votes on the board of directors. Dissidences will be recorded in the minutes of the meetings of the directors when requested by a director.

8.8 The number of directors to the CDC may be increased with the consent of the Cree Regional Authority and Québec insofar as the control of the CDC remains in the hands of its directors appointed by the Cree Regional Authority.

8.9 The fees and expenses of the members of the board of directors of the CDC will be assumed by the party which appoints them. The other operating expenses of the CDC shall be assumed by the corporation.

OBJECTS AND POWERS

8.10 The CDC will be dedicated to the economic and community development of the James Bay Crees. The CDC will act as a modern development organization with the mandate of:

(a) supporting the long-term development of each Cree community;

(b) developing an original Cree expertise in the field of economic development and the management of development funds;

(c) promoting and accelerating job creation for the Crees on the Territory;

(d) making the Crees active partners of Québec in the economic development of the Territory;

(e) assisting, promoting and encouraging the creation, diversification or development of businesses, resources, properties and industries with a view to stimulating economic opportunities for Crees and contributing to their general economic well-being.

8.11 The CDC will facilitate the establishment of partnerships between the Crees and Québec as well as with public and private enterprises for the carrying out of development activities on the Territory.

8.12 The initiatives the CDC will be authorized to carry out will include:

(a) investing in any undertakings in order to create, maintain or protect jobs for James Bay Crees;

(b) promoting the training of James Bay Crees in economic matters and enable them to increase their influence on the economic development of the Crees and of Québec;

(c) stimulating the economy of the James Bay Crees by making strategic investments that will be of benefit to Cree Enterprises and Cree workers;

(d) promoting the development of Cree Enterprises by inviting individuals, institutions, governments and corporations to participate in that development by subscribing shares of Funds that it may set up for such specific or general purposes;

(e) the possibility of offering financial products deemed appropriate according to the projects involved, such as loans with or without guarantees, acquisition of financial interests through acquisition of shares, bonds or other securities, grants, loan guarantees and other financial products;

(f) the possibility of earmarking a portion of its resources for the carrying out of social or community development projects such as housing (loans or grants);

(g) managing funds, assets, programs or activities at the request of the Cree Regional Authority, Québec or Canada;

(h) any other initiative of any nature and deemed useful to its objects by its board of directors.

FUNDING

8.13 The funding made available to the CDC may be provided to it by the Recipient of Funding in the amount and on the dates determined by the Recipient of Funding, as well as progressively, by the financial yields resulting from CDC activities. The Recipient of Funding may provide funding to the CDC through any means the Recipient of Funding deems appropriate including interest or non-interest bearing secured or unsecured loans, convertible or non-convertible debentures, subscription of capital or in any combination thereof.

HEAD OFFICE

8.14 The corporate seat of the CDC shall be located on Cree Category IA lands. The CDC may also have offices and branches elsewhere.

DISSOLUTION OF THE JAMES BAY NATIVE DEVELOPMENT CORPORATION

8.15 The provisions of paragraphs 28.2.1 to 28.2.6, of paragraphs 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement are repealed through the Complementary Agreement No. 14 attached as Schedule A and replaced therein by the provisions as set out in the said Complementary Agreement.

8.16 The Act respecting the James Bay Native Development Corporation (chapter S-9.1) will be repealed by the act creating the CDC. The James Bay Native Development Corporation will thus be dissolved by this legislation and its assets, including all shares and interests it holds in other corporations, will be transferred to the CDC. The CDC will be the legal successor to the James Bay Native Development Corporation. The ordinary and Class A shares of the James Bay Native Development Corporation will be cancelled without payment of any compensation and without need to pay any amount of any nature whatsoever to any one of its shareholders from its assets or otherwise.

8.17 Upon the coming into force of the said Complementary Agreement and the adoption of the legislation creating the CDC, the James Bay Crees hereby discharge Québec in relation to the James Bay Native Development Corporation and the provisions of paragraphs 28.2.1 to 28.2.6 and of 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement as they read prior to the coming into force of the Complementary Agreement.

CHAPTER 9

LEGAL PROCEEDINGS

9.1 The parties to this Agreement maintain their respective legal positions regarding the JBNQA and its interpretation and their powers and rights.

9.2 Nevertheless, the parties expect and intend that this Agreement shall chart the course towards mutually satisfactory resolution of disputes and that recourse will only be had to the Courts as a last resort.

9.3 The parties agree to take the required measures to bring an end to the pending litigation between them or in which they are involved to the maximum extent possible and so pave the way to a new era of cooperation.

9.4 The parties specifically acknowledge that certain of the legal proceedings of the Crees will continue as against the Federal Government. However, the Crees agree that they will attempt to avoid any negative impact on their relation with Québec as a result of the continuance of the legal proceedings in which the Attorney General of Canada is Defendant.

9.5 In order to meet the purposes of this Agreement and to facilitate the renewed relationship referred to herein, the parties undertake to take the measures set forth in this Chapter in respect to the following list of litigations:

(a) Mario Lord et al. v. The Attorney General of Québec et al., S.C.M. 500-05-043203-981 (the Lord proceedings);

(b) Chief John Kitchen et al. v. The Honourable Paul Bégin et al., S.C.M. 500-05-052483-995 (the Kitchen proceedings);

(c) Grand Chief Ted Moses et al. v. The Attorney General of Québec, S.C.M. 500-05-065449-017 (the Moses proceedings);

(d) Grand Chief Matthew Coon Come et al. v. Hydro-Québec, the Attorney General of Québec and the Attorney General of Canada, S.C.M. 500-05-004330-906 (the Coon-Come #1 proceedings);

(e) Grand Chief Matthew Coon Come et al. v. The Attorney General of Québec and the Attorney General of Canada et al., S.C.M. 500-05-027984-960 (the Coon-Come #2 proceedings);

(f) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. The Attorney General of Québec, S.C.M. 500-05-017463-934 (the Bosum Superior Court proceedings);

(g) Chief Kenneth Gilpin et al. v. Hydro-Québec, The Attorney General of Québec and the Honourable Pierre Paradis, S.C.M. 500-05-011892-922 (the Gilpin proceedings);

(h) The Grand Council of the Crees (of Québec) et al. v. le Procureur général du Québec et al., S.C.M. 500-05-011243-803 (1980 GCCQ Health proceedings);

(i) The Grand Council of the Crees (of Québec) et al. v. The Attorney General of Québec et al., S.C.M. 500-05-001440-807 (the GCCQ Air Transport proceedings);

(j) Tawich Development Corporation v. Deputy Minister of Revenue of Québec, C.Q.M. 500-02-012845-926, 500-02-019379-945, 500-02-012499-955; Q.C.A. 500-09-004495-974; S.C.C. 28033 (the Tawich proceedings);

(k) Société de conservation du Saguenay Lac St-Jean et Société de protection des forêts contre le feu v. Corporation foncière de Mistassini et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000007-922 (Mistassini Fire Protection proceedings);

(l) Société de conservation du Nord-Ouest et la Société de protection des forêts contre le feu v. Corporation foncière de Waswanipi et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000021-923 (Waswanipi Fire Protection proceedings);

(m) Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C.

T-962-89 (Federal Court Coon Come proceedings);

(n) The Cree Nation et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-1913-90 (Federal Court Forestry proceedings);

(o) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. Her Majesty the Queen in Right of Canada, F.C.C. T-3007-93 (Federal Court Bosum proceedings);

(p) Cree School Board, Grand Council of the Crees (Eeyou Istchee), Cree Regional Authority et al. v. The Minister of Education of Quebec et al., S.C.M. 500-05-02496-962; Q.A.C. 500-09-006311-989; 500-09-006312-987 (the Cree education proceedings).

9.6 The Lord proceedings shall be discontinued by the Cree parties without costs as against the Attorney General of Québec, the Provincial Administrator under Section 22 of the JBNQA, the Honourable Paul Bégin, and the Honourable Guy Chevrette. Québec accepts that this discontinuance shall be made without costs to any of these parties.

9.7 The Cree parties to the Lord proceedings will offer a discontinuance without costs to the other parties to the Lord proceedings. The Lord proceedings will be discontinued without costs to the Cree parties and to any Defendant in the Lord proceedings not referred to in section 9.6 accepting such a discontinuance without costs. Québec shall facilitate the proposed discontinuance without costs.

9.8 Should any of the Defendants in the Lord proceedings refuse the proposed discontinuance without costs, the Cree parties to the Lord proceedings and Québec will jointly apply to the Superior Court to declare the proceedings to have been discontinued without costs to any of the parties to such proceedings.

9.9 The Kitchen proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs in regard to all Defendants. The mis-en-cause shall be offered a discontinuance without costs as against it and Québec undertakes to facilitate such discontinuance without costs. The provisions of sections 9.7 and 9.8 shall apply mutatis mutandis to the mis-en-cause.

9.10 The Moses proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs.

9.11 The Coon Come #1 and #2 proceedings shall be discontinued, without costs, by the Cree parties hereto as against Québec in respect to all allegations and conclusions except those relating to Sections 11B, 14, 18 and 19 of the JBNQA. Québec accepts such partial discontinuance without costs.

9.12 In respect to the allegations and conclusions of the Coon Come #1 and #2 proceedings relating to Sections 11B, 14, 18 and 19 of the JBNQA, the Cree parties to the proceedings and Québec agree to suspend the proceedings against Québec until December 31, 2006 in order to facilitate the resolution of the issues in respect to these Sections. Québec renounces to any right respecting any ensuing delays and shall not apply for peremption of suit.

9.13 Forthwith upon the execution of this agreement and until December 31, 2006, at the latest, the James Bay Crees and Québec shall negotiate to resolve the issues relating to Sections 11B, 18 and 19 of the JBNQA under the aegis of the Standing Liaison Committee and those issues related to Section 14 under the aegis of the existing MSSS - Cree Table. The framework for the resolution of issues relating to section 19 of the JBNQA is set out in sections 10.11 to 10.16 of this Agreement.

9.14 Upon the resolution of the issues relating to any one of Sections 11B, 14, 18 and 19 of the JBNQA pursuant to the process contemplated by section 9.13, the remainder of the Coon Come #1 and #2 proceedings as against Québec relating to any resolved Section of the JBNQA shall be discontinued by the Cree parties thereto without costs. Québec undertakes to accept the discontinuance, without costs, of the remainder of the Coon Come #1 and #2 proceedings then pending against Québec so resolved.

9.15 The Coon Come #1 and #2 proceedings shall also be partially discontinued by the Cree parties thereto without costs as against or in favour of Defendants Hydro-Québec and SEBJ in consideration of and subject to the agreements between the Crees, Hydro-Québec and SEBJ referred to in sections 4.19 to 4.21 hereof. The terms of this partial discontinuance and the list of issues which remain to be resolved are set out in a separate agreement between the CRA, Hydro-Québec and the SEBJ.

9.16 The Coon Come #2 proceedings shall be discontinued by the Cree parties in regard to the SDBJ without costs to any of the parties to such litigation. Québec will ensure that the SDBJ will accept such discontinuance without costs. The Federal Court Coon Come proceeding will be amended by the Cree parties in order to no longer refer therein to the SDBJ.

9.17 The Coon Come #1 and #2 proceedings, the Federal Court Coon Come proceedings and the Federal Court Bosum proceedings may continue as against the Attorney General of Canada (AGC) except that the Cree parties shall no longer invoke their allegations as particularized and conclusions relating to breaches by the AGC of its trust and fiduciary obligations:

(a) in relation to any breaches by Québec of its obligations under the JBNQA and other agreements, undertakings and commitments;

(b) in relation to any breaches pertaining to the lands and natural resources in Québec.

9.18 There may be a final judgment condemning Canada to pay amounts to Plaintiffs in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceeding or in the Federal Court Bosum proceedings and a contemporaneous or subsequent condemnation by final judgment against Québec, at the request of Canada, to pay the whole or part of such amounts to Canada or the Crees. This may arise as a result of an action in warranty or intervention or similar proceeding by Canada against Québec. In the event of an action in warranty by Canada against Québec, the Crees will participate in the response of the Attorney General of Québec in such proceedings by supporting the positions related to the limits of the action in warranty in consideration of the terms of the present Agreement. In the event of a condemnation consequent upon a judgment against Québec as a result of a final judgment in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceedings or in the Federal Court Bosum proceedings, the Cree parties undertake to indemnify Québec to the extent of any such monetary award against Québec. However, any indemnification to Québec hereunder shall in no case exceed the total amount of any monetary award in favour of the Cree parties in virtue of a final judgment in the Coon Come #1 or #2 proceedings, the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as the case may be. In the event of a direct condemnation against Québec in favor of the Crees within the framework of such action in warranty by Canada, the Crees will produce to the Court a declaration of satisfaction of such judgement in favor of Québec without pursing the execution of such judgement and in consideration of the present Agreement.

9.19 For greater certainty, this Agreement shall not affect or be deemed to affect the continuation of the Coon Come #1 and #2 proceedings or the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as against the AGC in respect to:

(a) breaches by the AGC of its obligations under the JBNQA and the James Bay and Northern Québec Native Claims Settlement Act and under the agreements, undertakings and commitments described in Schedule B of the Coon Come #2 proceedings, whether such obligations are particular or distinct to the AGC or joint obligations with Québec where Canada’s share is only sought;

(b) breaches by the AGC of the rights of plaintiffs outside of Québec as well as breaches by the AGC of the treaty rights of plaintiffs outside of Québec;

(c) aboriginal rights and title of the Cree plaintiffs outside of Québec;

(d) subject to section 9.17, breaches by the AGC of its common law trust and fiduciary obligations to the James Bay Cree;

(e) subject to section 9.17, breaches by the AGC of the treaty relationship between the James Bay Crees and the federal Crown;

(f) breaches by the AGC of its obligations to the Crees under the Constitution of Canada and any federal legislation;

(g) any other issues which are not incompatible with the provisions of this Agreement.

9.20 The elements of the Bosum Superior Court proceedings pertaining to natural resources development shall be discontinued as against Québec, by the Cree parties, without costs to any parties. Québec accepts that the discontinuance shall be made without costs.

9.21 The other elements of the Bosum Superior Court proceedings shall be suspended until December 31, 2006 and dealt with in the framework contemplated by section 10.4.

9.22 The Gilpin proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties. Québec accepts such discontinuance without costs for itself and the Honourable Pierre Paradis and ensures that Hydro-Québec will also accept a discontinuance as against Hydro-Québec without costs to any of the parties to such proceedings.

9.23 The 1980 GCCQ Health proceedings shall be suspended until March 31st, 2005 and dealt with in accordance with the provisions of sections 9.12 to 9.14.

9.24 Notwithstanding section 9.23, the 1980 GCCQ Health proceedings may be continued by the Cree individuals with claims, at their option, and the proceedings may also be severed. The individual parties may also elect to have their claims dealt with in the negotiations contemplated by section 9.13 of this Agreement.

9.25 The GCCQ Air Transport proceedings shall be discontinued by the Cree parties thereto without costs as against Québec and l’Honorable Denis de Belleval then Ministre des Transports du Québec. Québec accepts such discontinuance as against it and that Minister without costs. The Cree parties shall offer to the Defendants which remain and the mis-en-cause, a discontinuance without costs. In the event that such discontinuance is accepted by those parties, the entire GCCQ Air Transport proceedings shall be discontinued without costs forthwith upon such acceptance.

9.26 The Tawich proceedings pending before the Supreme Court of Canada shall be discontinued without costs in all the Courts. Québec accepts such discontinuance without costs.

9.27 The discontinuance of the Tawich proceedings provided for in section 9.26 shall be subject to an agreement between the parties to this Agreement in relation to resulting past financial liability of certain development corporations in respect to taxes on paid-up capital.

9.28 Québec ensures that the Société de protection des forêts contre le feu (SOPFEU) will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert for the period prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.29 Québec will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.30 For the period subsequent to March 31st, 2002, the Mistissini Landholding Corporation or any entity designated by the Cree Nation of Mistissini will assume the applicable forest fire protection fees assessed for Mistissini Category IB lands as provided for in the Forest Act and regulations thereunder and the by-laws of SOPFEU. For the period subsequent to March 31st, 2002, the Waswanipi Landholding Corporation or any entity designated by the Cree Nation of Waswanipi will assume the applicable forest fire protection fees assessed for Waswanipi Category IB lands as provided for in by the Forest Act and regulations thereunder and the by-laws of SOPFEU.

9.31 It is acknowledged that the Federal Court Forestry proceedings relate to federal environmental impact assessment and review of certain forestry operations and constitute legal proceedings concerning forestry. Consequently, the Cree parties to the proceedings shall offer to Her Majesty the Queen in Right of Canada, Defendant Ministers and Defendant Federal Administrator a discontinuance without costs of these proceedings. Should such discontinuance without costs be accepted by those Defendants, the Cree parties to the Federal Court Forestry proceedings shall discontinue the proceedings without costs upon such acceptance.

9.32 The Cree parties shall also offer the mis-en-cause Domtar Inc. a discontinuance without costs in the Federal Court Forestry proceedings. Should mis-en-cause Domtar Inc. accept such a discontinuance without costs, the Federal Court Forestry proceedings shall be discontinued as against it.

9.33 It is specifically confirmed that the allegations and conclusions of the Coon Come #1 and #2 proceedings concerning the recognition of land designated as Block D as part of Category IA land will be fully and completely settled by the Cree parties in consideration of and subject to the terms of section 10.1 and of Schedule D hereof.

9.34 Québec will not appeal before the Supreme Court of Canada the Cree education proceedings and will not intervene in this case should Canada appeal it. The parties agree that the general funding framework of Cree education entitled `Funding Rules for Operations and Investment Grants: Terms of Reference for the Purposes of the Approval of the Cree School Board Budget´ will continue to be established according to the budgetary rules currently agreed to between them and will be updated by the parties in 2004 and periodically thereafter to take into account changes in the needs of the Cree School Board, the whole subject to the already agreed to discussions on the future funding of adult education.

9.35 Subject to the terms of this Chapter, the James Bay Crees undertake not to institute other legal proceedings in respect to the past implementation by Québec, Hydro-Québec, SEBJ, or SDBJ of the JBNQA and the Forest Act. For the purposes hereof the period comprising the past implementation of the JBNQA and the Forest Act constitutes the period between the date of signature of the JBNQA and the date of signature of this Agreement.

9.36 The provisions of this Agreement do not affect the rights and recourses of the Crees and of Crees individuals resulting from contaminants (such as mercury or other metals and substances) arising from the development of the Territory.

9.37 The James Bay Crees and Québec undertake that within the six months which follow the execution of the present Agreement, they will cause to be filed in the records of the Courts the documents necessary to give effect to the discontinuances and other measures contemplated by this Chapter.

CHAPTER 10

OTHER PROVISIONS

BLOCK D

10.1 Québec and the Crees confirm the settlement of their differences concerning the Chisasibi “Block D” lands. The terms of this settlement are set out in Schedule D hereof.

MODIFICATIONS TO THE CREE TRAPPERS’ ASSOCIATION AND THE CREE OUTFITTING AND TOURISM ASSOCIATION AGREEMENTS

10.2 The “Agreement Regarding the Cree Trappers’ Association” between Québec, the Cree Trappers’ Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000 and January 9th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

10.3 The “Agreement Regarding the Cree Outfitting and Tourism Association” between Québec, the Cree Outfitting and Tourism Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000, January 9th, 2001 and January 18th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

LAND TRANSFER BETWEEN MISTISSINI AND OUJÉ-BOUGOUMOU

10.4 The parties agree to allow the definitive settlement of the transfer of lands between Oujé-Bougoumou and Mistissini and of the “Abel Bosum” proceedings in regard to Québec in conformity with the framework set out in Schedule G.

PROVINCIAL SHARE OF OPERATING COSTS OF ENVIRONMENTAL COMMITTEES

10.5 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s shares of the funding for the regular and normal secretariat services of the James Bay Advisory Committee on the Environment and of the Evaluating Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) Canada must fund the said secretariat services equally with Québec. Thus, the Cree Regional Authority’s contribution thereto will be a portion of Québec’s share of the funding of these secretariat services (i.e. a maximum of 25% of the costs of the regular and normal secretariat services);

(b) the level of the Cree Regional Authority’s contribution for these secretariat services must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(c) the contribution of the Cree Regional Authority for these secretariat services will not include any costs for carrying out public hearings or public consultations should any of these Committees be called upon to carry out such public hearings or consultations;

(d) the contributions of the Cree Regional Authority for these secretariat services for the period of April 1st, 2002 to March 31st, 2007 are set out in a separate agreement between the parties;

(e) the Cree Regional Authority will have a voice in the selection of staff and in other matters affecting these secretariat services.

10.6 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s funding for the normal and regular staff of the Provincial Review Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) the level of the Cree Regional Authority’s contribution for the normal and regular staff of the Provincial Review Committee must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(b) the contribution of the Cree Regional Authority for such purposes will not include any costs for carrying out public hearings or public consultations nor the costs of any additional staff, expert advice or any reports related to large development projects such as (but not limited to) hydroelectric projects and mining exploitation projects;

(c) the contribution of the Cree Regional Authority for the normal and regular staff of the Provincial Review Committee for the period of April 1st, 2002 to March 31st, 2007 is set out in a separate agreement between the parties;

(d) the Cree Regional Authority will have an equal voice with Québec in the selection of staff and in other matters affecting these secretariat services.

FUNDING OF LOCAL CREE BENEFICIARY REGISTRATION SERVICES AND LOCAL ENVIRONMENTAL SERVICES

10.7 As of April 1st, 2002, the Cree Regional Authority will assume the funding undertakings of Québec towards Cree Bands set out in the following agreements related to local Cree beneficiary registration services and local environmental services under Québec’s responsibilities:

(a) section 4 of the “Contract of the Local Registration Officer” entered into by Québec and various Cree Bands in 1983, an example of which for the Cree Band of Chisasibi is attached as Schedule E;

(b) the Financial Provisions set out in sections 4 to 6 of the “Memorandum of Agreement between the Minister of the Environment and various Cree Bands” regarding funding of the Program for the local environment administrator, an example of which for the First Nation of Whapmagoostui dated December 22nd, 2000 and February 8th, 2001 is attached as Schedule F.

The future amounts of funding in this respect will be determined and assumed by the Cree Regional Authority until March 31st, 2052.

SOCIÉTÉ DE DÉVELOPPEMENT DE LA BAIE JAMES

10.8 The Société de développement de la Baie James will be instructed by Québec to encourage joint ventures and partnerships with Cree Enterprises in specific fields or activities including tourism, road maintenance, fuel distribution, mining exploration and exploitation, forestry exploitation, construction, transportation and other ventures. The Société de développement de la Baie James will further be instructed by Québec to encourage economic and community development initiatives by James Bay Crees and Cree Enterprises and to favour joint ventures and partnerships in these regards.

10.9 Québec ensures that the SDBJ will, forthwith upon the execution of this Agreement, enter into negotiations with the CRA. It is intended that these negotiations be completed by December 31, 2006 at the latest. These negotiations will address more particularly:

(a) the relations between the Crees and SDBJ;

(b) the concrete measures related to the implementation by the SDBJ of section 10.8 of this Agreement; and

(c) updating the Agreement dated November 11th, 1975 between SDBJ and the Grand Council of the Crees (Eeyou Istchee).

10.10 At the latest December 31st, 2003, Québec will appoint one member of the Board of Directors of the SDBJ from among the James Bay Crees and in consultation with the CRA.

POLICING SERVICES

10.11 The parties agree to the principle of a Complementary Agreement to the JBNQA modifying its sub-sections 19.1 and 19.2 in order to apply a new concept of Cree regional policing:

(a) responsible for local policing services for the Cree communities including certain specialized services (Cree Category IA lands and Cree Category IB lands); and

(b) assuming a role and responsibilities for policing services, in collaboration with the Sûreté du Québec, on Category II lands and on Category III lands contemplated by paragraph 22.1.6 of the JBNQA, the whole in accordance with arrangements which remain to be discussed between the Parties in consultation with the concerned police forces.

10.12 This Complementary Agreement will establish the number of Cree police officers according to a ratio of one (1) police officer for every two hundred and fifteen (215) Cree and non-Cree residents on Cree Category IA and IB lands. A total of sixty-five (65) police officers will be allocated upon the signature of the Complementary Agreement, for the duration of the tri-party and 5-year funding agreement to be concluded on Cree policing services. The review of the complement of police officers will thereafter take place every five (5) years, according to this ratio, provided however that the total of sixty-five (65) police officers will not be reduced by this review.

10.13 The funding for the Cree regional policing services will be assumed by the governments in accordance with the following formula: 52% assumed by Canada and 48% assumed by Québec.

10.14 The provisions of sections 10.11 to 10.13 will expire on December 31, 2006 unless before that date:

(a) a tripartite agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the terms and conditions of these modifications to sub-sections 19.1 and 19.2 of the JBNQA; and

(b) a funding agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the funding levels for the Cree regional policing services for the first five (5) years of its operations.

10.15 The parties agree that the date of December 31, 2006 is an ultimate date and they rather wish to reach the required agreements as soon as possible and ideally before March 31st, 2003.

10.16 As interim measures:

(a) Québec agrees to fund its share (48%) of eight (8) additional Cree police officers as of April 1st, 2002, in accordance with the terms and conditions set out in the Agreement concerning funding for local Cree policing services signed in December 1998 between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Québec and Canada but subject to funding by Canada (52%) for these purposes;

(b) the parties agree to seek an extension of the said Agreement concerning funding for local Cree policing services until the agreements set out in section 10.14 have been reached or, failing such agreements, until March 31st, 2005;

(c) Québec will provide to the CRA on April 1st, 2002 its share (48%) of an additional non-recurrent amount of one hundred fifty thousand dollars ($150,000) in order to fund equipment and training for the additional Cree police officers but subject to funding by Canada (52%) for these purposes. Québec will also provide to the CRA its share (48%) of an additional non-recurrent amount of two hundred fifty thousand dollars ($250,000) for such purposes when, as the case may be, the agreements set out in section 10.14 have been reached.

CONSERVATION OFFICERS

10.17 Québec will maintain its existing complement of Wildlife Conservation Officers in the Territory and it will train and hire the following additional Wildlife Conservation Officers by April 1st, 2003 in accordance with the following guidelines:

(a) two (2) full-time Wildlife Conservation Officers for the traditional territory of the Cree Nation of Chisasibi;

(b) two (2) half-time Wildlife Conservation Officers for each of the traditional territories of the other Cree Bands, for a total of eight (8) additional equivalent full-time Wildlife Conservation Officers;

(c) two (2) full-time Wildlife Conservation Officers assigned more particularly to the control of the territories adjacent to the construction sites of the EM 1 Project and of the Eastmain 1-A/Rupert Project. These agents will be subsequently assigned to the control of the Territory in accordance with the priorities determined in consultation with the Cree Regional Authority.

10.18 By April 1st, 2004, Québec will train and appoint one interested Cree hunter and trapper (normally the Cree tallyman) for Cree traplines in the area of Cree primary interest under the meaning of section 24 of the JBNQA as an Auxiliary Wildlife Territorial Officer, for the primary purpose of improving the enforcement of hunting, fishing and trapping legislation and regulations within each concerned trapline. The number of such auxiliaries will be between thirty (30) to fifty (50).

10.19 Should the population of the Territory increase substantially over the duration of this Agreement, Québec will train and hire additional Wildlife Conservation Officers in order to ensure an adequate control of hunting, fishing and trapping activities in the Territory.

CHAPTER 11

STANDING LIAISON COMMITTEE

11.1 The parties hereby create a Standing Liaison Committee made up of an equal number of representatives designated by each party.

11.2 The Standing Liaison Committee comprises the representatives deemed useful by Québec (of which at least one of Administrator of State rank) in order to adequately carry out the mandate of the Committee. For at least the first three (3) years of its operations, the Secrétaire général associé du Secrétariat aux affaires autochtones and a representative designated by the Secrétaire général du Conseil exécutif will be members of the Committee.

11.3 The Standing Liaison Committee also comprises the Chief Representative of the Crees with Québec designated by the Cree Regional Authority as well as any other persons deemed useful by the Cree Regional Authority in order to adequately carry out the mandate of the Committee.

11.4 Normally, the representatives of each party at the Standing Liaison Committee will not exceed five (5) persons unless the representatives of the parties at this Committee agree otherwise. A representative on this committee may be occasionally substituted when the circumstances so require.

11.5 The Standing Liaison Committee will meet regularly.

11.6 The Standing Liaison Committee will have the following principal mandates:

(a) to act as a permanent forum of exchange and of coordination between the Crees and Québec in order to strengthen political, economic and social relations between Québec and the Crees;

(b) to ensure the harmonious implementation of and efficient follow-up of this Agreement and to resolve other questions pertaining to the implementation of the James Bay and Northern Québec Agreement;

(c) to act as a privileged forum between the Crees and Québec in order to find mutually acceptable solutions to disputes arising out of the interpretation or implementation of this Agreement or of the James Bay and Northern Québec Agreement when the mechanisms provided therein cannot resolve the dispute to the satisfaction of the parties;

(d) to address any other issue which is referred to the Committee under the terms of this Agreement or which may be mutually agreed to by the representatives of the parties on the Committee.

11.7 The mandate of the Standing Liaison Committee is not to substitute itself for existing committees or forums provided for in the JBNQA or elsewhere, but rather to act as a mechanism to resolve major disputes which have not been otherwise resolved.

11.8 The representatives of the parties on the Standing Liaison Committee will attempt in good faith to find appropriate and mutually acceptable solutions in regard to any subject raised with the Committee and they will strive in good faith to ensure the implementation of such solutions by the parties.

CHAPTER 12

SETTLEMENT OF DISPUTES

INTRODUCTION

12.1 Generally, the parties will endeavour to avoid recourse to the judicial system for the purposes of the interpretation and implementation of this Agreement as well as of the JBNQA. To this end, the parties agree to put in place a dispute resolution mechanism to ensure that recourse to courts or other forums only occurs as a last resort.

DEFINITION

12.2 For the purposes of this dispute resolution mechanism, a dispute is defined as any controversy, claim or disagreement arising out of the interpretation or implementation of the JBNQA or this Agreement and which is formally raised by any of the parties for these purposes.

PARTIES TO THE DISPUTE

12.3 The only parties authorized to bring disputes for resolution under the present dispute resolution mechanism are the following parties to the JBNQA, namely:

the “Native Party” as defined in Sub-section 1.11 of the JBNQA as regards the Crees, le Gouvernement du Québec, and with respect to disputes arising out of Chapter 8 of the JBNQA, in addition, the Société d’énergie de la Baie James and Hydro-Québec.

PROCEDURE TO BE FOLLOWED WITH RESPECT TO RESOLUTION OF DISPUTES

12.4 The parties will endeavour in good faith to settle the dispute through cooperation and consultation in order to arrive at a mutually satisfactory solution.

12.5 Failing resolution by the parties themselves, the dispute shall be referred for resolution to the Standing Liaison Committee established pursuant to the provisions of Chapter 11 of this Agreement.

12.6 Failing resolution by the Standing Liaison Committee, the dispute shall be referred to an independent and impartial third party for mediation as hereinafter set out:

(a) the mediator shall be chosen jointly by the parties, and failing agreement, by a Judge of the Superior Court, upon application to the court;

(b) the parties shall each submit to the mediator their views on the issue in dispute;

(c) the parties undertake that as a condition of the mediation process, to renounce to any prescription acquired and to agree that prescription (if applicable) of any right, claim or matter which is the subject of the dispute shall be interrupted and shall, if necessary, be specifically renounced from time to time until the mediator declares the mediation process to be at an end;

(d) the mediation process and all proceedings in connection therewith shall be and will remain confidential;

(e) the mediator shall not issue a report or make any recommendations unless authorized to do so by all the parties;

(f) any party may request that the mediator terminate the mediation process when there are reasonable and probable grounds to believe that, despite the best efforts of the parties acting in good faith, no settlement is likely to be reached in the dispute through mediation.

12.7 At any time during the course of the mediation process, the parties may agree to grant to the mediator the powers, authority and jurisdiction of an arbitrator, including those of an amiable compositeur, the whole within the meaning, and as set out in the Civil Code of Québec and the Code of Civil Procedure of Québec.

12.8 Each party will assume its expenses related to the mediation and half the expenses and fees of the mediator.

CHAPTER 13

FINAL PROVISIONS

13.1 The preamble and the Schedules to this Agreement form an integral part thereof.

13.2 This Agreement may be amended from time to time with the consent of Québec and of the Cree Regional Authority.

13.3 This Agreement shall come into force on the date of its signature by the Parties and shall end March 31st, 2052.

13.4 Not later than two (2) years before the expiry of this Agreement, the parties shall meet in order to discuss the possible extension or renewal of this Agreement.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED AT WASKAGANISH ON THIS 7TH DAY OF FEBRUARY 2002

FOR LE GOUVERNEMENT DU QUÉBEC:

________________________________________________________

BERNARD LANDRY,

Prime Minister

________________________________________________________

GILLES BARIL,

Minister of State for Natural Resources and Regions

Minister of Natural Resources

Minister of Regions

Minister responsible for the Development of Northern Québec

________________________________________________________

RÉMY TRUDEL,

Minister of State for Population and Native Affaires

Minister for Native Affairs

FOR THE GRAND COUNCIL OF THE CRIS (EEYOU ISTCHEE) AND THE CRI REGIONAL AUTHORITY:

________________________________________________________

TED MOSES,

Grand Chief of the Grand Council of the Crees (Eeyou Istchee)

Chairman of the Cree Regional Authority

________________________________________________________

EDWARD GILPIN,

Chief of the Eastmain Band

________________________________________________________

PAUL GULL,

Chief of the Waswanipi Band

O.C. 507-2002, Sch; O.C. 897-2004, s. 1 to 7; O.C. 679-2007, s. 1, 2 and amendment 5; S.Q. 2013, c. 19, s. 91.

A reference to the Cree Regional Authority is a reference to the Cree Nation Governement (S.Q. 2013, c. 19, s. 91).

The boundaries of the Cree traplines within the Territory referred to in the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec and which shall be specified by the Cree Regional Authority on or before January 30th, 2004 shall be deemed to be the specified trapline boundaries referred to in section 3.7.2 of that Agreement and these boundaries will be used thereafter for the purposes of applying the adapted forestry regime.

Considering that certain parts of common areas overlap certain traplines situated north of the Territory referred to in Chapter 3 of the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec (north of the northern limit established by the Minister and made public on December 19, 2002), it is agreed that until the expiration of the transitional period ending March 31st, 2006 these parts of common areas will be treated by the Ministère des Ressources naturelles, de la Faune et des Parcs as if they were not part of the common areas.

2012-09-01

SCHEDULE

AGREEMENT CONCERNING A NEW RELATIONSHIP BETWEEN LE GOUVERNEMENT DU QUÉBEC AND THE CREES OF QUÉBEC

TABLE OF CONTENTS

Preamble .....

Chapter 1 - Definitions .....

Chapter 2 - General Provisions .....

Chapter 3 - Forestry .....

General Provisions .....

Territory of Application .....

Adaptations to and Evolution of the Forestry Regime .....

Modalities of the Adapted Forestry Regime .....

Implementation Mechanisms .....

Cree-Québec Forestry Board .....

Joint Working Groups .....

Funding ......

Effect of the Adapted Forestry Regime .....

Access to Forest Resources .....

Employment and Contracts .....

Muskuchii Territory .....

Firewood .....

Agreements with Forestry Enterprises .....

Conflict and Incompatibility .....

Schedule .....

Chapter 4 - Hydroelectricity .....

General Principles .....

Remedial Works, Employment and Contracts .....

EM 1 Project .....

Eastmain 1-A/Rupert Project .....

Fulfilment of Certain Past Undertakings of Hydro-Québec .....

Connection of Waskaganish and Whapmagoostui to Hydro-Québec .....

Network .....

Chapter 5 - Mining .....

General Principles .....

Remedial Works, Employment and Contracts .....

Mineral Exploration .....

Chapter 6 - Economic and Community Development .....

Assumption by the Crees of Certain James Bayand Northern .....

Québec Agreement Commitments .....

Repeal of Sub-section 8.7 of the James Bayand Northern .....

Québec Agreement .....

Access Roads .....

Memorandum of Understanding of 1995and Implementation Agreement of 1998 .....

Discharge .....

Chapter 7 - Financial Provisions .....

General Provisions .....

Funding Amounts and Indexation Formula .....

Estimates, Revisions and Adjustments .....

Audit .....

Quarterly Instalments .....

Taxation and Seizure Exemptions .....

Recipient of Funding .....

Annual Reports .....

Capital Payments .....

Chapter 8 - Cree Development Corporation .....

Creation of Cree Development Corporation .....

Board of Directors .....

Objects and Powers .....

Funding .....

Head Office .....

Dissolution of the James Bay Native Development .....

Corporation .....

Chapter 9 - Legal Proceedings .....

Chapter 10 - Other Provisions .....

Block D .....

Modifications to the Cree Trappers’ Association andthe Cree Outfitting and Tourism Association .....

Agreements .....

Land Transfer Between Mistissini and Oujé-Bougoumou .....

Provincial share of Operating Costs of Environmental Committees .....

Funding of Local Cree Beneficiary Registration .....

Services and Local Environmental Services .....

Société de développement de la Baie James .....

Policing services .....

Conservation officers .....

Chapter 11 - Standing Liaison Committee .....

Chapter 12 - Settlement of Disputes .....

Introduction .....

Definition .....

Parties to the Dispute .....

Procedure to Be Followed with Respect to .....

Resolution of .....

Disputes .....

Chapter 13 - Final Provisions .....

Schedule A - Text of Complementary Agreements No. 13 and 14 to the James Bay and Northern Québec Agreement .....

Schedule B - Non-Exhaustive List of Amended Legislation .....

Schedule C - Forestry .....

Schedule D - Terms of Settlement of Chisasibi “Block D” Lands .....

Schedule E - Contract of the Local Registration Officer (example) .....

Schedule F - Memorandum of Agreement Regarding Funding of the Program for the Local Environment Administrator (example) .....

Schedule G - Settlement Framework Related to the Transfer of Lands Between Mistissini and Oujé-Bougoumou .....

Schedule H - Financial Provisions Illustration .....

AGREEMENT CONCERNING A NEW RELATIONSHIP

BETWEEN:

LE GOUVERNEMENT DU QUÉBEC, represented here by Mr. Bernard Landry, Prime Minister of Québec, by Mr. Gilles Baril, Minister of State for Natural Resources and Regions, Minister of Natural Resources, Minister of Regions, Minister responsible for the Development of Northern Québec, and by Mr. Rémy Trudel, Minister of State for Population and Native Affairs, Minister for Native Affairs, herein designated “Québec”.

AND:

THE CREES OF QUÉBEC, acting through the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority, represented here by Mr. Ted Moses, Grand Chief and Chairman respectively, by Mr. Edward Gilpin, Chief of the Eastmain Band and by Mr. Paul Gull, Chief of the Waswanipi Band, hereinafter referred to as “the Crees”.

WHEREAS the parties enter hereby into a nation-to-nation Agreement which strengthens the political, economic and social relations between Québec and the Crees, and which is characterized by cooperation, partnership and mutual respect, while remaining based on the respective commitments of the parties under the James Bay and Northern Québec Agreement and providing for implementation measures in connection therewith;

WHEREAS this Agreement, concerning a global approach in favour of greater autonomy and greater responsibility on the part of the Crees for their development, will make possible an active and ongoing participation by the Crees in economic development activities on the James Bay Territory;

WHEREAS this Agreement is based on a development model which relies on the principles of sustainable development, partnership and respect for the traditional way of life of the Crees, as well as on a long-term economic development strategy, principles which are in conformity with the provisions of the James Bay and Northern Québec Agreement;

WHEREAS this Agreement promotes the emergence of a Cree expertise in the field of economic development, job creation, and economic spin-offs for the Crees and the population of Québec in general;

WHEREAS this Agreement does not contemplate and does not affect the obligations of Canada towards the Crees stipulated, among others, in the James Bay and Northern Québec Agreement.

THE PARTIES AGREE TO THE FOLLOWING:

CHAPTER 1

DEFINITIONS

For the purposes of this Agreement, and unless otherwise expressly provided or indicated by the context, the following words and phrases mean:

1.1 “Cree Regional Authority” or “CRA”: the public corporation duly constituted as such under Chapter 89 of the Statutes of Québec 1978, now R.S.Q., chapter A-6.1 (“Administration régionale crie” ou “ARC”).

1.2 “Financial Year”: the period between April 1st of a calendar year and March 31st of the subsequent calendar year (“Année financière”).

1.3 “Cree Entity”: the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority (including when acting through the Board of Compensation thereto), the James Bay Eeyou Corporation, the Opimiscow Companee, the Sakami Eeyou Corporation, the Oujé-Bougoumou Development Corporation, the Oujé-Bougoumou Eenouch Association, the Cree Trappers’ Association, the Cree Outfitting and Tourism Association, the Cree Native Arts and Crafts Association, the Cree Development Corporation, the Cree villages, the Cree landholding corporations, as well as any other Cree controlled corporation, enterprise or legal entity referred to in the James Bay and Northern Québec Agreement or created pursuant to the James Bay and Northern Québec Agreement, any Complementary Agreement thereto, or any other Agreement between Québec or Canada and any Cree Band, the Grand Council of the Crees (Eeyou Istchee) or the Cree Regional Authority (“Association crie”).

1.4 “Cree Bands”: the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Eastmain Band, the Waskaganish Band, the Nemaska Band, the Waswanipi Band and the Cree Nation of Mistissini, respectively constituted as corporations by the Cree-Naskapi (of Québec) Act, S.C. 1984, c. 18, as well as the collectivity of the Crees of Oujé-Bougoumou (“Bandes cries”).

1.5 “Forestry Board”: the Cree-Québec Forestry Board created pursuant to Chapter 3 of this Agreement (“Conseil Cris-Québec sur la foresterie”).

1.6 “James Bay and Northern Québec Agreement” or “JBNQA”: the Agreement approved, given effect and declared valid by the James Bay and Northern Québec Native Claims Settlement Act (Chapter 32 of the Statutes of Canada, 1976-77) and by the Act approving the Agreement concerning James Bay and Northern Québec (1976, c. 46) and as amended by certain Complementary Agreements (“Convention de la Baie James et du Nord québécois” ou “CBJNQ”).

1.7 “Crees of Oujé-Bougoumou”: the collectivity composed of persons identified as affiliated to the community known as Oujé-Bougoumou, and including persons enrolled or entitled to be enrolled as Cree beneficiaries under the James Bay and Northern Québec Agreement, and acting through the Oujé-Bougoumou Eenuch Association until such time as the Oujé-Bougoumou Band is constituted as a corporation under the Cree-Naskapi (of Québec) Act and, thereafter, the Oujé-Bougoumou Band (“Cris d’Oujé-Bougoumou”).

1.8 “Crees” or “James Bay Crees”: the persons eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the James Bay and Northern Québec Agreement, including the Crees of Oujé-Bougoumou (“Cris” ou “Cris de la Baie James”).

1.9 “Agreement on the Implementation of the Memorandum of Understanding” or “Implementation Agreement”: the Agreement on the Implementation of the Memorandum of Understanding of May 23, 1995 signed March 27, 1998 between Québec and the Grand Council of the Crees (Eeyou Istchee) (“Entente de mise en oeuvre du Protocole d’entente” ou “Entente de mise en oeuvre”).

1.10 “Cree Enterprise”: a Cree Band, or any Cree Entity, or any unincorporated business belonging to a James Bay Cree as well as any corporation in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted for the benefit of any one or more of the aforementioned, holds more than fifty per cent (50%) of the voting shares or a sufficient participation to appoint the majority of directors, as well as any partnership, joint venture, non-profit corporation or other enterprise or legal entity in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted to the benefit of any one or more of the aforementioned, holds directly or indirectly a controlling interest, as well as any affiliate controlled by any such corporation, partnership, joint venture, non-profit corporation or other enterprise or legal entity (“Entreprise crie”).

1.11 “Hydro-Québec”: the corporation duly incorporated under the Hydro-Québec Act (chapter H-5) (“Hydro-Québec”).

1.12 “Business Day”: a day on which banking activities can take place in Québec (“Jour ouvrable”).

1.13 “Le Complexe La Grande (1975)”: the hydroelectric development set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement as amended by Complementary Agreements Nos. 4, 7 and 11 (“Le Complexe La Grande (1975)”).

1.14 “Eastmain 1-A/Rupert Project”: the partial diversion of the Rupert River towards the Eastmain 1 reservoir and the reservoirs of LG-2, LG-2A and LG-1, with or without the addition of a new Eastmain 1-A powerhouse near the Eastmain 1 site, including an East-West access road from the existing Muskeg substation to the Eastmain 1 site, the whole in substantial conformity with the Cramoisie (2001) variant as described in the Boumhounan Agreement between Hydro-Québec and the Grand Council of the Crees (Eeyou Istchee) and the CRA (“Projet Eastmain 1-A/Rupert”).

1.15 “EM 1 Project”: the EM 1 project set out in paragraph 8.1.2 of the James Bay and Northern Québec Agreement (“Projet EM 1”).

1.16 “Memorandum of Understanding” or “MOU”: the Memorandum of Understanding of May 23, 1995 between Québec and the Crees (“Protocole d’Entente”).

1.17 “Québec”: le Gouvernement du Québec (“Québec”).

1.18 “Recipient of Funding”: a limited partnership or Québec resident trust which may be designated by the Grand Council of the Crees (Eeyou Istchee) before March 31st, 2002 in order to receive the annual payment of Québec set out in Chapter 7 of this Agreement in whole or in part or, failing such designation, the Cree Regional Authority. This designation may be modified by the Grand Council of the Crees (Eeyou Istchee) every five (5) years (“Récipiendaire du financement”).

1.19 “Cree Development Corporation” or “CDC”: the Cree Development Corporation referred to in Chapter 8 of this Agreement (“Société de développement crie” ou “SDC”).

1.20 “Société de développement de la Baie James” or “SDBJ”: the corporation established pursuant to the James Bay Region Development Act (chapter D-8) (“Société de développement de la Baie James” ou “SDBJ”).

1.21 “Société d’énergie de la Baie James” or “SEBJ”: the company contemplated by section 39.1 of the Hydro-Québec Act (R.S.Q. c. H-5) (“Société d’énergie de la Baie James” ou “SEBJ”).

1.22 “Cree Category IA lands”: the Category IA lands within the meaning of Section 5 of the JBNQA and subsection 2(1) of the Cree-Naskapi (of Québec) Act, S.C., 1984, c. 18 (“Terres cries de Catégorie IA”).

1.23 “Cree Category IB lands”: the Category IB lands and Special Category IB lands under the meaning of Section 5 of the JBNQA and of section 19 of the Act respecting the Land Regime in the James Bay and New Québec Territories (chapter R-13.1) (“Terres cries de Catégorie IB”).

1.24 “Territory”: the territory contemplated by the James Bay and Northern Québec Agreement. For the purposes of Chapter 3 of this Agreement, the “Territory” shall have the meaning set out in section 3.3 of this Agreement. For the purposes of Chapters 4, 5 and 7, the term “Territory” shall be the territory defined in subparagraph 22.1.6 of the JBNQA and the territories of the Mistissini and Whapmagoostui trapping areas located North of the 55th parallel as described in Schedule 1 of Section 24 of the JBNQA.

Nothing in this definition shall be interpreted as reducing, enlarging or otherwise affecting the territorial application of the rights of the Crees or of any other aboriginals under the terms of the JBNQA or otherwise. This definition is for the purposes of this Agreement and does not modify the definition of Territory provided in paragraph 22.1.6 of the JBNQA for the purposes of Section 22 of the JBNQA (“Territoire”).

CHAPTER 2

GENERAL PROVISIONS

2.1 Both the Cree Nation and the Québec Nation agree to place emphasis in their relations on those aspects that unite them as well as on their common desire to continue the development of Northern Québec and the self-fulfilment of the Cree Nation.

2.2 The Cree Nation must continue to benefit from its rich cultural heritage, its language and its traditional way of life in a context of growing modernization.

2.3 This Agreement marks an important stage in a new nation-to-nation relationship, one that is open, respectful of the other community and that promotes a greater responsibility on the part of the Cree Nation for its own development within the context of greater autonomy.

2.4 Québec will promote and facilitate the participation of the James Bay Crees in forestry, hydroelectricity and mining development in the Territory through partnerships, employment and contracts.

2.5 This Agreement has the following purposes:

(a) The establishment of a new nation-to-nation relationship, based on the common will of the parties to continue the development of the James Bay Territory and to seek the flourishing of the Crees and the Cree Nation within a context of growing modernization;

(b) The assumption of greater responsibility on the part of the Cree Nation in relation to its economic and community development and, in so doing, the achievement of increased autonomy with a greater capacity to respond, in partnership with Québec, to the needs of the Crees;

(c) The setting up of means in order to allow the parties to work together in regard to the development of mining, forestry and hydroelectric resources in the Territory for the period of application of this Agreement;

(d) The settlement, with discharges identified in this Agreement, for the period of application of this Agreement, of the provisions pertaining to the economic and community development of the Crees found in the provisions of the JBNQA identified in this Agreement (as amended as the case may be by Complementary Agreements thereto), including the nature, scope and implementation of Québec’s commitments in this respect;

(e) The definitive settlement or the withdrawal of the legal proceedings opposing the Crees, Québec and SDBJ in accordance with the provisions of the present Agreement and the establishment of a process to resolve the legal proceedings opposing the Crees, Hydro-Québec and the SEBJ;

(f) The consent of the Crees to the carrying out of the Eastmain 1-A/Rupert Project;

(g) To facilitate the construction of the EM 1 Project.

2.6 The parties agree to Complementary Agreements to the James Bay and Northern Québec Agreement, the texts of which are attached to this Agreement as Schedule A.

2.7 Québec undertakes to submit to and to recommend to the National Assembly the special legislation relating to this Agreement and the amendments to its laws of general or specific application in order to ensure their coherence with this Agreement and the attached Complementary Agreements. A non exhaustive list of laws so amended and a brief description of certain amendments are set out in Schedule B hereof. Québec will consult the Cree Regional Authority in respect to the legislation to be recommended prior to the submission thereof to the National Assembly.

2.8 The provisions of the James Bay and Northern Québec Agreement, and of the existing agreements and existing financial arrangements will continue to apply in the absence of indications to the contrary in this Agreement. It is noted in particular that Québec will continue to fund for the Crees, pursuant to the provisions of the James Bay and Northern Québec Agreement, its share of the services and fixed assets stipulated in the James Bay and Northern Québec Agreement, including but not limited to:

(a) health care and social services;

(b) education services;

(c) income security programs, including the income security program for Cree hunters and trappers;

(d) public security and administration of justice;

(e) the Hunting, Fishing and Trapping Coordinating Committee and environmental committees.

2.9 Without limiting in any way the previous provisions and simply for greater certainty, Québec further confirms that nothing contained in this Agreement shall prejudice, detrimentally affect or restrict the rights of the James Bay Crees as set out in paragraphs 2.11, 2.12 and 28.1.1 of the James Bay and Northern Québec Agreement. Consequently, Québec will maintain for the Crees access to regular programs subject to the usual application criteria of these programs.

2.10 This Agreement does not contemplate and does not affect the obligations of Canada towards the Crees including those stipulated in the James Bay and Northern Québec Agreement.

CHAPTER 3

FORESTRY

GENERAL PROVISIONS

3.1 The Québec forestry regime will apply in the Territory in a manner that allows:

(a) adaptations to better take into account the Cree traditional way of life;

(b) greater integration of concerns relating to sustainable development;

(c) participation, in the form of consultation, by the Crees in the various forest activities operations planning and management processes.

3.2 The forestry regime, as adapted, applicable in the Territory will respect the principles set out in the Forest Act (chapter F-4.1 as amended by, 2001, c.6), in the JBNQA, and those set out herein.

TERRITORY OF APPLICATION

3.3 The parties agree that the present adapted forestry regime shall apply to the Territory indicated on the map attached as Annex C-1, within the boundaries of the JBNQA Territory.

ADAPTATIONS TO AND EVOLUTION OF THE FORESTRY REGIME

3.4 The provisions of this Agreement regarding forestry have, among other things, the objective of establishing an adapted forestry regime which will fix particular rules and procedures applicable to the Territory to meet the goals of improved taking into account of the hunting, fishing and trapping activities of the Crees and improved conciliation of forest activities with such Cree activities.

3.5 Subject to adaptations and modifications resulting from the adapted forestry regime for the Territory, Québec’s forest standards apply in the Territory. Such adaptations and modifications shall not be interpreted so as to restrict or limit these standards.

3.6 The forestry regime applicable in the Territory will evolve over the duration of this Agreement taking into account the principles set out herein and the recommendations of the Cree-Québec Forestry Board.

MODALITIES OF THE ADAPTED FORESTRY REGIME

3.7 Limits of the territorial reference units and use of ecological data

3.7.1 For the Territory referred to in section 3.3 of this Chapter, traplines will be used as a basis for delimiting the territorial reference units (UTR). Given the current configuration of the common areas, however, some traplines may fall into more than one UTR. For the next general management plans which will be configured on the basis of the new management units (by September 1st, 2002 at the latest), the UTR boundaries must correspond to the boundaries of one trapline.

3.7.2 The Cree Regional Authority will be responsible for specifying the boundaries of Cree traplines within the Territory to a scale of 1:20,000 before April 1st, 2002. The trapline boundaries will be identified solely for the purposes of applying the adapted forestry regime including the determination of the UTRs.

3.7.3 During the transitional period from April 1st, 2002 to the adoption of the next generation of general forest management plans (April 2008), the Ministère des Ressources naturelles, de la Faune et des Parcs (MRNFP) will take appropriate steps to ensure that the relevant data are compiled for each Cree trapline so as to be able to integrate into the annual forest management plans the terms and conditions stipulated in sections 3.9, 3.10, 3.11, 3.12 and 3.13 of this Chapter.

The limits of the Cree traplines established within the Territory will be used as territorial reference units for the purposes of application of the adapted forestry regime as soon as possible and at the latest by April 1st, 2004.

3.7.4 The ecological data available for the designation of the biophysical components of those areas will be used as a basis for the technical analysis in order to guide the development of the management strategies to be favoured.

3.8 Determination of the new management units

3.8.1 The calculation of the annual allowable cut will be determined on the basis of the new management units which will, in principle, be made of groupings of traplines. These management units will be determined in technical discussions carried out jointly by the Crees and the MRN. The objective is to determine various groupings of three (3) to seven (7) complete traplines, with modulations when necessary.

3.8.2 The new management units shall be made of groupings of traplines that are, as far as possible, contiguous and in a single block, allowing for exceptions. In establishing these groupings, the following criteria will also be taken into account:

(a) the host community and/or the kindred relationship of the tallymen and the Cree users of the traplines;

(b) the key historical and ecological factors;

(c) forest structure factors, to improve the distribution of age categories;

(d) the temporary delimitation proposed as the northern limit.

3.8.3 Some traplines can only be partially included in a management unit because they are situated on the border of the northern limit of the commercial forest and/or are partially within Category I lands. In these cases, a trapline equivalence value will be applied. In order to do so, the basis applicable will be the proportion of the trapline that can be included in the management unit in relation to the total area of the trapline. On this basis, one finds the sum of the fractions of included traplines to determine the equivalence value. Thus, three traplines of which only a third of the area can be included in a management unit will be considered as the equivalent of a single complete trapline for the calculation of the number of traplines in a management unit.

3.8.4 The annual allowable cut will be calculated and revised in a way that incorporates the rules established in this Chapter.

3.8.5 In the event that a modification of the northern limit would require a modification of the groupings of traplines which form the new management units as determined jointly by the Crees and the MRN, the parties must proceed jointly to determine new groupings in conformity with the previous provisions, and the other provisions of this Chapter shall apply in these territories.

3.8.6 Upon signing the Agreement, a provisional Cree-Québec working team shall be constituted to determine the limits of the new management units.

3.8.7 The provisional Cree-Québec working team shall make a proposal concerning the limits on or before March 31st, 2002. The proposal shall be the object of public consultations by the Ministre des Ressources naturelles.

3.8.8 The result of this consultation will be examined by the provisional Cree-Québec working team.

3.8.9 The new management units shall be determined jointly by the provisional Cree-Québec working team before September 1st, 2002. The Ministre des Ressources naturelles shall approve the new management units and shall notify the agreement holders in conformity with the Forest Act. The final determination of the new management units must be in accordance with the principles and criteria of the present section.

3.9 Sites of special interest to the Cree - Identification of sites of interest to the Cree

3.9.1 Sites of interest will be identified and mapped by the Crees, in cooperation with the ministère des Ressources naturelles. In most cases, the total area of these sites will not exceed 1% of the total area of a trapline included in a management unit.

No forest management activities may be undertaken in these areas unless the tallyman agrees otherwise. In such cases, specific measures of protection and standards of forest management aimed at satisfying the specific needs of the Cree users will be agreed through the joint working group of each community concerned.

3.9.2 Sites of interest may include, notably, the following:

(a) Permanent camps;

(b) Seasonal camps;

(c) Traditional, cultural and sacred sites;

(d) Burial sites;

(e) Fruit picking areas;

(f) Archaeological sites;

(g) Sites with archaeological potential;

(h) Extension of protective strips;

(i) Portage trails;

(j) Bear dens;

(k) Waterfowl blinds;

(l) Drinking water supply sources;

(m) Other requests.

3.10 Sites of special interest to the Cree - Conservation of forested areas presenting wildlife interest for the Cree

3.10.1 Specific management standards will be applied to maintain or improve the habitat of very important wildlife species (moose, marten, beaver, hare, fish, caribou, partridge) and portions of each trapline will benefit from specific protection to improve the level of harmonization between forest management activities and traditional activities including hunting, fishing and trapping.

3.10.2 The location of these areas of wildlife interest will be under the direct responsibility of the tallyman, in a spirit of cooperation with other stakeholders on the Territory. The boundaries of the areas of special interest may be identified on the basis of data similar to that collected in regard to the “Cree land use and identification” (1986) or on the basis of a new analysis that will identify certain parts of watersheds that are particularly productive or intensively used by the Crees. The surface area of these sites of wildlife interest will in principle cover 25% of the productive forest area of each trapline included in a management unit without exceeding this percentage of 25%.

3.10.3 Within the selected areas, forest management activities will be planned with the priority goal of maintaining and improving a diversity of ecoforest stands, in terms of plant species, age classes and spatial distribution. In the long term, this planning approach should provide a diversity of age classes similar to the structure of a “standard” forest. The current structure of the forests in the Territory is not as diversified and is likely to remain at this level for several decades. With this in mind, it is possible to intervene in order to rejuvenate certain stands while still maintaining productive habitats throughout these areas of particular interest to Cree families.

3.10.4 The following measures will be applied in order to reach a better balance in the mid term:

(a) Only mosaic cutting should be applied in these areas, unless better techniques are developed to protect wildlife habitats;

(b) the terms and conditions set out in Schedule C-2 are applied with the following amendments:

i. at least 50% of the productive area with stands over seven (7) meters in height must be left standing, including at least 10% in forests over ninety (90) years old;

ii. the location of the residual forest blocks to be preserved is decided by the agreement and contract holders in cooperation with the tallyman;

iii. the blocks must be spread over the area in such a way that they are interconnected. Where necessary, breaks in the hiding cover should not be more than thirty (30) meters wide;

iv. the residual forest must be left standing for a period long enough to allow the regeneration to reach a minimum average height of seven (7) meters;

(c) the annual rate of harvesting authorized in forested areas presenting wildlife interest to the Cree will be modulated according to the level of prior disturbance in each trapline. In a trapline where the level of disturbance in the last twenty (20) years is less than 15%, new logging activities may be carried out on an annual maximum of 4% of the productive area of the forested areas presenting wildlife interest in the trapline. This annual percentage should be reduced to 3% when the overall level of disturbance is between 15% and 30%, and to 2% when the overall level of disturbance is between 30% and 40%.

3.11 Maintaining forest cover in the whole of each trapline

3.11.1 The following measures will be taken to ensure the protection of a residual forest cover:

(a) conservation, per trapline, of a minimum of 30% of the productive surface area composed of stands measuring more than seven (7) meters in height;

(b) logging will not be permitted in traplines that have been logged or burnt over more than 40% of their productive surface area in the last twenty (20) years;

(c) carry out mosaic cutting with protection of regeneration and soils (CPRS). The target level would be 75% as of April 1st, 2004 (see the definition of mosaic cutting in Schedule C-2);

(d) limit to a maximum of one hundred (100) hectares the size of a single-block cutting area in sectors where cutting with separator strips will be carried out. In addition, 40% of the total logged area must be composed of blocks of less than fifty (50) hectares;

(e) modulate the annual level of authorized timber harvesting in each trapline according to the level of previous disturbances:

— in the areas subject to a first phase of harvesting, the traplines where the level of disturbance in the last twenty (20) years is less than 15% should be subject to CPRS up to an annual maximum of 8% of the productive forest area. This annual percentage would be reduced to 6% when the disturbed area is between 15% and 30%. It would fall to 4% annually when the level of disturbance is between 30% and 40%;

— in traplines that were subjected to intensive logging more than twenty (20) years ago, the annual admissible cutting level will be reduced. Thus, traplines where the level of disturbance in the last twenty (20) years is less than 15% should be subject to CPRS over an annual maximum of 5% of their productive areas. This annual percentage would be reduced to 3% when the disturbed area is between 15% and 30%. It would fall to 2% when the level of disturbance is between 30% and 40%;

(f) protect tall regeneration, where the situation allows;

(g) use silvicultural practices that foster the maintenance of diversified habitats, in particular by avoiding the elimination of hardwood trees (see Schedule C-3);

(h) develop a separate forest management approach for mixed stands (see Schedule C-3).

3.12 Protection of forests adjacent to watercourses and lakes

3.12.1 A twenty (20) meters wide protective strip on each side of all permanent watercourses and around lakes shall be maintained.

3.12.2 In order to address concerns related to the maintaining of a variety of wildlife habitats near major rivers: along rivers more than five (5) meters wide, a forest strip more than two hundred (200) meters wide will be maintained along one of the banks. Whenever possible, cutting areas should be distributed alternatively along the two banks of such rivers. Therefore, only mosaic cuttings can be authorized within the two hundred (200) meters band along the banks of such rivers.

3.12.3 To preserve the aesthetic appearance of landscapes along the shore of large lakes with a surface area of more than five square kilometers (5 km2), only mosaic cuttings will be allowed in forests that are visible from the shores of the lake, for a distance of one point five kilometer (1.5 km).

3.13 Development of the road access network

3.13.1 To facilitate the harmonization of the various uses of the Territory, the road network development plan must be subject to concerted action between the agreement holder and the tallyman responsible for each trapline.

Due consideration shall be given to:

(a) limit the number of road connections between two traplines. In this spirit, road junctions must be planned in such a manner as to form closed circuits that do not permit easy passage to the roads of neighbouring traplines. The construction of winter roads may also be encouraged in areas where limiting connections are desirable;

(b) limit the construction of new direct access routes from forestry roads to permanent watercourses and lakes except for the construction of bridges and culverts;

(c) prior to approval, submit the Plans régionaux de développement des terres publiques (PRDTP) to the joint working groups in a sufficient and reasonable time prior to approval for their considerations and comments according to their mandate as defined in the present Agreement.

3.13.2 Prior to the adoption of the first Plan régional de développement des terres publiques for the Nord-du-Québec region, the Ministre des Ressources naturelles undertakes to consult the Cree Regional Authority regarding all applications for a private vacation lease situated in the Territory. The Cree Regional Authority shall have a maximum of sixty (60) days from receipt of the application to make its comments to the Ministre des Ressources naturelles.

3.13.3 Moreover, Québec undertakes to promote the holding of a coordination table with various governmental bodies and the Crees in order to identify and circumscribe issues concerning access to the Territory. The coordination table will report to the Standing Liaison Committee established in accordance with Chapter 11 of the Agreement prior to December 31, 2006.

IMPLEMENTATION MECHANISMS

3.14 Two (2) levels of intervention are provided for: a) the Cree-Québec Forestry Board; and b) the joint working groups.

CREE-QUÉBEC FORESTRY BOARD

3.15 The parties agree to the creation of the Cree-Québec Forestry Board with the purpose of permitting a close consultation of the Crees during the different steps of planning and managing forest management activities in order to implement the adapted forestry regime.

3.16 The Cree Regional Authority and Québec shall each appoint five (5) members to the Cree-Québec Forestry Board. In addition, a Chairperson shall be appointed to the Cree-Québec Forestry Board by le Gouvernement du Québec upon recommendation of the Ministre des Ressources naturelles.

3.17 Before recommending to le Gouvernement du Québec a person to be appointed as Chairperson of the Cree-Québec Forestry Board, the Ministre des Ressources naturelles must consult with the Cree Regional Authority on possible candidates in order to reach a joint recommendation.

3.18 Failing a joint recommendation by the Ministre des Ressources naturelles and the Cree Regional Authority on a candidate for Chairperson of the Cree-Québec Forestry Board, the Ministre:

(a) must submit a candidate to the Cree Regional Authority which will have a delay of thirty (30) days to accept or refuse to agree to the appointment;

(b) in case of refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister must submit another candidate to the Cree Regional Authority which will again have a delay of thirty (30) days to accept or to refuse to agree to the appointment;

(c) in case of a second refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister must submit another candidate to the Cree Regional Authority which will again have another delay of thirty (30) days to accept of refuse to agree to the appointment;

(d) in case of a third refusal by the Cree Regional Authority, the candidate may not be appointed as Chairperson of the Cree-Québec Forestry Board and the Minister may either continue submitting other candidates to the Cree Regional Authority, though not obliged to do so, or recommend another candidate to le Gouvernement du Québec for appointment as Chairperson of the Cree-Québec Forestry Board.

3.19 Unless the Cree Regional Authority and Québec agree otherwise, the Chairperson of the Cree-Québec Forestry Board may not be employed by le Gouvernement du Québec or a Crown corporation and cannot have a financial interest in, or be an employee of, any forestry enterprise having interests in the Territory.

3.20 The members appointed by the Cree Regional Authority and Québec shall be appointed and replaced from time to time at the discretion of the respective appointing party. The Chairperson shall however be appointed for a fixed term not exceeding three (3) years. The term of the Chairperson is not renewable unless the Cree Regional Authority and Québec agree otherwise. At the end of his mandate of three (3) years, the Chairperson shall remain in office until the appointment of his successor, who shall be appointed within twelve (12) months from the end of his mandate.

3.21 The Vice-Chairperson of the Cree-Québec Forestry Board shall be appointed by the members of that Board from among those members appointed by the Cree Regional Authority.

3.22 The Chairperson, or any member designated by him in his absence, presides over the meetings.

3.23 Quorum at meetings of the Cree-Québec Forestry Board shall be a majority of its members insofar as at least three (3) members appointed by the Cree Regional Authority and three (3) members appointed by Québec are present.

3.24 A member of the Cree-Québec Forestry Board may, upon his appointment, execute a written proxy in the form provided by the Cree-Québec Forestry Board in favour of the other members, including their replacements, appointed by the party that appointed the member executing the proxy. The holder of such a proxy has the right to vote and otherwise act in the place of the absent member from whom the proxy has been obtained, in addition to the voting and other rights that the member holding the proxy is entitled to exercise in his own right.

3.25 The members appointed by the Cree Regional Authority may be accompanied at meetings of the Cree-Québec Forestry Board by up to two (2) technical advisors who will have the right to address the Cree-Québec Forestry Board and participate in its deliberations but who will not have the right to vote. The members appointed by Québec may also be accompanied by up to two (2) technical advisors under the same conditions.

3.26 All decisions at the Cree-Québec Forestry Board shall be made by a majority of the votes cast. Dissents by Board members shall be recorded and reported.

3.27 The Cree-Québec Forestry Board shall meet at least six (6) times each year unless its members decide otherwise. Such meetings will be held regularly in the Territory. The Board may hold its meetings elsewhere in Québec if necessary.

3.28 A secretariat is hereby created for the needs of the Cree-Québec Forestry Board. The secretariat is located in Waswanipi. The Ministre des Ressources naturelles shall make available to the secretariat all relevant and available information required for the adequate execution of its mandate and operations.

3.29 The Cree-Québec Forestry Board may establish and adopt by-laws regulating its own internal operations, including notice and place of its meetings and other matters relating to the administration of the Cree-Québec Forestry Board. Such by-laws must be in conformity with the provisions of this Chapter and will be subject to the approval of a majority of members appointed by the Cree Regional Authority and a majority of members appointed by Québec.

3.30 The Cree-Québec Forestry Board shall have the following main responsibilities:

(a) to monitor, analyse and assess the implementation of the forestry provisions of this Agreement which contemplate an adapted forestry regime for the Territory;

(b) to recommend to the parties, as the case may be, adjustments or modifications to the forestry provisions of this Agreement;

(c) to bring to the attention of the Ministre des Ressources naturelles proposals, preoccupations and comments related to laws, regulations, policies, programs, management guides and field guides related to forestry as well as guidelines, directives or instructions related to the preparation of all forest management plans;

(d) to review the implementation mechanisms for the joint working groups regarding the elaboration, the consultations, and the monitoring of all forest management plans applicable in the Territory;

(e) to be involved in the different planning processes of forest management activities in the Territory and to participate in the different stages of the management of forest activities, in particular those connected to the review of the general forest management plans prior to their approval as well as in regard to proposed modifications to those plans. The Board will have one hundred twenty (120) days from the receipt of the general plans and ninety (90) days from the receipt of the modifications to make comments to the Ministre des Ressources naturelles prior to the approval of the plans or modification thereto; the Ministre des Ressources naturelles may extend these timeframes if he considers it appropriate;

(f) to study the annual forest management plans after their approval, which plans shall be sent to the Cree-Québec Forestry Board on demand in order that it may make known to the Ministre des Ressources naturelles, as the case may be, proposals, concerns and comments regarding these plans, and particularly in regard to systemic issues concerning these plans or the process of their elaboration or approval;

(g) any other responsibilities in regard to forestry which may be assigned to it from time to time jointly by the parties.

3.31 The Ministre des Ressources naturelles shall consider the comments and views of the Cree-Québec Forestry Board and shall provide information about his position or, as the case may be, about the main reasons justifying his decision.

3.32 The Cree-Québec Forestry Board must produce and submit to the parties an annual report.

JOINT WORKING GROUPS

3.33 Joint working groups at the community level are hereby established in each Cree community.

3.34 After the signature of the Agreement, a joint working group composed of four members will be established for each Cree community affected by forest management activities.

3.35 Two members of the joint working group shall be appointed by each Cree community according to the method of selection chosen by each Cree community. Two members of the joint working group shall be appointed by the Ministre des Ressources naturelles.

3.36 The Cree members and the Québec members shall be appointed and replaced from time to time at the discretion of the respective party.

3.37 Each joint working group may adopt any internal operating rule that is consistent with its mandate.

3.38 If the parties so agree, the number of members of the joint working groups may be modified to take into account the particular circumstances of each community.

3.39 Each party shall identify one representative who shall be responsible for ensuring the smooth progress of the work.

3.40 In all cases in which the joint working groups make recommendations, they may be unanimous or not. In the latter case, the respective positions of the members of the joint working groups shall be sent to the Ministre des Ressources naturelles and to the Cree-Québec Forestry Board.

3.41 The joint working groups have the following mandate:

(a) to integrate and implement the specific rules agreed upon in this Chapter;

(b) when required, to elaborate harmonization measures flowing from the technical provisions of this Chapter;

(c) to ensure that each party places all relevant and available forestry-related information at the disposal of the other party;

(d) to review conflictual uses in order to find acceptable solutions;

(e) to discuss any technical issues, including the acquisition of knowledge considered necessary by the joint working group;

(f) to ensure the implementation of the processes relating to the preparation, consultation and monitoring of the forest management plans;

(g) to adopt internal operating rules.

3.42 In all cases in which the Ministre des Ressources naturelles receives recommendations from the joint working groups, he must take into consideration the recommendations of the joint working groups, of their members and of the conciliator appointed pursuant to Schedule C-4, he must explain his position and must inform the joint working groups of his reasons for not accepting the recommendations or corrections sought, as the case may be.

3.43 The ministère des Ressources naturelles shall provide the Cree members of the joint working groups with the necessary and available ecological and forestry information as well as the data from the forest inventory (including data in digital format) and computer programs developed by and for the ministère des Ressources naturelles (for example, Sylva II) so as to allow them to perform their activities and mandates. This includes, among others, ecoforestry maps, silvicultural and ecological guides as well as the standards established by the ministère des Ressources naturelles in respect to forest management activities.

3.44 Each joint working group shall identify the relevant documents that shall be drafted and provided in terms and language understood by the Crees and the Cree communities. It is understood that, at the very least, the Cree section of the general forest management plans shall be entirely translated into English by the ministère des Ressources naturelles. Moreover, summaries of plans and documents deemed to be important by each joint working group shall be provided by the ministère des Ressources naturelles in English. To this end, the parties will agree during the implementation of the present adapted forestry regime on lists of documents that are deemed important and of summaries to be provided in English.

3.45 The joint working groups shall make the information they have available to the Cree tallymen as well as agreement holders for use in the process of elaboration, consultation and monitoring of forest management plans.

3.46 If so required by the Cree tallyman, the joint working groups shall take all necessary measures to protect the confidentiality of the information derived from Cree traditional expertise and may, at their discretion, establish a system of identification and protection of such information.

3.47 The stages of the elaboration, consultation and monitoring of forest management plans are described in Schedule C-4.

3.47.1 A copy of the forest management permits and modifications thereto authorizing the carrying out of forest management activities in the Territory described in Section 3.3 of the present Agreement, is transmitted to Joint Working Groups by the Minister as soon as issued to agreement holders.

FUNDING

The funding of the Cree-Québec Forestry Board and the joint working groups shall be as follows:

3.48 Each party shall assume the remuneration and the travel costs of its own members on the Cree-Québec Forestry Board.

3.49 The remuneration and the expenses of the Chairperson of the Cree-Québec Forestry Board shall be assumed by Québec.

3.50 Each party shall assume the costs of the members of the joint working groups that they appoint.

3.51 For the period starting at the signing of the Agreement until March 31st 2003, Québec shall assume the administrative and secretarial costs of the Cree-Québec Forestry Board and the joint working groups for a total amount of two million dollars ($2,000,000).

3.52 Thereafter, each party shall assume half the costs of the Cree-Québec Forestry Board and the joint working groups, it being understood that the costs are presently estimated at a total of one million dollars ($1,000,000) per Financial Year.

3.53 Québec shall assume the reasonable costs of providing the tools and the relevant and available information for the purposes of the application of the adapted forestry regime.

EFFECT OF THE ADAPTED FORESTRY REGIME

3.54 The adapted forestry regime shall not have the effect of modifying the boundaries of the Cree traplines. Furthermore, it shall not affect the hunting, fishing and trapping rights of the Crees provided for in the JBNQA for this Territory, including the harvesting rights provided for in Section 24 of the JBNQA.

ACCESS TO FOREST RESOURCES

3.55 Québec shall make available to the Cree Enterprises, five (5) years after the signature of this Agreement at the latest, an annual volume of three hundred fifty thousand (350,000) cubic meters of timber volume within the limits of the commercial forest situated in the Territory, south of the provisional northern limit in effect at the time of the signature of the Agreement.

3.56 This timber volume shall be allocated primarily by means of forest management agreements under the provisions of the Forest Act.

3.57 This timber volume shall be in addition to any forestry management operations on Cree Category IA and IB lands and in addition to the wood allocated to Nabakatuk Forest Products Inc. on the date of the signature of the present Agreement.

3.58 The distribution of these allocations will be determined by the Cree Regional Authority which will advise the Ministre des Ressources naturelles thereof.

3.59 Québec undertakes to respect the following schedule for the allocation of this volume of timber:

(a) during the course of the 2002 calendar year, Québec will make available to Cree Enterprises a minimum annual volume of seventy thousand (70,000) cubic meters. This minimum volume will continue to apply during the course of the 2003 calendar year;

(b) by June 30th, 2004, Québec will make available to Cree Enterprises an additional minimum annual volume of fifty-five thousand (55,000) cubic meters, for a total annual minimum volume of one hundred twenty-five thousand (125,000) cubic meters. This minimum annual volume of one hundred twenty-five thousand (125,000) cubic meters will continue to apply during the course of 2004 and 2005 calendar years;

(c) during the course of the 2006 calendar year, Québec will make available to Cree Enterprises an additional annual volume which allows the minimum annual volume of three hundred fifty thousand (350,000) cubic meters to be reached.

These minimum annual volumes are guaranteed.

EMPLOYMENT AND CONTRACTS

3.60 Québec will encourage forestry enterprises operating in the Territory to employ James Bay Crees in their forestry activities and to provide contracts to James Bay Crees and Cree Enterprises and will facilitate such employment and contracts by:

(a) requiring such forestry enterprises to provide in their plans and forestry reports:

i. the number of Crees employed as well as the number of contracts concluded with Crees and Cree Enterprises;

ii. the employment and contract opportunities expected in the subsequent year;

(b) providing such information to the Cree Regional Authority;

(c) facilitating and encouraging forums and discussions between the James Bay Crees and the forestry enterprises operating in the Territory in order to review employment, contracts and partnership opportunities in forest activities.

MUSKUCHII TERRITORY

3.61 Considering the importance of the Muskuchii territory as expressed by the Crees, the boundaries of which appear in Schedule C-5, the Ministre des Ressources naturelles undertakes not to issue any annual management permits for the construction of forestry roads and harvesting of timber during the six (6) month period following the signature of the present Agreement.

3.62 During this period, the Ministre des Ressources naturelles undertakes to evaluate the advisability of recognizing an exceptional forest ecosystem (EFE) within the territory of Muskuchii. Furthermore, the Crees will take steps with other departments and agencies of the Gouvernement du Québec with a view to ensuring a special status for Muskuchii territory and the application of other necessary measures.

FIREWOOD

3.63 In order to respond to the needs of the Cree trappers for firewood, non-Aboriginal holders of permits delivered in virtue of the Forest Act shall not harvest firewood within an area of seventy-five (75) hectares surrounding each permanent Cree camp. It is understood that this measure shall apply outside of the area identified around each permanent camp as a site of special interest for the Crees.

3.64 In cases where there is no firewood available near the camp, firewood cutting areas covering seventy-five (75) hectares will be set aside and the ministère des Ressources naturelles will not deliver any firewood harvesting permits to non-Aboriginals within such areas.

AGREEMENTS WITH FORESTRY ENTERPRISES

3.65 Nothing in this Agreement precludes or restricts agreements between Cree individuals or Bands and forestry enterprises.

CONFLICT AND INCOMPATIBILITY

3.66 Subject to the provisions of the JBNQA, in the case of a conflict or incompatibility between the Forest Act and the regulations thereunder or any other related law and the present adapted forestry regime, the provisions of the adapted forestry regime shall take precedence to the degree necessary to resolve such conflict or incompatibility.

SCHEDULE

3.67 Schedule C, which includes Part I (C-1), Part II (C-2), Part III (C-3), Part IV (C-4), Part V (C-5) and Part VI (C-6), forms an integral part of this Chapter.

CHAPTER 4

HYDROELECTRICITY

GENERAL PRINCIPLES

4.1 Hydroelectric development projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement but subject to the provisions of Section 8 of the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

4.2 Québec will encourage and facilitate the signature of agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to hydroelectric projects in the Territory.

4.3 Québec will ensure that Hydro-Québec encourage partnerships and joint ventures with Cree Enterprises and enter into agreements with the Crees concerning remedial works, employment and contracts resulting from its activities in the Territory.

4.4 The applicable parameters of construction contracts for the Crees and Cree Enterprises in regard to a specific hydroelectric project will be set out in separate agreements for each such project, being understood that these contracts shall be consistent with the proponent’s usual requirements in regard to quality, costs and timelines.

4.5 Québec will adopt administrative measures, notably in collaboration with the Commission de la Construction du Québec, in order to facilitate the access by Cree workers to employment opportunities resulting from hydroelectric development in the Territory.

4.6 The agreements referred to in paragraphs 4.3 and 4.4 for the EM 1 Project and the Eastmain 1-A/Rupert Project are those referred to in sections 4.10 and 4.16 respectively.

EM 1 PROJECT

4.7 The parties acknowledge that the EM 1 Project described in the Nadoshtin Agreement referred to in section 4.10 of this Agreement, as a stand-alone project, substantially conforms to the EM 1 Project as contemplated by paragraph 8.1.2 of the JBNQA, and, subject to the provisions hereof, the Crees consent to the construction of the EM 1 Project which may begin subsequent to the coming into force of this Agreement.

4.8 Québec undertakes to apply the necessary measures to inforce the provisions of Schedule 1 of the Nadoshtin Agreement.

4.9 Hydro-Québec will assume the costs of all remedial works required under government authorizations for the EM 1 Project.

4.10 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the EM 1 Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement and known as the Nadoshtin Agreement.

EASTMAIN 1-A/RUPERT PROJECT

4.11 In consideration of this Agreement, the Crees consent to the carrying out of the Eastmain 1-A/Rupert Project. This consent does not extend to any other project. The parties reserve their respective positions in regard to other projects, including their positions as to whether or not Cree consent is required for any specific project.

4.12 The Eastmain 1-A/Rupert Project will be subject to the applicable environmental legislation and to the environmental and social protection regime stipulated in Section 22 of the James Bay and Northern Québec Agreement according to the terms of that Section.

4.13 The parties will endeavour to harmonize insofar as possible the assessment processes applicable to the Eastmain 1-A/Rupert Project in order to avoid duplication. The parties will work together to ensure efficient and proper evaluations of this project.

4.14 The Crees will be directly involved and consulted in the technical description of the Eastmain 1-A/Rupert Project throughout the stages of feasibility studies and permit processes relating to this project.

4.15 Hydro-Québec will assume the costs of all the remedial works required under government authorizations for the Eastmain 1-A/Rupert Project.

4.16 Remedial works for the Crees, employment for Crees, contracts for Crees and Cree Enterprises and various other matters concerning the Eastmain 1-A/Rupert Project are set out in a separate agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement. This agreement is known as the Boumhounan Agreement.

4.17 No Cree Category I lands will be flooded or used for a new road or for a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. There exists a possibility that certain Category II lands may be flooded or used for a new road or a new or relocated power line in relation to the Eastmain 1-A/Rupert Project. It is understood that the use of Category II lands for such purposes will be avoided as much as possible and, should such lands nevertheless be so required, they will be replaced.

4.18 Québec agrees to discuss with the Cree Bands of Waskaganish, Waswanipi and Nemaska a revised land selection for their Cree Category I lands forthwith upon the receipt by the proponent of all required authorizations to proceed with the construction of the Eastmain 1-A/Rupert Project thus resulting in the definitive abandonment of the Nottaway, Broadback and Rupert (N.B.R.) Complex. This revision will concern the possible reconfiguration of these lands to take into account the abandonment of the N.B.R. Complex.

FULFILMENT OF CERTAIN PAST UNDERTAKINGS OF HYDRO-QUÉBEC

4.19 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have executed contemporaneously with this Agreement the Cree Employment Agreement (Eeyou Apatisiiwin Niskamon) relating to the employment of one hundred and fifty (150) Crees in permanent Hydro-Québec jobs as contemplated under subsection 11.2 of the La Grande (1986) Agreement.

4.20 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new Mercury Agreement.

4.21 The Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec have also executed contemporaneously with this Agreement a new agreement respecting the fulfilment of certain undertakings of Hydro-Québec towards the James Bay Crees and setting up an exchange table in order to improve relations between Hydro-Québec and the James Bay Crees.

CONNECTION OF WASKAGANISH AND WHAPMAGOOSTUI TO HYDRO-QUÉBEC NETWORK

4.22 The modalities relating to the connection by Hydro-Québec to its network of Waskaganish within five (5) years and of Whapmagoostui as soon as possible are set out in an agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-Québec executed contemporaneously with this Agreement.

CHAPTER 5

MINING

GENERAL PRINCIPLES

5.1 Mining projects will continue to be subject to the applicable environmental legislation and to the applicable environmental and social protection regime stipulated in the James Bay and Northern Québec Agreement.

REMEDIAL WORKS, EMPLOYMENT AND CONTRACTS

5.2 Québec will facilitate and encourage agreements between promoters and the Crees concerning remedial works, employment and contracts in respect to any future mining activities in the Territory, including exploration.

MINERAL EXPLORATION

5.3 Québec will promote and facilitate the participation of the James Bay Crees in mineral exploration activities in the Territory. In particular, Québec and the Crees will set up before April 1st, 2002 a Mineral Exploration Board which will be largely composed of Cree representatives but with some representation by Québec. This Board will benefit as of the 2001-02 Financial Year from the available regular program funding of Québec for such purposes presently set at three hundred thousand dollars ($300,000) per Financial Year. The main purposes of this Mineral Exploration Board will be to:

(a) assist the Crees in accessing mineral exploration opportunities;

(b) facilitate the development of mineral exploration activities by Cree Enterprises;

(c) facilitate and encourage the access by the Crees and Cree Enterprises to regular Québec program funding and other encouragements for mineral exploration activities;

(d) act as an entry mechanism for offers of services by Crees and Cree Enterprises in the field of mineral exploration.

CHAPTER 6

ECONOMIC AND COMMUNITY DEVELOPMENT

ASSUMPTION BY THE CREES OF CERTAIN JAMES BAY AND NORTHERN QUÉBEC AGREEMENT COMMITMENTS

6.1 For the period from April 1, 2002 to March 31, 2052, the Crees shall assume the obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

6.2 The assumption by the Crees of the obligations described in paragraph 6.3 of this Agreement for the period from April 1, 2002 to March 31, 2052 is made in consideration of the funding commitments of Québec under Chapter 7 of this Agreement and subject to the payment by Québec to the Crees through the Recipient of Funding of the annual payments provided for in Chapter 7 of this Agreement in accordance with the terms thereof.

6.3 The obligations of Québec, Hydro-Québec and the Société d’énergie de la Baie James contemplated by paragraphs 6.1 and 6.2 hereof relate to the following provisions of the James Bay and Northern Québec Agreement:

(a) Economic development:

— 28.5 and 24.3.24: Cree Trappers’ Association (operation, capital and programs);

— 28.6: Cree Outfitting and Tourism Association (operation);

— 28.7: Cree Native Arts and Crafts Association (operation and programs);

— 28.11.2 a): an Economic Development Agent per community;

— 28.12: assistance to Cree Entrepreneurs.

(b) Community development:

— 8.8.2: supply of electricity to isolated northern communities (by Hydro-Québec) in respect to Waskaganish and Whapmagoostui, subject to Hydro-Québec maintaining the current arrangements as to the supply of electricity to Whapmagoostui and subject to the connection by Hydro-Québec to the Hydro-Québec network of Waskaganish within five (5) years hereof and of Whapmagoostui as soon as possible as provided in section 4.22 of this Agreement;

— 8.14.2: encouragement by the Société d’énergie de la Baie James and Hydro-Québec of training programs for the Crees;

— 8.14.3: study by the Société d’énergie de la Baie James and Hydro-Québec of the implementation of a training program for the Crees;

— 28.9.1, 28.9.2, 28.9.5: training programs or facilities, offices, job recruitment and placement services;

— 28.11.1 a): community centre in each Cree community;

— 28.11.1 b): essential sanitation services in Cree communities;

— 28.11.1 c): fire protection including training, equipment and facilities;

— 28.11.2 b): community affairs services;

— 28.14: assistance for friendship centres outside communities;

— 28.16: construction of access roads for Eastmain, Wemindji and Waskaganish (but not the maintenance of these roads which will continue to be assumed by the governments).

6.4 The Crees shall carry out the obligations set forth in section 6.3 hereof in accordance with the applicable legislative and regulatory framework of general application such as following applicable construction codes and submitting projects to environmental and social impact assessment where applicable.

6.5 The provisions of this Agreement respecting the provisions of Sections 8 and 28 of the James Bay and Northern Québec Agreement described in section 6.3 hereof and the funding thereof do not affect nor are they intended to affect in any manner the obligations and commitments of Canada in the James Bay and Northern Québec Agreement including all those set out in Sections 8 and 28 thereof.

REPEAL OF SUB-SECTION 8.7 OF THE JAMES BAY AND NORTHERN QUÉBEC AGREEMENT

6.6 Sub-Section 8.7 of Section 8 of the James Bay and Northern Québec Agreement as amended by Complementary Agreement No. 4 (“Permanent Water Supply at the Eastmain Community”) shall be repealed through the Complementary Agreement attached as Schedule A hereof.

6.7 However, the following agreements shall continue to be in force and shall govern the parties to such agreements:

(a) the “Agreement on a Water Supply System in Eastmain” dated December 21st, 1998 and January 7th, 1999, between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band; and

(b) the “Agreement to Describe and Ratify the Groundwater Solution in Eastmain” dated August 2000, also between Hydro-Québec, the Société d’énergie de la Baie James and the Eastmain Band.

ACCESS ROADS

6.8 In regard to the last element of paragraph b of section 6.3 of this Agreement, it is acknowledged by the parties that the access roads contemplated in subsection 28.16 of the JBNQA have been constructed with the exception of the access road to Waskaganish which is still subject to certain construction works under the terms of the Framework Agreement and the Specific Agreement both dated March 19th, 1999. In the case of the Waskaganish access road, Québec will complete its undertakings under the said Framework Agreement and Specific Agreement.

6.9 For the purposes of the last element of paragraph b of section 6.3 of this Agreement, the maintenance of access roads includes minor and major repair works to access roads.

MEMORANDUM OF UNDERSTANDING OF 1995 AND IMPLEMENTATION AGREEMENT OF 1998

6.10 Component 1 (economic and community development projects) of the Memorandum of Understanding of 1995 and of the 1998 Agreement on the Implementation of the Memorandum of Understanding, and all related or ensuing Contribution Agreements and Funding Agreements between the Cree Bands and Québec as well as all related or ensuing Tri-Party Agreements between various financial institutions, the James Bay Cree Projects Corporation Ltd. and Québec, will be completed as agreed upon between the parties.

6.11 Component 2 (programs and services for elderly and disabled persons) of the MOU of 1995 and of the Implementation Agreement of 1998 will be implemented within the framework of discussions under way between the ministère de la Santé et des Services sociaux and the Crees as of the date of coming into force of this Agreement.

6.12 The implementation mechanisms as well as component 3 (application of economic development programs), component 4 (natural resources) and component 5 (regional authorities) of the MOU of 1995 and of the Implementation Agreement of 1998 of the Memorandum of Understanding are repealed as of the coming into force of this Agreement.

DISCHARGE

6.13 Subject to the fulfilment by Québec of its undertakings under this Agreement, the Crees hereby give Québec, Hydro-Québec and SEBJ a full and complete discharge for the period of April 1st, 2002 to March 31st, 2052 with respect to the implementation by Québec, Hydro-Québec and SEBJ of the provisions of the James Bay and Northern Québec Agreement described in section 6.3 above and of the funding related thereto.

CHAPTER 7

FINANCIAL PROVISIONS

GENERAL PROVISIONS

7.1 For the period from April 1st, 2002 to March 31st, 2052, Québec shall pay to the Recipient of Funding, on behalf of the James Bay Crees, an annual amount so that the James Bay Crees may assume for that period the obligations of Québec, Hydro-Québec and la Société d’énergie de la Baie James to the Crees under the provisions of the James Bay and Northern Québec Agreement set forth in section 6.3 of this Agreement and concerning Economic and Community development.

7.2 The said annual payment from Québec shall be in the amounts determined pursuant to sections 7.3 to 7.14 hereof and shall be paid by Québec to the Recipient of Funding, which shall forthwith become the owner thereof.

FUNDING AMOUNTS AND INDEXATION FORMULA

7.3 This annual payment from Québec for the first three (3) Financial Years shall be as follows:

(a) for the 2002-2003 Financial Year: twenty-three million dollars ($23 million);

(b) for the 2003-2004 Financial Year: forty-six million dollars ($46 million);

(c) for the 2004-2005 Financial Year: seventy million dollars ($70 million).

7.4 For each subsequent Financial Year between April 1st, 2005 and March 31st, 2052, the annual payment from Québec shall be the greater of the two (2) following amounts

(a) seventy million dollars ($70 million); or

(b) an amount corresponding to the indexed value of the amount of seventy million dollars ($70 million) as of the 2005-2006 Financial Year in accordance with the formula described herein that reflects the evolution of the value of hydroelectric production, mining exploitation production and forestry harvest production in the Territory.

7.5 An indexation factor will be determined for each Financial Year by comparing to a reference Base established in conformity with section 7.6 the average yearly value of hydroelectric production, mining exploitation and forestry harvest in the Territory in the five year period (moving average) ending on December 31st of the calendar year which precedes the Financial Year for which the indexation factor should apply. This indexation factor will be applied to the basic amount of seventy million dollars ($70 million) in order to determine an indexed value for the payment to be made for that Financial Year. The basic formula to calculate the indexed value of seventy million dollars ($70 million) is as follows:

7.6 The reference Base in the formula set out in section 7.5 is established as follows. The sum value of production in the hydroelectric, forestry and mining sectors is first determined for the fixed reference period from January 1st, 1999 to December 31st, 2003. From this sum is deducted the yearly maximum production value (calendar year) and the yearly minimum production value (calendar year) for that same reference period. The average of the resultant three year period will serve as the Base reference value for the indexation formula applicable to each Financial Year. The following formula illustrates this calculation:

Where:

(a) Production represents the total value of hydroelectric production, mining exploitation and forestry harvest in the Territory for the fixed period of January 1st, 1999 to December 31st, 2003;

(b) Production t = PHydroelectricity t + PForestry t + PMining t.

7.7 For the purposes of sections 7.5 and 7.6:

(a) PHydroelectricity represents the total value of hydroelectric production in the Territory in a calendar year and determined in accordance with the actual production as measured by Hydro-Québec or its successors at each of its power plants or generating facilities operating in the Territory and priced according to the average sale price of electricity (domestic and export) in Canada and the United States of America realized by Hydro-Québec for that calendar year.

For these purposes:

For each calendar year, hydroelectric production volume shall be the sum of the volumes measured by the generator meter readings at each of the concerned power plants less the sum of station service meter readings. The resultant Production Net of Station Services Consumption shall be the applicable production volume subject to the average price.

The average price applicable shall be determined as the Total Revenue from all sales of electricity in Canada and the United States of America in the concerned calendar year divided by the Total Sales of electricity (in volume) in Canada and the United States of America in that same year.

(b) PMining represents the sum of the total value of mining exploitation extraction shipments in a calendar year for each mine operating in the Territory as reported to le Gouvernement du Québec for the purposes of mining royalties. The shipment values are established by determining the actual shipment quantities or volumes priced according to the actual prices realized by the producers for the product extracted.

(c) PForestry represents the sum of the total value of all unprocessed wood shipments harvested from the Territory in a calendar year and determined by the actual shipment volumes for the Territory for that year priced according to the average price for Québec unprocessed wood shipments (public and private forestry) for the relevant calendar year.

The unprocessed wood shipment volumes for a calendar year shall be determined by le Gouvernement du Québec by reference to the forestry register. The average price for Québec shipments in a calendar year shall be determined by dividing the total value of unprocessed wood shipments for all of Québec for that year, as reported by Statistics Canada, by the total volumes of wood harvested in Québec in that year.

7.8 An indexation factor will be derived in accordance with the formula set out in section 7.5 by dividing by the reference Base established pursuant to section 7.6 the average annual production value of the five (5) calendar year period ending on December 31st of the calendar year preceding the Financial Year for which the indexation factor applies. An indexation factor will be derived for each Financial Year in accordance with the average annual production values of the successive five (5) year periods (moving average). It is understood that the Base is fixed since it refers to the reference period of January 1st, 1999 to December 31st, 2003.

7.9 In further accordance with the formula set out in section 7.5, the indexation factor resulting from the calculation described in section 7.8 will be thereafter multiplied by the base amount of seventy million dollars ($70 million) in order to calculate the annual payment from Québec for the Financial Year for which the calculation of the indexed value is performed.

7.10 To illustrate, for the first Financial Year of indexation, that is, the 2005-2006 Financial Year, the payment will be calculated as follows if the amount of the payment exceeds seventy million dollars ($70 million):

ESTIMATES, REVISIONS AND ADJUSTMENTS

7.11 Before December 31st of each year, Québec shall prepare an estimate of the indexed amount for the subsequent Financial Year based on the best information then available concerning production volumes and prices in each of the concerned sectors (hydroelectricity, mining and forestry). At this same date, Québec will revise its prior estimates for the indexed amounts paid for the current Financial Year and for the previous Financial Years taking into account the real production volumes data and price data then available for each of these sectors. This estimate and these revisions will be the subject of discussions with the Recipient of Funding during the month of December of each year.

7.12 The estimated data will be replaced as soon as real data are available for each concerned sector (hydroelectricity, mining and forestry). These replacements of data will be carried out as the real data become available for each of the concerned sectors.

7.13 In the case where the replacement of estimated data by real data results in a readjustment of the indexation factor for one or more given Financial Years with a consequential revision of the annual payment for this or these Financial Years, the payment for the Financial Year which follows immediately the revision will be adjusted by an equivalent amount in order to fully reflect the required retroactive payment or withholding for each of the concerned Financial Years.

7.14 The annual payment for a given Financial Year shall be definitive and shall no longer be the object of revisions three (3) years after all the estimated data for this Financial Year will have been replaced by the available real data.

AUDIT

7.15 At the latest December 31st of each year, Québec will provide a written notice to the Recipient of Funding of its estimate of its annual payment for the subsequent Financial Year and of all its revised estimates of annual payments for the current and previous Financial Years. This notice will include detailed explanations and base reference documentation as to the method and data used to make this estimate and these revisions.

7.16 The Recipient of Funding may proceed to audit the indexed value of any payment in any Financial Year. Such an audit may be carried out once a year at the discretion of the Recipient of Funding and may concern the current Financial Year or any or all of the five (5) Financial Years preceding the audit. Québec shall facilitate such audit by providing access by the auditors to all the data and calculations and other information reasonably required to carry out the audit subject to, when appropriate, reasonable confidentiality undertakings from the auditors.

7.17 In the event that Québec and the Recipient of Funding do not agree on a final determination as to Québec’s annual payment for a given Financial Year, the matter may be submitted to the dispute resolution mechanisms set out in this Agreement.

QUARTERLY INSTALMENTS

7.18 The annual payment from Québec for each Financial Year will be paid to the Recipient of Funding in four (4) equal instalments on the first Business Day of the months of April, July, October and January of that Financial Year. These instalments shall be made by means of direct electronic banking transfer to the account designated for this purpose by the Recipient of Funding or by any other means acceptable to both Québec and to the Recipient of Funding.

7.19 Should any instalment of the annual payment from Québec not be paid in full at the appropriate date, the amount outstanding shall bear interest at an annual rate determined on a daily basis and equal to the average prime rate of the chartered banks operating in Québec.

TAXATION AND SEIZURE EXEMPTIONS

7.20 The annual payment from Québec will be exempt from any form of taxation, charge, fee or levy by Québec and will not be subject to privilege, hypothec or any other charge, or to attachment, levy or seizure.

RECIPIENT OF FUNDING

7.21 The Crees, acting through the Recipient of Funding, will use this annual payment from Québec for the economic and community development of the Crees in accordance with the priorities and means which the Crees, acting through the Recipient of Funding, shall deem appropriate, including support for Cree traditional activities and the possible creation of a Heritage Fund for the benefit of the James Bay Crees and Cree Bands.

7.22 For these purposes, the Recipient of Funding may allocate or distribute the annual payment from Québec and any revenues derived therefrom at its discretion and for a specific purpose or for general purposes to any Cree Enterprise, any Cree Band or to any trust, foundation or fund whose beneficiaries include Crees or Cree Bands or Cree Enterprises or any combination thereof.

ANNUAL REPORTS

7.23 The Recipient of Funding shall submit to Québec on an annual basis, in the six (6) months following the close of each Financial Year, an annual report and audited financial statements, describing its activities and the use of the annual payment from Québec.

7.24 If this annual report and these audited financial statements are not submitted by the Recipient of Funding within this time frame, Québec may submit the matter to the dispute resolution mechanisms set out in this Agreement and, failing resolution through this means, may seek a court order allowing it to suspend subsequent payments pending the submission of said annual report and audited financial statements. The suspended payments will however be re-instituted retroactively, without interest, as soon as these report and audited financial statements have been submitted by the Recipient of Funding.

CAPITAL PAYMENTS

7.25 The annual payments from Québec constitute capital payments paid to the benefit of the James Bay Crees and Cree Bands pursuant to the JBNQA for community and economic development purposes.

CHAPTER 8

CREE DEVELOPMENT CORPORATION

CREATION OF CREE DEVELOPMENT CORPORATION

8.1 There shall be established by legislation of the National Assembly a Cree Development Corporation (the “CDC”) in accordance with the terms set out in this Chapter. Québec will endeavour to have this legislation adopted during the course of the 2002 calendar year and in force during the course of the 2003 calendar year.

8.2 The CDC will be an autonomous corporation.

8.3 The CDC will be a corporation within the meaning of the Québec Civil Code, with the general powers of such a corporation and the special powers provided for in this Chapter. The CDC will also be a joint stock corporation governed by Part II of the Companies Act (chapter C-38) with such modifications as are consistent with its objects and mandates.

8.4 Its shareholder shall be the Cree Regional Authority.

BOARD OF DIRECTORS

8.5 The CDC will be managed by a board of directors composed of eleven (11) members appointed as provided as follows.

8.6 Five (5) members of the board of directors of the CDC will be appointed by the Cree Regional Authority. Five (5) members of the board of directors will be appointed by Québec. The Chairperson of the CDC shall be appointed among the Crees by the Cree Regional Authority after consultation with Québec on this matter in order to attempt to appoint a Chairperson who is mutually acceptable.

8.7 The directors of the CDC appointed by Québec shall have one (1) vote each on the board of directors and the directors appointed by the Cree Regional Authority, including the Chairperson, shall each have two (2) votes on the board of directors. Dissidences will be recorded in the minutes of the meetings of the directors when requested by a director.

8.8 The number of directors to the CDC may be increased with the consent of the Cree Regional Authority and Québec insofar as the control of the CDC remains in the hands of its directors appointed by the Cree Regional Authority.

8.9 The fees and expenses of the members of the board of directors of the CDC will be assumed by the party which appoints them. The other operating expenses of the CDC shall be assumed by the corporation.

OBJECTS AND POWERS

8.10 The CDC will be dedicated to the economic and community development of the James Bay Crees. The CDC will act as a modern development organization with the mandate of:

(a) supporting the long-term development of each Cree community;

(b) developing an original Cree expertise in the field of economic development and the management of development funds;

(c) promoting and accelerating job creation for the Crees on the Territory;

(d) making the Crees active partners of Québec in the economic development of the Territory;

(e) assisting, promoting and encouraging the creation, diversification or development of businesses, resources, properties and industries with a view to stimulating economic opportunities for Crees and contributing to their general economic well-being.

8.11 The CDC will facilitate the establishment of partnerships between the Crees and Québec as well as with public and private enterprises for the carrying out of development activities on the Territory.

8.12 The initiatives the CDC will be authorized to carry out will include:

(a) investing in any undertakings in order to create, maintain or protect jobs for James Bay Crees;

(b) promoting the training of James Bay Crees in economic matters and enable them to increase their influence on the economic development of the Crees and of Québec;

(c) stimulating the economy of the James Bay Crees by making strategic investments that will be of benefit to Cree Enterprises and Cree workers;

(d) promoting the development of Cree Enterprises by inviting individuals, institutions, governments and corporations to participate in that development by subscribing shares of Funds that it may set up for such specific or general purposes;

(e) the possibility of offering financial products deemed appropriate according to the projects involved, such as loans with or without guarantees, acquisition of financial interests through acquisition of shares, bonds or other securities, grants, loan guarantees and other financial products;

(f) the possibility of earmarking a portion of its resources for the carrying out of social or community development projects such as housing (loans or grants);

(g) managing funds, assets, programs or activities at the request of the Cree Regional Authority, Québec or Canada;

(h) any other initiative of any nature and deemed useful to its objects by its board of directors.

FUNDING

8.13 The funding made available to the CDC may be provided to it by the Recipient of Funding in the amount and on the dates determined by the Recipient of Funding, as well as progressively, by the financial yields resulting from CDC activities. The Recipient of Funding may provide funding to the CDC through any means the Recipient of Funding deems appropriate including interest or non-interest bearing secured or unsecured loans, convertible or non-convertible debentures, subscription of capital or in any combination thereof.

HEAD OFFICE

8.14 The corporate seat of the CDC shall be located on Cree Category IA lands. The CDC may also have offices and branches elsewhere.

DISSOLUTION OF THE JAMES BAY NATIVE DEVELOPMENT CORPORATION

8.15 The provisions of paragraphs 28.2.1 to 28.2.6, of paragraphs 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement are repealed through the Complementary Agreement No. 14 attached as Schedule A and replaced therein by the provisions as set out in the said Complementary Agreement.

8.16 The Act respecting the James Bay Native Development Corporation (chapter S-9.1) will be repealed by the act creating the CDC. The James Bay Native Development Corporation will thus be dissolved by this legislation and its assets, including all shares and interests it holds in other corporations, will be transferred to the CDC. The CDC will be the legal successor to the James Bay Native Development Corporation. The ordinary and Class A shares of the James Bay Native Development Corporation will be cancelled without payment of any compensation and without need to pay any amount of any nature whatsoever to any one of its shareholders from its assets or otherwise.

8.17 Upon the coming into force of the said Complementary Agreement and the adoption of the legislation creating the CDC, the James Bay Crees hereby discharge Québec in relation to the James Bay Native Development Corporation and the provisions of paragraphs 28.2.1 to 28.2.6 and of 28.3.1 to 28.3.4 and of Sub-section 28.17 of the James Bay and Northern Québec Agreement as they read prior to the coming into force of the Complementary Agreement.

CHAPTER 9

LEGAL PROCEEDINGS

9.1 The parties to this Agreement maintain their respective legal positions regarding the JBNQA and its interpretation and their powers and rights.

9.2 Nevertheless, the parties expect and intend that this Agreement shall chart the course towards mutually satisfactory resolution of disputes and that recourse will only be had to the Courts as a last resort.

9.3 The parties agree to take the required measures to bring an end to the pending litigation between them or in which they are involved to the maximum extent possible and so pave the way to a new era of cooperation.

9.4 The parties specifically acknowledge that certain of the legal proceedings of the Crees will continue as against the Federal Government. However, the Crees agree that they will attempt to avoid any negative impact on their relation with Québec as a result of the continuance of the legal proceedings in which the Attorney General of Canada is Defendant.

9.5 In order to meet the purposes of this Agreement and to facilitate the renewed relationship referred to herein, the parties undertake to take the measures set forth in this Chapter in respect to the following list of litigations:

(a) Mario Lord et al. v. The Attorney General of Québec et al., S.C.M. 500-05-043203-981 (the Lord proceedings);

(b) Chief John Kitchen et al. v. The Honourable Paul Bégin et al., S.C.M. 500-05-052483-995 (the Kitchen proceedings);

(c) Grand Chief Ted Moses et al. v. The Attorney General of Québec, S.C.M. 500-05-065449-017 (the Moses proceedings);

(d) Grand Chief Matthew Coon Come et al. v. Hydro-Québec, the Attorney General of Québec and the Attorney General of Canada, S.C.M. 500-05-004330-906 (the Coon-Come #1 proceedings);

(e) Grand Chief Matthew Coon Come et al. v. The Attorney General of Québec and the Attorney General of Canada et al., S.C.M. 500-05-027984-960 (the Coon-Come #2 proceedings);

(f) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. The Attorney General of Québec, S.C.M. 500-05-017463-934 (the Bosum Superior Court proceedings);

(g) Chief Kenneth Gilpin et al. v. Hydro-Québec, The Attorney General of Québec and the Honourable Pierre Paradis, S.C.M. 500-05-011892-922 (the Gilpin proceedings);

(h) The Grand Council of the Crees (of Québec) et al. v. le Procureur général du Québec et al., S.C.M. 500-05-011243-803 (1980 GCCQ Health proceedings);

(i) The Grand Council of the Crees (of Québec) et al. v. The Attorney General of Québec et al., S.C.M. 500-05-001440-807 (the GCCQ Air Transport proceedings);

(j) Tawich Development Corporation v. Deputy Minister of Revenue of Québec, C.Q.M. 500-02-012845-926, 500-02-019379-945, 500-02-012499-955; Q.C.A. 500-09-004495-974; S.C.C. 28033 (the Tawich proceedings);

(k) Société de conservation du Saguenay Lac St-Jean et Société de protection des forêts contre le feu v. Corporation foncière de Mistassini et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000007-922 (Mistassini Fire Protection proceedings);

(l) Société de conservation du Nord-Ouest et la Société de protection des forêts contre le feu v. Corporation foncière de Waswanipi et le Procureur général du Québec et le Grand Conseil des Cris (du Québec) et l’Administration régionale crie, S.C. District of Abitibi 170-05-000021-923 (Waswanipi Fire Protection proceedings);

(m) Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C.

T-962-89 (Federal Court Coon Come proceedings);

(n) The Cree Nation et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-1913-90 (Federal Court Forestry proceedings);

(o) Chief Abel Bosum et al. and the Oujé-Bougoumou Cree Nation v. Her Majesty the Queen in Right of Canada, F.C.C. T-3007-93 (Federal Court Bosum proceedings);

(p) Cree School Board, Grand Council of the Crees (Eeyou Istchee), Cree Regional Authority et al. v. The Minister of Education of Quebec et al., S.C.M. 500-05-02496-962; Q.A.C. 500-09-006311-989; 500-09-006312-987 (the Cree education proceedings).

9.6 The Lord proceedings shall be discontinued by the Cree parties without costs as against the Attorney General of Québec, the Provincial Administrator under Section 22 of the JBNQA, the Honourable Paul Bégin, and the Honourable Guy Chevrette. Québec accepts that this discontinuance shall be made without costs to any of these parties.

9.7 The Cree parties to the Lord proceedings will offer a discontinuance without costs to the other parties to the Lord proceedings. The Lord proceedings will be discontinued without costs to the Cree parties and to any Defendant in the Lord proceedings not referred to in section 9.6 accepting such a discontinuance without costs. Québec shall facilitate the proposed discontinuance without costs.

9.8 Should any of the Defendants in the Lord proceedings refuse the proposed discontinuance without costs, the Cree parties to the Lord proceedings and Québec will jointly apply to the Superior Court to declare the proceedings to have been discontinued without costs to any of the parties to such proceedings.

9.9 The Kitchen proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs in regard to all Defendants. The mis-en-cause shall be offered a discontinuance without costs as against it and Québec undertakes to facilitate such discontinuance without costs. The provisions of sections 9.7 and 9.8 shall apply mutatis mutandis to the mis-en-cause.

9.10 The Moses proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties to such proceedings. Québec accepts such discontinuance without costs.

9.11 The Coon Come #1 and #2 proceedings shall be discontinued, without costs, by the Cree parties hereto as against Québec in respect to all allegations and conclusions except those relating to Sections 11B, 14, 18 and 19 of the JBNQA. Québec accepts such partial discontinuance without costs.

9.12 In respect to the allegations and conclusions of the Coon Come #1 and #2 proceedings relating to Sections 11B, 14, 18 and 19 of the JBNQA, the Cree parties to the proceedings and Québec agree to suspend the proceedings against Québec until December 31, 2006 in order to facilitate the resolution of the issues in respect to these Sections. Québec renounces to any right respecting any ensuing delays and shall not apply for peremption of suit.

9.13 Forthwith upon the execution of this agreement and until December 31, 2006, at the latest, the James Bay Crees and Québec shall negotiate to resolve the issues relating to Sections 11B, 18 and 19 of the JBNQA under the aegis of the Standing Liaison Committee and those issues related to Section 14 under the aegis of the existing MSSS - Cree Table. The framework for the resolution of issues relating to section 19 of the JBNQA is set out in sections 10.11 to 10.16 of this Agreement.

9.14 Upon the resolution of the issues relating to any one of Sections 11B, 14, 18 and 19 of the JBNQA pursuant to the process contemplated by section 9.13, the remainder of the Coon Come #1 and #2 proceedings as against Québec relating to any resolved Section of the JBNQA shall be discontinued by the Cree parties thereto without costs. Québec undertakes to accept the discontinuance, without costs, of the remainder of the Coon Come #1 and #2 proceedings then pending against Québec so resolved.

9.15 The Coon Come #1 and #2 proceedings shall also be partially discontinued by the Cree parties thereto without costs as against or in favour of Defendants Hydro-Québec and SEBJ in consideration of and subject to the agreements between the Crees, Hydro-Québec and SEBJ referred to in sections 4.19 to 4.21 hereof. The terms of this partial discontinuance and the list of issues which remain to be resolved are set out in a separate agreement between the CRA, Hydro-Québec and the SEBJ.

9.16 The Coon Come #2 proceedings shall be discontinued by the Cree parties in regard to the SDBJ without costs to any of the parties to such litigation. Québec will ensure that the SDBJ will accept such discontinuance without costs. The Federal Court Coon Come proceeding will be amended by the Cree parties in order to no longer refer therein to the SDBJ.

9.17 The Coon Come #1 and #2 proceedings, the Federal Court Coon Come proceedings and the Federal Court Bosum proceedings may continue as against the Attorney General of Canada (AGC) except that the Cree parties shall no longer invoke their allegations as particularized and conclusions relating to breaches by the AGC of its trust and fiduciary obligations:

(a) in relation to any breaches by Québec of its obligations under the JBNQA and other agreements, undertakings and commitments;

(b) in relation to any breaches pertaining to the lands and natural resources in Québec.

9.18 There may be a final judgment condemning Canada to pay amounts to Plaintiffs in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceeding or in the Federal Court Bosum proceedings and a contemporaneous or subsequent condemnation by final judgment against Québec, at the request of Canada, to pay the whole or part of such amounts to Canada or the Crees. This may arise as a result of an action in warranty or intervention or similar proceeding by Canada against Québec. In the event of an action in warranty by Canada against Québec, the Crees will participate in the response of the Attorney General of Québec in such proceedings by supporting the positions related to the limits of the action in warranty in consideration of the terms of the present Agreement. In the event of a condemnation consequent upon a judgment against Québec as a result of a final judgment in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceedings or in the Federal Court Bosum proceedings, the Cree parties undertake to indemnify Québec to the extent of any such monetary award against Québec. However, any indemnification to Québec hereunder shall in no case exceed the total amount of any monetary award in favour of the Cree parties in virtue of a final judgment in the Coon Come #1 or #2 proceedings, the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as the case may be. In the event of a direct condemnation against Québec in favor of the Crees within the framework of such action in warranty by Canada, the Crees will produce to the Court a declaration of satisfaction of such judgement in favor of Québec without pursing the execution of such judgement and in consideration of the present Agreement.

9.19 For greater certainty, this Agreement shall not affect or be deemed to affect the continuation of the Coon Come #1 and #2 proceedings or the Federal Court Coon Come proceedings or the Federal Court Bosum proceedings as against the AGC in respect to:

(a) breaches by the AGC of its obligations under the JBNQA and the James Bay and Northern Québec Native Claims Settlement Act and under the agreements, undertakings and commitments described in Schedule B of the Coon Come #2 proceedings, whether such obligations are particular or distinct to the AGC or joint obligations with Québec where Canada’s share is only sought;

(b) breaches by the AGC of the rights of plaintiffs outside of Québec as well as breaches by the AGC of the treaty rights of plaintiffs outside of Québec;

(c) aboriginal rights and title of the Cree plaintiffs outside of Québec;

(d) subject to section 9.17, breaches by the AGC of its common law trust and fiduciary obligations to the James Bay Cree;

(e) subject to section 9.17, breaches by the AGC of the treaty relationship between the James Bay Crees and the federal Crown;

(f) breaches by the AGC of its obligations to the Crees under the Constitution of Canada and any federal legislation;

(g) any other issues which are not incompatible with the provisions of this Agreement.

9.20 The elements of the Bosum Superior Court proceedings pertaining to natural resources development shall be discontinued as against Québec, by the Cree parties, without costs to any parties. Québec accepts that the discontinuance shall be made without costs.

9.21 The other elements of the Bosum Superior Court proceedings shall be suspended until December 31, 2006 and dealt with in the framework contemplated by section 10.4.

9.22 The Gilpin proceedings shall be discontinued by the Cree parties thereto without costs to any of the parties. Québec accepts such discontinuance without costs for itself and the Honourable Pierre Paradis and ensures that Hydro-Québec will also accept a discontinuance as against Hydro-Québec without costs to any of the parties to such proceedings.

9.23 The 1980 GCCQ Health proceedings shall be suspended until March 31st, 2005 and dealt with in accordance with the provisions of sections 9.12 to 9.14.

9.24 Notwithstanding section 9.23, the 1980 GCCQ Health proceedings may be continued by the Cree individuals with claims, at their option, and the proceedings may also be severed. The individual parties may also elect to have their claims dealt with in the negotiations contemplated by section 9.13 of this Agreement.

9.25 The GCCQ Air Transport proceedings shall be discontinued by the Cree parties thereto without costs as against Québec and l’Honorable Denis de Belleval then Ministre des Transports du Québec. Québec accepts such discontinuance as against it and that Minister without costs. The Cree parties shall offer to the Defendants which remain and the mis-en-cause, a discontinuance without costs. In the event that such discontinuance is accepted by those parties, the entire GCCQ Air Transport proceedings shall be discontinued without costs forthwith upon such acceptance.

9.26 The Tawich proceedings pending before the Supreme Court of Canada shall be discontinued without costs in all the Courts. Québec accepts such discontinuance without costs.

9.27 The discontinuance of the Tawich proceedings provided for in section 9.26 shall be subject to an agreement between the parties to this Agreement in relation to resulting past financial liability of certain development corporations in respect to taxes on paid-up capital.

9.28 Québec ensures that the Société de protection des forêts contre le feu (SOPFEU) will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert for the period prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.29 Québec will withdraw and abandon all claims which are the object of the Mistissini and Waswanipi Fire Protection proceedings, including the relief sought, as well as any other claim or recourse of any nature whatsoever which it has or could have or might assert prior to April 1st, 2002 respecting forest fire protection regarding Waswanipi and Mistissini Category IB lands and the payment of any applicable forest fire protection fee respecting Waswanipi and Mistissini Category IB lands.

9.30 For the period subsequent to March 31st, 2002, the Mistissini Landholding Corporation or any entity designated by the Cree Nation of Mistissini will assume the applicable forest fire protection fees assessed for Mistissini Category IB lands as provided for in the Forest Act and regulations thereunder and the by-laws of SOPFEU. For the period subsequent to March 31st, 2002, the Waswanipi Landholding Corporation or any entity designated by the Cree Nation of Waswanipi will assume the applicable forest fire protection fees assessed for Waswanipi Category IB lands as provided for in by the Forest Act and regulations thereunder and the by-laws of SOPFEU.

9.31 It is acknowledged that the Federal Court Forestry proceedings relate to federal environmental impact assessment and review of certain forestry operations and constitute legal proceedings concerning forestry. Consequently, the Cree parties to the proceedings shall offer to Her Majesty the Queen in Right of Canada, Defendant Ministers and Defendant Federal Administrator a discontinuance without costs of these proceedings. Should such discontinuance without costs be accepted by those Defendants, the Cree parties to the Federal Court Forestry proceedings shall discontinue the proceedings without costs upon such acceptance.

9.32 The Cree parties shall also offer the mis-en-cause Domtar Inc. a discontinuance without costs in the Federal Court Forestry proceedings. Should mis-en-cause Domtar Inc. accept such a discontinuance without costs, the Federal Court Forestry proceedings shall be discontinued as against it.

9.33 It is specifically confirmed that the allegations and conclusions of the Coon Come #1 and #2 proceedings concerning the recognition of land designated as Block D as part of Category IA land will be fully and completely settled by the Cree parties in consideration of and subject to the terms of section 10.1 and of Schedule D hereof.

9.34 Québec will not appeal before the Supreme Court of Canada the Cree education proceedings and will not intervene in this case should Canada appeal it. The parties agree that the general funding framework of Cree education entitled `Funding Rules for Operations and Investment Grants: Terms of Reference for the Purposes of the Approval of the Cree School Board Budget´ will continue to be established according to the budgetary rules currently agreed to between them and will be updated by the parties in 2004 and periodically thereafter to take into account changes in the needs of the Cree School Board, the whole subject to the already agreed to discussions on the future funding of adult education.

9.35 Subject to the terms of this Chapter, the James Bay Crees undertake not to institute other legal proceedings in respect to the past implementation by Québec, Hydro-Québec, SEBJ, or SDBJ of the JBNQA and the Forest Act. For the purposes hereof the period comprising the past implementation of the JBNQA and the Forest Act constitutes the period between the date of signature of the JBNQA and the date of signature of this Agreement.

9.36 The provisions of this Agreement do not affect the rights and recourses of the Crees and of Crees individuals resulting from contaminants (such as mercury or other metals and substances) arising from the development of the Territory.

9.37 The James Bay Crees and Québec undertake that within the six months which follow the execution of the present Agreement, they will cause to be filed in the records of the Courts the documents necessary to give effect to the discontinuances and other measures contemplated by this Chapter.

CHAPTER 10

OTHER PROVISIONS

BLOCK D

10.1 Québec and the Crees confirm the settlement of their differences concerning the Chisasibi “Block D” lands. The terms of this settlement are set out in Schedule D hereof.

MODIFICATIONS TO THE CREE TRAPPERS’ ASSOCIATION AND THE CREE OUTFITTING AND TOURISM ASSOCIATION AGREEMENTS

10.2 The “Agreement Regarding the Cree Trappers’ Association” between Québec, the Cree Trappers’ Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000 and January 9th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

10.3 The “Agreement Regarding the Cree Outfitting and Tourism Association” between Québec, the Cree Outfitting and Tourism Association, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority signed on December 19th, 2000, January 9th, 2001 and January 18th, 2001 will cease to be in force as of March 31st, 2002. For greater certainty, the parties confirm that the said agreement and the funding provided thereunder by Québec shall be maintained for the 2000-2001 and 2001-2002 Financial Years.

LAND TRANSFER BETWEEN MISTISSINI AND OUJÉ-BOUGOUMOU

10.4 The parties agree to allow the definitive settlement of the transfer of lands between Oujé-Bougoumou and Mistissini and of the “Abel Bosum” proceedings in regard to Québec in conformity with the framework set out in Schedule G.

PROVINCIAL SHARE OF OPERATING COSTS OF ENVIRONMENTAL COMMITTEES

10.5 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s shares of the funding for the regular and normal secretariat services of the James Bay Advisory Committee on the Environment and of the Evaluating Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) Canada must fund the said secretariat services equally with Québec. Thus, the Cree Regional Authority’s contribution thereto will be a portion of Québec’s share of the funding of these secretariat services (i.e. a maximum of 25% of the costs of the regular and normal secretariat services);

(b) the level of the Cree Regional Authority’s contribution for these secretariat services must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(c) the contribution of the Cree Regional Authority for these secretariat services will not include any costs for carrying out public hearings or public consultations should any of these Committees be called upon to carry out such public hearings or consultations;

(d) the contributions of the Cree Regional Authority for these secretariat services for the period of April 1st, 2002 to March 31st, 2007 are set out in a separate agreement between the parties;

(e) the Cree Regional Authority will have a voice in the selection of staff and in other matters affecting these secretariat services.

10.6 For the period of April 1st, 2002 to March 31st, 2052, the Cree Regional Authority will contribute half of Québec’s funding for the normal and regular staff of the Provincial Review Committee provided for in Section 22 of the JBNQA in accordance with the following provisions:

(a) the level of the Cree Regional Authority’s contribution for the normal and regular staff of the Provincial Review Committee must be jointly agreed to between Québec and the Cree Regional Authority every five (5) years. Failing such an agreement, the matter will be submitted for resolution to the dispute resolution mechanisms set out in this Agreement;

(b) the contribution of the Cree Regional Authority for such purposes will not include any costs for carrying out public hearings or public consultations nor the costs of any additional staff, expert advice or any reports related to large development projects such as (but not limited to) hydroelectric projects and mining exploitation projects;

(c) the contribution of the Cree Regional Authority for the normal and regular staff of the Provincial Review Committee for the period of April 1st, 2002 to March 31st, 2007 is set out in a separate agreement between the parties;

(d) the Cree Regional Authority will have an equal voice with Québec in the selection of staff and in other matters affecting these secretariat services.

FUNDING OF LOCAL CREE BENEFICIARY REGISTRATION SERVICES AND LOCAL ENVIRONMENTAL SERVICES

10.7 As of April 1st, 2002, the Cree Regional Authority will assume the funding undertakings of Québec towards Cree Bands set out in the following agreements related to local Cree beneficiary registration services and local environmental services under Québec’s responsibilities:

(a) section 4 of the “Contract of the Local Registration Officer” entered into by Québec and various Cree Bands in 1983, an example of which for the Cree Band of Chisasibi is attached as Schedule E;

(b) the Financial Provisions set out in sections 4 to 6 of the “Memorandum of Agreement between the Minister of the Environment and various Cree Bands” regarding funding of the Program for the local environment administrator, an example of which for the First Nation of Whapmagoostui dated December 22nd, 2000 and February 8th, 2001 is attached as Schedule F.

The future amounts of funding in this respect will be determined and assumed by the Cree Regional Authority until March 31st, 2052.

SOCIÉTÉ DE DÉVELOPPEMENT DE LA BAIE JAMES

10.8 The Société de développement de la Baie James will be instructed by Québec to encourage joint ventures and partnerships with Cree Enterprises in specific fields or activities including tourism, road maintenance, fuel distribution, mining exploration and exploitation, forestry exploitation, construction, transportation and other ventures. The Société de développement de la Baie James will further be instructed by Québec to encourage economic and community development initiatives by James Bay Crees and Cree Enterprises and to favour joint ventures and partnerships in these regards.

10.9 Québec ensures that the SDBJ will, forthwith upon the execution of this Agreement, enter into negotiations with the CRA. It is intended that these negotiations be completed by December 31, 2006 at the latest. These negotiations will address more particularly:

(a) the relations between the Crees and SDBJ;

(b) the concrete measures related to the implementation by the SDBJ of section 10.8 of this Agreement; and

(c) updating the Agreement dated November 11th, 1975 between SDBJ and the Grand Council of the Crees (Eeyou Istchee).

10.10 At the latest December 31st, 2003, Québec will appoint one member of the Board of Directors of the SDBJ from among the James Bay Crees and in consultation with the CRA.

POLICING SERVICES

10.11 The parties agree to the principle of a Complementary Agreement to the JBNQA modifying its sub-sections 19.1 and 19.2 in order to apply a new concept of Cree regional policing:

(a) responsible for local policing services for the Cree communities including certain specialized services (Cree Category IA lands and Cree Category IB lands); and

(b) assuming a role and responsibilities for policing services, in collaboration with the Sûreté du Québec, on Category II lands and on Category III lands contemplated by paragraph 22.1.6 of the JBNQA, the whole in accordance with arrangements which remain to be discussed between the Parties in consultation with the concerned police forces.

10.12 This Complementary Agreement will establish the number of Cree police officers according to a ratio of one (1) police officer for every two hundred and fifteen (215) Cree and non-Cree residents on Cree Category IA and IB lands. A total of sixty-five (65) police officers will be allocated upon the signature of the Complementary Agreement, for the duration of the tri-party and 5-year funding agreement to be concluded on Cree policing services. The review of the complement of police officers will thereafter take place every five (5) years, according to this ratio, provided however that the total of sixty-five (65) police officers will not be reduced by this review.

10.13 The funding for the Cree regional policing services will be assumed by the governments in accordance with the following formula: 52% assumed by Canada and 48% assumed by Québec.

10.14 The provisions of sections 10.11 to 10.13 will expire on December 31, 2006 unless before that date:

(a) a tripartite agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the terms and conditions of these modifications to sub-sections 19.1 and 19.2 of the JBNQA; and

(b) a funding agreement has been reached between Québec, the Cree Regional Authority and Canada concerning the funding levels for the Cree regional policing services for the first five (5) years of its operations.

10.15 The parties agree that the date of December 31, 2006 is an ultimate date and they rather wish to reach the required agreements as soon as possible and ideally before March 31st, 2003.

10.16 As interim measures:

(a) Québec agrees to fund its share (48%) of eight (8) additional Cree police officers as of April 1st, 2002, in accordance with the terms and conditions set out in the Agreement concerning funding for local Cree policing services signed in December 1998 between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Québec and Canada but subject to funding by Canada (52%) for these purposes;

(b) the parties agree to seek an extension of the said Agreement concerning funding for local Cree policing services until the agreements set out in section 10.14 have been reached or, failing such agreements, until March 31st, 2005;

(c) Québec will provide to the CRA on April 1st, 2002 its share (48%) of an additional non-recurrent amount of one hundred fifty thousand dollars ($150,000) in order to fund equipment and training for the additional Cree police officers but subject to funding by Canada (52%) for these purposes. Québec will also provide to the CRA its share (48%) of an additional non-recurrent amount of two hundred fifty thousand dollars ($250,000) for such purposes when, as the case may be, the agreements set out in section 10.14 have been reached.

CONSERVATION OFFICERS

10.17 Québec will maintain its existing complement of Wildlife Conservation Officers in the Territory and it will train and hire the following additional Wildlife Conservation Officers by April 1st, 2003 in accordance with the following guidelines:

(a) two (2) full-time Wildlife Conservation Officers for the traditional territory of the Cree Nation of Chisasibi;

(b) two (2) half-time Wildlife Conservation Officers for each of the traditional territories of the other Cree Bands, for a total of eight (8) additional equivalent full-time Wildlife Conservation Officers;

(c) two (2) full-time Wildlife Conservation Officers assigned more particularly to the control of the territories adjacent to the construction sites of the EM 1 Project and of the Eastmain 1-A/Rupert Project. These agents will be subsequently assigned to the control of the Territory in accordance with the priorities determined in consultation with the Cree Regional Authority.

10.18 By April 1st, 2004, Québec will train and appoint one interested Cree hunter and trapper (normally the Cree tallyman) for Cree traplines in the area of Cree primary interest under the meaning of section 24 of the JBNQA as an Auxiliary Wildlife Territorial Officer, for the primary purpose of improving the enforcement of hunting, fishing and trapping legislation and regulations within each concerned trapline. The number of such auxiliaries will be between thirty (30) to fifty (50).

10.19 Should the population of the Territory increase substantially over the duration of this Agreement, Québec will train and hire additional Wildlife Conservation Officers in order to ensure an adequate control of hunting, fishing and trapping activities in the Territory.

CHAPTER 11

STANDING LIAISON COMMITTEE

11.1 The parties hereby create a Standing Liaison Committee made up of an equal number of representatives designated by each party.

11.2 The Standing Liaison Committee comprises the representatives deemed useful by Québec (of which at least one of Administrator of State rank) in order to adequately carry out the mandate of the Committee. For at least the first three (3) years of its operations, the Secrétaire général associé du Secrétariat aux affaires autochtones and a representative designated by the Secrétaire général du Conseil exécutif will be members of the Committee.

11.3 The Standing Liaison Committee also comprises the Chief Representative of the Crees with Québec designated by the Cree Regional Authority as well as any other persons deemed useful by the Cree Regional Authority in order to adequately carry out the mandate of the Committee.

11.4 Normally, the representatives of each party at the Standing Liaison Committee will not exceed five (5) persons unless the representatives of the parties at this Committee agree otherwise. A representative on this committee may be occasionally substituted when the circumstances so require.

11.5 The Standing Liaison Committee will meet regularly.

11.6 The Standing Liaison Committee will have the following principal mandates:

(a) to act as a permanent forum of exchange and of coordination between the Crees and Québec in order to strengthen political, economic and social relations between Québec and the Crees;

(b) to ensure the harmonious implementation of and efficient follow-up of this Agreement and to resolve other questions pertaining to the implementation of the James Bay and Northern Québec Agreement;

(c) to act as a privileged forum between the Crees and Québec in order to find mutually acceptable solutions to disputes arising out of the interpretation or implementation of this Agreement or of the James Bay and Northern Québec Agreement when the mechanisms provided therein cannot resolve the dispute to the satisfaction of the parties;

(d) to address any other issue which is referred to the Committee under the terms of this Agreement or which may be mutually agreed to by the representatives of the parties on the Committee.

11.7 The mandate of the Standing Liaison Committee is not to substitute itself for existing committees or forums provided for in the JBNQA or elsewhere, but rather to act as a mechanism to resolve major disputes which have not been otherwise resolved.

11.8 The representatives of the parties on the Standing Liaison Committee will attempt in good faith to find appropriate and mutually acceptable solutions in regard to any subject raised with the Committee and they will strive in good faith to ensure the implementation of such solutions by the parties.

CHAPTER 12

SETTLEMENT OF DISPUTES

INTRODUCTION

12.1 Generally, the parties will endeavour to avoid recourse to the judicial system for the purposes of the interpretation and implementation of this Agreement as well as of the JBNQA. To this end, the parties agree to put in place a dispute resolution mechanism to ensure that recourse to courts or other forums only occurs as a last resort.

DEFINITION

12.2 For the purposes of this dispute resolution mechanism, a dispute is defined as any controversy, claim or disagreement arising out of the interpretation or implementation of the JBNQA or this Agreement and which is formally raised by any of the parties for these purposes.

PARTIES TO THE DISPUTE

12.3 The only parties authorized to bring disputes for resolution under the present dispute resolution mechanism are the following parties to the JBNQA, namely:

the “Native Party” as defined in Sub-section 1.11 of the JBNQA as regards the Crees, le Gouvernement du Québec, and with respect to disputes arising out of Chapter 8 of the JBNQA, in addition, the Société d’énergie de la Baie James and Hydro-Québec.

PROCEDURE TO BE FOLLOWED WITH RESPECT TO RESOLUTION OF DISPUTES

12.4 The parties will endeavour in good faith to settle the dispute through cooperation and consultation in order to arrive at a mutually satisfactory solution.

12.5 Failing resolution by the parties themselves, the dispute shall be referred for resolution to the Standing Liaison Committee established pursuant to the provisions of Chapter 11 of this Agreement.

12.6 Failing resolution by the Standing Liaison Committee, the dispute shall be referred to an independent and impartial third party for mediation as hereinafter set out:

(a) the mediator shall be chosen jointly by the parties, and failing agreement, by a Judge of the Superior Court, upon application to the court;

(b) the parties shall each submit to the mediator their views on the issue in dispute;

(c) the parties undertake that as a condition of the mediation process, to renounce to any prescription acquired and to agree that prescription (if applicable) of any right, claim or matter which is the subject of the dispute shall be interrupted and shall, if necessary, be specifically renounced from time to time until the mediator declares the mediation process to be at an end;

(d) the mediation process and all proceedings in connection therewith shall be and will remain confidential;

(e) the mediator shall not issue a report or make any recommendations unless authorized to do so by all the parties;

(f) any party may request that the mediator terminate the mediation process when there are reasonable and probable grounds to believe that, despite the best efforts of the parties acting in good faith, no settlement is likely to be reached in the dispute through mediation.

12.7 At any time during the course of the mediation process, the parties may agree to grant to the mediator the powers, authority and jurisdiction of an arbitrator, including those of an amiable compositeur, the whole within the meaning, and as set out in the Civil Code of Québec and the Code of Civil Procedure of Québec.

12.8 Each party will assume its expenses related to the mediation and half the expenses and fees of the mediator.

CHAPTER 13

FINAL PROVISIONS

13.1 The preamble and the Schedules to this Agreement form an integral part thereof.

13.2 This Agreement may be amended from time to time with the consent of Québec and of the Cree Regional Authority.

13.3 This Agreement shall come into force on the date of its signature by the Parties and shall end March 31st, 2052.

13.4 Not later than two (2) years before the expiry of this Agreement, the parties shall meet in order to discuss the possible extension or renewal of this Agreement.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED AT WASKAGANISH ON THIS 7TH DAY OF FEBRUARY 2002

FOR LE GOUVERNEMENT DU QUÉBEC:

________________________________________________________

BERNARD LANDRY,

Prime Minister

________________________________________________________

GILLES BARIL,

Minister of State for Natural Resources and Regions

Minister of Natural Resources

Minister of Regions

Minister responsible for the Development of Northern Québec

________________________________________________________

RÉMY TRUDEL,

Minister of State for Population and Native Affaires

Minister for Native Affairs

FOR THE GRAND COUNCIL OF THE CRIS (EEYOU ISTCHEE) AND THE CRI REGIONAL AUTHORITY:

________________________________________________________

TED MOSES,

Grand Chief of the Grand Council of the Crees (Eeyou Istchee)

Chairman of the Cree Regional Authority

________________________________________________________

EDWARD GILPIN,

Chief of the Eastmain Band

________________________________________________________

PAUL GULL,

Chief of the Waswanipi Band

O.C. 507-2002, Sch; O.C. 897-2004, s. 1 to 7; O.C. 679-2007, s. 1, 2 and amendment 5.

The boundaries of the Cree traplines within the Territory referred to in the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec and which shall be specified by the Cree Regional Authority on or before January 30th, 2004 shall be deemed to be the specified trapline boundaries referred to in section 3.7.2 of that Agreement and these boundaries will be used thereafter for the purposes of applying the adapted forestry regime.

Considering that certain parts of common areas overlap certain traplines situated north of the Territory referred to in Chapter 3 of the Agreement Concerning a New Relationship between le Gouvernement du Québec and the Crees of Québec (north of the northern limit established by the Minister and made public on December 19, 2002), it is agreed that until the expiration of the transitional period ending March 31st, 2006 these parts of common areas will be treated by the Ministère des Ressources naturelles, de la Faune et des Parcs as if they were not part of the common areas.