ANZ National Bank Limited Group
Supplemental Disclosure Statement
FOR THE THREE MONTHS ENDED 31 DECEMBER 2009 | NUMBER 5 ISSUED FEBRUARY 2010Crown Deed of Guarantee(Registered Bank)
Her Majesty the Queen in right of New Zealandand
ANZ National Bank Limited

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THE PARTIES AGREE as follows:1

INTERPRETATION

1.1

Definitions
In this Deed, unless the context requires otherwise:
Announcement Date means 12 October 2008.
Creditor has the meaning given in clause 1.3.
Crown Guarantee means the Crown guarantee in clause 2.2 of this Deed.
Debt Security:(a)

has the meaning given to that term in section 2 of the Securities Act 1978,
but as if the phrase “deposited with, lent to or otherwise owing by any
person” in that definition read “deposited with or lent to any person”; and(b)in relation to the Principal Debtor, means a debt security (as defined inparagraph (a) of this definition) issued or to be issued by the Principal
Debtor.

Default Event means:(a)failure of the Principal Debtor to make payment to a Creditor in the amountand at the date lawfully due and payable in accordance with the terms of
any Indebtedness, other than:(i)

any such failure due solely to a bona fide dispute, or(ii)

any such failure in respect of Indebtedness in respect of which the
Crown, in accordance with clause 2.2(b), is not required to makepayment under clause 2.2;(b)

the Principal Debtor institutes or has instituted against it any form ofproceeding seeking:(i)the appointment of a liquidator, provisional liquidator, voluntaryadministrator, receiver, receiver and manager, or similar person; or(ii)

a judgement of insolvency or bankruptcy;

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or any similar relief in respect of the Principal Debtor, provided that, if any
such proceeding is, within 14 days after it is instituted, withdrawn orchallenged by proceedings which the Principal Debtor is advised by its legal
advisors have a reasonable prospect of success, it shall be deemed not tohave occurred for the purposes of this Deed (unless and until suchchallenge is unsuccessful);(c)the Principal Debtor becomes subject to the appointment of a voluntaryadministrator, liquidator, provisional liquidator, receiver, receiver andmanager, or similar person;(d)the Principal Debtor has a secured party take possession of all or
substantially all its assets, or has a distress, execution or attachment orother legal process instigated or enforced against all or substantially all of
its assets;(e)

the Principal Debtor makes a general assignment, arrangement orcompromise with, or for the benefit of, all or a material number of its
creditors (including a moratorium); or(f)a statutory manager is appointed to the Principal Debtor under the Reserve
Bank Act or the Corporations (Investigation and Management) Act 1989, or
any equivalent action is taken in any other jurisdiction in which the
Principal Debtor is incorporated or carries on a material part of its business.

Excluded Debt Security means:(a)a Debt Security which is issued during the Guarantee Period pursuant to
the terms of a registered prospectus or an investment statement under the
Securities Act 1978 which states that the Debt Security is an “Excluded
Security” for the purposes of this Deed and that accordingly none of theobligations of the Principal Debtor in respect of that Excluded Security havethe benefit of the Crown Guarantee; and(b)

any other Debt Security which the Crown, in its sole discretion (and onsuch conditions, if any, as it may specify) agrees with the Principal Debtor,
prior to that Debt Security being offered to any Person by or on behalf of
the Principal Debtor, will be an Excluded Security for the purposes of thisDeed and that accordingly none of the obligations of the Principal Debtor in
respect of that Excluded Security have the benefit of the Crown Guarantee.

Execution Date means the date of this Deed.

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Financial Institution means a “financial institution” as that term is defined in
section 2 of the Reserve Bank Act and, without prejudice to the generality of theforegoing, includes:(a)a “collective investment scheme” as that term is defined in section 157B of
the Reserve Bank Act (as if that term also included any “superannuationfund” or “superannuation scheme” as those terms are defined in section
YA1 of the Income Tax Act 2007) or an issuer, trustee or manager of any
such scheme acting in that capacity;(b)an “insurer” as that term is defined in section 2 of the Insurance
Companies (Ratings and Inspections) Act 1994 or any other Person
carrying on the business of providing insurance cover (of whatevernature);(c)a Person carrying on business as a sharebroker, an investment adviser or afund manager (to the extent that Person is acting in that capacity); or(d)a Person who is controlled by a financial institution as defined above.

GAAP means “generally accepted accounting practice” within the meaning of thatterm under the Financial Reporting Act 1993.
Guarantee Period means the period commencing at 12:01am on the
Announcement Date and expiring at 12:01am on 12 October 2010.
Guaranteed Amount means, in respect of any date, the maximum amount for
which the Crown would be liable on that date under the Crown Guarantee, in
accordance with the terms of this Deed, if all Indebtedness existing on that datewas (and had been, for 15 days) due and payable and was not paid by the
Principal Debtor.
Indebtedness means any obligation of the Principal Debtor to pay money(whether present or future) to a Creditor under Debt Securities, but excluding:(a)any obligation which in terms of priority of payment and otherwise on awinding up, dissolution or liquidation of the Principal Debtor would rankbehind the unsecured unsubordinated obligations of the Principal Debtor;(b)

any obligation under a Debt Security in respect of which the Crown has
provided a guarantee (by issue of a “guarantee eligibility certificate”) under
the Crown’s Wholesale Funding Guarantee Facility (as defined in the Act);(c)any obligation which constitutes “Indebtedness” for the purposes of theInitial Deed and is guaranteed by the Initial Crown Guarantee;

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(d)

any obligation under an Excluded Debt Security;(e)any obligation excluded by clause 2.4, clause 9.5(b) or clause 9.6; and(f)where the Principal Debtor is a Person incorporated or establishedoverseas, any obligation under a Debt Security which is not issued by the
Principal Debtor from or in respect of its New Zealand Branch.

Initial Crown Guarantee means the “Crown Guarantee” as defined in the Initial
Deed.
Initial Deed has the meaning given in Background A above.
Initial Guaranteed Amount means the “Guaranteed Amount” under the InitialDeed.
New Zealand Branch means, where the Principal Debtor is a Person incorporated
or established overseas, the New Zealand business of that Person, including theproperty, rights, assets and liabilities relating to the New Zealand business of that
Person as referred to in section 117(3) of the Reserve Bank Act.
New Zealand Citizen has the meaning given under the Citizenship Act 1977.
New Zealand Resident means a Person defined as resident in New Zealandpursuant to the Income Tax Act 2007.
Nomination means a deed or agreement between the Crown and a Person (or awritten notice from the Crown to a Person or to the public) under which the
Crown designates that Person (whether specifically or by reference to a class of
Persons) as a “Nominated Beneficiary” for the purposes of this Deed (whether
that deed, agreement or notice identifies this Deed specifically or by reference toa class).
Nominated Beneficiary means, at any time, a Person who has been designated asa “Nominated Beneficiary” under, and at that time remains a “NominatedBeneficiary” in accordance with, a Nomination.
Notice of Claim means a notice, deed or agreement duly executed by or on behalfof a Creditor in a form to be determined by the Crown under which the Creditor
requires the Crown to make payment to that Creditor under this Deed.
Notice of Withdrawal has the meaning given in Background B above.
Party means the Crown or the Principal Debtor, and Parties means themcollectively.

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Person includes an individual, a body corporate, any association of persons(whether corporate or not), a trust (including the trustees of a trust acting in thatcapacity), and a state and any agency of a state (in each case whether or nothaving separate legal personality).
Registered Bank means a Person registered as a bank under the Reserve BankAct.
Related Party of the Principal Debtor means a Person who is, or at any date after
the Announcement Date was, a Person who would be a “related party” as thatterm is defined in section 157B of the Reserve Bank Act 1989, as if:(a)the Principal Debtor was a “deposit taker”; and(b)“related party” included any Person who controls the Principal Debtor and
any Person who is controlled by any such Person or by the Principal Debtor.

Reserve Bank Act means the Reserve Bank of New Zealand Act 1989.
Specified Creditors means, in relation to a Principal Debtor which is a Person
incorporated or established overseas, creditors of the New Zealand Branch of that
Principal Debtor who are neither New Zealand Citizens nor New Zealand
Residents who would be Creditors under this Deed if they were New Zealand
Residents or New Zealand Citizens.
1.2

Construction
In this Deed, unless the context requires otherwise:(a)

Headings: headings are for convenience only, and do not affectinterpretation;(b)

Sections, Clauses and Schedules: a reference to a Section or a clause or
Schedule is a reference to a Section or clause in, or Schedule to, this
Deed;

(c)

Singular and plural: the singular includes the plural and the converse;(d)Deed or document: a reference to a deed or a document is to the deed or
document as amended, novated, supplemented or replaced from time to
time;

(e)

Legislation: a reference to legislation or to a provision of legislation
includes any amendments and re-enactments of it, a legislative provision
substituted for it and a statutory regulation, rule, order or instrument
made under or issued pursuant to it; and

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(f)

Control: a Person (“A”) is “controlled” by another Person (“B”) if:(i)

A is a subsidiary of B under the law of incorporation of A or for the
purposes of GAAP; or(ii)

B is able to exercise real or effective control, directly or indirectly,
over A or over a material part of A’s business or affairs (whether
pursuant to a contract, an arrangement or an understanding, as aresult of the ownership or control of securities or other interests inor issued by A, or otherwise) except where A is a natural person andB’s control arises solely under an enduring power of attorney
granted by A in favour of B.

1.3

Creditor(a)Subject to clauses 1.3(b), (c) and (d), in this Deed a “Creditor” is a Person towhom the Principal Debtor has an obligation to pay money (whether present or
future) under a Debt Security. For the avoidance of doubt, the Principal Debtor
shall be regarded as having such an obligation to a Person if, under the terms ofa Debt Security, that obligation is owed:(i)

directly to that Person; or(ii)

to the trustee under the trust deed under which that Debt Security isconstituted, if that Person holds that Debt Security.

(b)

Subject to clauses 1.3(c) and (d), a Person to whom the Principal Debtor has an
obligation to pay money (whether present or future) under a Debt Security is not
a Creditor:(i)

if that Person is:(A)

a Related Party of the Principal Debtor;(B)

controlled by a Related Party of the Principal Debtor;(C)a Financial Institution;(D)

where the Principal Debtor is a Person incorporated or establishedoverseas, neither a New Zealand Citizen nor a New Zealand
Resident; or(E)

a Person acting (directly or indirectly) as a nominee of or trustee fora Person referred to in (i)(A), (B) , (C) or (D) above;

(ii)

if:

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(A)

that Person consists of two or more Persons who jointly hold that
Debt Security; and(B)

one or more of those Persons would not be a Creditor if the Principal
Debtor had a direct obligation to pay money (whether present or
future) to that Person individually under that Debt Security.

(c)

A Person to whom the Principal Debtor has an obligation to pay money (whether
present or future) under a Debt Security is not excluded by clause 1.3(b) frombeing a Creditor to the extent that that Person is:(i)a Nominated Beneficiary that is deemed to be a Creditor under clause 2.7;

(ii)

a bare trustee for another Person if that other Person would be a “Creditor”
if the Principal Debtor had a direct obligation to pay money (whether
present or future) to that Person under a Debt Security;(iii)

acting as trustee/s or nominee/s for any one or more Persons (each a“Beneficiary”) if that Person (i.e. the Person acting as trustee/s ornominee/s) is not excluded by clause 1.3(b)(i)(A), (B) or (C) from being a
Creditor and the Crown (in its sole and unfettered discretion), having
regard to (among other things):(A)

the identity and nature of the Beneficiaries (where known);(B)

how many of the Beneficiaries (where known) would be Creditors if
the Principal Debtor had a direct obligation to pay money (whether
present or future) to each of them under that Debt Security,

gives notice in writing to that Person (i.e. that Person acting as trustee/s ornominee/s) (which may be by way of public notice and may or may not be
subject to such conditions (if any) as the Crown may specify) that that
Person (acting in that capacity of trustee/s or nominee/s) is a Creditor;
(iv)
(d)

a Specified Creditor deemed to be a Creditor under clause 2.5.

A Person (“Joint Holder”) consisting of two or more Persons who jointly hold a
Debt Security under which the Principal Debtor has an obligation to pay money(whether present or future) to that Joint Holder is not excluded by clause 1.3(b)from being a Creditor if:(i)none of those Persons are excluded by clause 1.3(b)(i)(A), (B), (C) or (E)from being a Creditor;

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(ii)

at least one of those Persons would be a Creditor if the Principal Debtor
had a direct obligation to pay money (whether present or future) to that
Person individually (rather than jointly) under that Debt Security;(iii)

the Joint Holder would not be excluded by clause 1.3(b)(i)(A), (B), (C) or(E) from being a Creditor; and(iv)

the Joint Holder does not hold that Debt Security in its capacity as trustee
or nominee for one or more other Persons.

2

GUARANTEE

2.1

Conditions(a)This Deed is conditional upon a Notice of Withdrawal being given to the Principal
Debtor by the Crown.

(b)

It is a condition precedent to the Crown’s obligations under this Deed that, except
to any extent otherwise agreed by the Crown in writing (in its sole and unfettereddiscretion), at the Execution Date no Default Event with respect to the Principal
Debtor has occurred and either is continuing unremedied or has not been validly
and effectually waived.

2.2

Crown Guarantee
On and subject to the terms of this Deed the Crown:(a)absolutely and irrevocably guarantees to each Creditor from time to timethe due and punctual payment by the Principal Debtor of:(i)

all Indebtedness that becomes due and payable during the
Guarantee Period; and(ii)

if a Default Event of any of the types specified in paragraphs (b) to(f) (inclusive) of the definition of “Default Event” in clause 1.1 occurs
during the Guarantee Period, all Indebtedness arising under Debt
Securities that exist on the date of that Default Event (whether or
not that Indebtedness is due and payable during the Guarantee
Period); and(b)undertakes to each Creditor from time to time that if the Principal Debtor
does not pay to any Creditor any Indebtedness guaranteed under clause
2.2(a) when due and payable, the Crown will pay the amount of that
Indebtedness to the Creditor no later than the day which is 14 days after
the due date of that Indebtedness (or such earlier day as the Crown may
specify) if that Indebtedness is not otherwise paid on or before that day.

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To avoid doubt, the Crown shall have no liability at any point in time under the
Crown Guarantee to a Person who is not, at that time, a Creditor (whether or notthat Person was previously a Creditor).
2.3

Notice and Quantification
The Crown shall not be obliged to make a payment to a Creditor under clause 2.2
unless and until the Crown:(a)receives a Notice of Claim from the Creditor in respect of the relevant
Indebtedness; and(b)

has satisfied itself as to the amount of that Indebtedness and as to suchother matters as the Crown reasonably considers appropriate in order toascertain the extent of its liability under the Crown Guarantee in respect ofthat Indebtedness.

Despite clause 2.3(a), the Crown may (in its sole and unfettered discretion) waivein writing (generally or in any specific case) the requirement for it to receive a
Notice of Claim.
2.4

Indebtedness Incurred or Acquired after Default Event not Covered
An obligation of the Principal Debtor to pay money (whether present or future) toa Creditor under a Debt Security shall not constitute “Indebtedness” (andaccordingly shall not be covered by the Crown Guarantee) to the extent that that
Debt Security:(a)is issued after a Default Event; or(b)is acquired (whether by contract, statute, operation of law or otherwise) bythat Creditor after the occurrence of a Default Event except:(i)to the extent otherwise agreed by the Crown in writing (in its soleand unfettered discretion); or(ii)

where:(A)

the Creditor is a trustee, executor or administrator of a
deceased person’s will or estate and acquired that Debt
Security in that capacity from the deceased person; and(B)

the obligation would have constituted “Indebtedness” if that
person had not died and had continued to hold that Debt
Security.

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For the avoidance of doubt clause 2.4(b)(ii) is to be read subject toclauses 1.3(b) and 1.3(c).
2.5Indebtedness to Specified Creditors capped
The Crown shall have no liability to any Specified Creditors except where thePrincipal Debtor is a Person incorporated or established overseas, in which caseSpecified Creditors shall be deemed to be Creditors except that the aggregate
amount for which the Crown is liable under the Crown Guarantee and the Initial
Crown Guarantee in respect of Indebtedness to Specified Creditors shall belimited to an amount equal to the Principal Debtor’s aggregate Indebtedness toSpecified Creditors as at the Announcement Date, plus an amount equal to that
aggregate multiplied by “X”, where “X” means:(a)in respect of any time prior to the first anniversary of the Announcement
Date, 0.1;(b)

in respect of any time after the first anniversary of the Announcement
Date, 0.2; and(c)in respect of any time on or after the second anniversary of theAnnouncement Date, 0.3,

less the aggregate of all amounts paid by the Crown to Specified Creditors under
the Crown Guarantee and the Initial Crown Guarantee.
2.6

Amount payable to a Specified Creditor
The Crown will not be required to make any payment to a Specified Creditor in
respect of Indebtedness until, in addition to the requirements of clause 2.3, it hasreceived notice in writing from the Principal Debtor as to whether the amountthat the Crown should pay to the Specified Creditor is:(a)

the amount of that Indebtedness; or(b)such lesser amount as the Principal Debtor considers appropriate, having
regard to the provisions of this Deed (and, in particular, clause 2.5);

and the Crown’s liability to that Specified Creditor in respect of that Indebtedness
shall be limited to the amount specified in that notice (or any lesser amountdetermined in accordance with clause 2.8).
2.7

Nominated Beneficiaries
Nominated Beneficiaries shall be deemed to be Creditors for the purposes of thisDeed, provided that the Crown’s liability to a Nominated Beneficiary shall belimited to the amount (if any) specified in or determined in accordance with therelevant Nomination.

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2.8

Liability cap(a)

The Maximum Aggregate Liability of the Crown to each Creditor is:(i)in respect of a Nominated Beneficiary, such amount as may be specified inor determined in accordance with the relevant Nomination; and

(ii)
(b)

in all other cases, one million New Zealand dollars ($1,000,000).

For the purposes of clause 2.8(a), “Maximum Aggregate Liability” means the
maximum aggregate liability of the Crown to a Creditor under the Initial
Guarantee and the Crown Guarantee and any Replacement Guarantee/s, forwhich purpose “Replacement Guarantee” means any guarantee provided by the
Crown as a result of the acceptance by the Principal Debtor of an offer made by
the Crown under clause 9.4 (in connection with the withdrawal of the Crown
Guarantee pursuant to that clause), any fourth guarantee provided by the Crown
in connection with the withdrawal of that third guarantee under any similar
provision, any fifth guarantee provided by the Crown in connection with thewithdrawal of that fourth guarantee under any similar provision, and so on.

2.9

Interest cap
Notwithstanding any other provision of this Deed, the Crown may (in is sole andunfettered discretion) decline to accept liability for any amount of Interest on or
in respect of any Indebtedness to the extent that that Interest accrues after thedate by which the Crown reasonably considers adequate time has elapsed
following the date on which that Indebtedness became due and payable in orderfor the relevant Creditor to submit a Notice of Claim in respect of, and for the
Crown to thereafter satisfy itself as to the extent (if any) of its liability under the
Crown Guarantee respect of, the relevant Indebtedness (taking into account thedate on which the Crown sent a form of Notice of Claim to the relevant Creditor
or waived the requirement for it to receive a Notice of Claim), and to the extent
that the Crown does so decline to accept liability for any such amount of interest
it shall not be liable under the Crown Guarantee for that amount of interest. For
the purposes of this clause 2.9, “Interest” means any amount of interest and any
amount/s in the nature of interest, or having a similar purpose or effect tointerest, or which the Crown reasonably considers to be economically equivalent
to interest (including any fee or other amount incurred on a regular or recurring
basis).

2.10(a)Moratorium
Notwithstanding any other provision of this Deed (but, for the avoidance of
doubt, without limiting clause 2.8), if:(i)the terms of any Debt Security are varied or supplemented (whether byagreement between the Principal Debtor and a Creditor, by agreement
between the Principal Debtor and the trustee for that Debt Security, by
Court order, or otherwise); or

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(ii)

any other arrangement is entered into by the Principal Debtor which insubstance is equivalent to a variation or supplement to the terms of a Debt
Security issued by the Principal Debtor,

in each case under the terms of, or in contemplation of entry by the Principal
Debtor into, a compromise or arrangement with any creditors of the Principal
Debtor (including (without limitation) any moratorium or debt rescheduling) (anysuch variation, supplement or arrangement being a “Variation”), the Crown may(in its sole and unfettered discretion) elect to limit its liability under the Crown
Guarantee to any Creditor in respect of any Indebtedness (to avoid doubt,
including interest) arising under that Debt Security on any date to the amountwhich the Crown reasonably determines (a Determination) is equivalent in value
to the amount for which the Crown would have been liable under the Crown
Guarantee to that Creditor in respect of that Indebtedness on that date had the
Variation not been made (and, upon such an election being made, the Crown’s
liability under the Crown Guarantee to that Creditor in respect of that
Indebtedness (to avoid doubt, including interest) shall be so limited).
(b)

For the purposes of any Determination, the Crown shall be entitled to assume
that:(i) default in payment by the Principal Debtor (had the Variation not been made)would have occurred on the earlier of the actual date of a default in payment
following the Variation and the originally scheduled date for repayment of the
Debt Security;(ii) a Notice of Claim requiring payment in full would have been submitted by therelevant Creditor no later than 180 days following that default; and(iii) the “value” of the amount for which the Crown would have been liable under
the Crown Guarantee to that Creditor in respect of that Indebtedness on thatdate had the Variation not been made is equal to that amount, except where:(y) the date on which the Principal Debtor’s payment default occurs ismaterially later than the originally scheduled date for repayment of
the Debt Security, and(z) the Crown (which must act reasonably) considers that Creditors
generally would have been unlikely to be able to prevent the Variation
being made (for example, because no resolution of creditors toapprove the Variation was required, or such a resolution was obtained
but the votes able to be cast on that resolution by Creditors wereunlikely to have been sufficient to prevent the resolution being
passed),in which case the “value” of the amount for which the Crown would have been
liable under the Crown Guarantee to that Creditor in respect of that
Indebtedness on that date had the Variation not been made shall be thatamount plus such additional amount as the Crown reasonably considers

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appropriate to reflect (and compensate the Creditor for) the later date ofpayment.
2.11

Excluded Securities
The Principal Debtor shall ensure that:(a)the prospectus (if any) and investment statement (if any), or, if applicable,
other offering document, pursuant to which an Excluded Debt Security isoffered, and each application form for subscription for any Excluded Debt
Security, contains a prominent warning statement in bold font at least as
large as the font predominantly used elsewhere in that document to theeffect that none of the Principal Debtor’s obligations under or in respect ofthat Excluded Debt Security will have the benefit of the Crown Guarantee;(b)each advertisement (as that term is defined in the Securities Act 1978)
relating to that Excluded Debt Security contains a prominent statement tothe same effect; and(c)in respect of any Debt Security which the Crown has agreed shall be an
Excluded Debt Security (for the purposes of paragraph (b) of the definitionof that term in clause 1.1), the Principal Debtor complies with any
conditions specified by the Crown in or for the purposes of that consent.

3

FEE

3.1

If on the first 12 month anniversary of the Announcement Date the Guaranteed
Amount exceeds five billion (5,000,000,000) New Zealand Dollars, the Principal
Debtor shall pay the Crown a non-refundable fee equivalent to 0.1% (ten basis
points) of the amount by which the Guaranteed Amount exceeds five billion(5,000,000,000) New Zealand Dollars.

3.2

If, on the last day of any calendar month during the Guarantee Period (each a
Relevant Month), the Guaranteed Amount does not exceed five billion(5,000,000,000) New Zealand Dollars, the Principal Debtor will pay to the Crowna non-refundable fee calculated as follows:F=

GA multiplied by Percentage divided by 12

where:“F” means the fee payable by the Principal Debtor in respect of that
Relevant Month;“GA” means the amount (if any) by which:

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(i)

the Guaranteed Amount on the last day of that Relevant Monthexceeds(ii)

the Initial Guaranteed Amount on the Announcement Date multipliedby “X”, where “X” means:(A)in respect of any time prior to the first anniversary of theAnnouncement Date, 1.1; and(B)

in respect of any time after the first anniversary of theAnnouncement Date, 1.2.

“Percentage” means the relevant percentage figure specified in the Ratings
Table below by reference to the organisation credit rating of the Principal
Debtor on the last date of that Relevant Month from Standard & Poors
Ratings Services, for which purpose the ratings in that table shall bedeemed to refer also to the equivalent ratings from Moody’s InvestorsService Inc, Fitch Inc and any other rating agency approved by the Crown
in writing - provided that, if the Principal Debtor has two or more suchcredit ratings, the Principal Debtor’s credit rating for the purposes of thisdefinition shall be deemed to be the lowest of them.
Ratings Table
Rating on last day ofPercentage

Relevant MonthAA minus or higher

0.1%

A minus or higher (but lower

0.2%

than AA minus)
BBB minus or higher (but lower

0.5%

than A minus)
BB or higher (but lower than

1.0%

BBB minus)

3.3

The following provisions shall apply in respect of all payments by the Principal
Debtor required under clauses 3.1 and 3.2:

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(a)

The Principal Debtor will prepare an estimate of the amount payable by it
under the relevant clause and provide that estimate (together with detailsof its calculation), and make payment of the estimated amount, to the
Crown within 14 days after:(i)the first 12 month anniversary of the Announcement Date (in thecase of clause 3.1); and(ii)

the end of the Relevant Month (in the case of clause 3.2).

Each such estimate must constitute the best estimate the Principal Debtor
is reasonably able to make of the relevant amount in the time available.
(b)

In respect of each such payment, the Principal Debtor must provide to the
Crown a final calculation of the amount which should have been paid by it
under clause 3.1 or 3.2 (as the case may be), together with sufficientdetails of that calculation (and the information on which it relies) to enable
the Crown to assess its accuracy. Such final calculations must be
provided:(i)

within five months after the last date on which payment of theestimated amount under clause 3.3(a)(i) was required to be made;
and

(ii)

no later than the end of each calendar quarter, in respect of eachpayment of an estimated amount under clause 3.3(a)(ii) required tohave been paid during the immediately preceding calendar quarter.

(c)

The Crown shall review each final calculation and, after considering any
additional information provided to it by the Principal Debtor at its request,
will notify the Principal Debtor either that:(i)it agrees with the amount calculated by the Principal Debtor (andthat amount shall then be the “Final Amount”); or(ii)

it disagrees with the amount calculated by the Principal Debtor, inwhich case the Crown shall also notify the Principal Debtor of theamount which (acting reasonably) it considers the Principal Debtor
should have calculated (and that amount shall then be the “Final
Amount”).

(d)Within 7 days of notice from the Crown under clause 3.3(c):

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(i)

if the Final Amount is less than the relevant estimated amount paid
to the Crown, the Crown will refund the difference to the Principal
Debtor; and(ii)

if the Final Amount is greater than the relevant estimated amount
paid to the Crown, the Principal Debtor will pay the difference to the
Crown.

3.4

As soon as practicable after becoming aware that a Person has become aNominated Beneficiary, the Principal Debtor shall pay to the Crown such
additional amount/s (if any) as would have been payable by it under this clause 3
had that Person been a Nominated Beneficiary on the terms of the relevant
Nomination (and this Deed been in effect) on the Announcement Date.

3.5

To avoid doubt, the agreement of the Crown to (and any notice from the Crown
concerning) any amount or amounts payable under this clause 3 (including any
Final Amount) shall be solely for the purposes of this clause 3, and shall notconstitute evidence of, or the agreement of the Crown as to the extent of, its
liability under this Deed (or in any other way limit or prejudice the rights of the
Crown in relation to such liability).

3.6

Provided the Principal Debtor pays all amounts owing to the Crown under theforegoing provisions of this clause 3 in accordance with those provisions, thePrincipal Debtor shall not be required to pay any additional amounts under clause
3 of the Initial Deed in respect of any period commencing after the Execution
Date.

3.7

The part month ending on 12 October 2010 shall be deemed to be a month (andaccordingly a Relevant Month) for the purposes of this clause 3, but the fee
payable by the Principal Debtor in respect of that part month shall be the amountcalculated in accordance with clause 3.1 multiplied by 0.4.

4

REPORTING

4.1

Reporting
The Principal Debtor shall prepare and provide to the Crown, as soon aspracticable after requested, any reports concerning the business, management,
operations, or financial position or affairs of the Principal Debtor and/or its
subsidiaries, and shall ensure that all such reports are accurate, complete and not
misleading.

4.2

Principal Debtor to Supply Information to the Crown
The Crown may at any time require from the Principal Debtor any information in
the possession or under the control of the Principal Debtor or any of its whollyowned subsidiaries relating to the financial position or affairs, or the business,

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management, or operation, of the Principal Debtor and/or any of its whollyowned subsidiaries (including, without limitation, previous or proposedtransactions involving the Principal Debtor and/or any of its wholly-owned
subsidiaries).
4.3

Third Party Information
The Principal Debtor authorises the Crown to contact and request informationfrom those third parties that the Crown requires, including (but not limited to):(a)the trustee of any Debt Security issued by the Principal Debtor;(b)the auditors of the Principal Debtor;(c)the Principal Debtor’s bankers or any other providers of finance;(d)the Securities Commission;(e)

the Registrar of Companies;(f)

any rating agency contracted to provide rating information in respect of the
Principal Debtor or any of its subsidiaries (or any Debt Securities issued by
the Principal Debtor or any of its subsidiaries); and(g)the Reserve Bank of New Zealand,

and hereby authorises (and shall take any other step requested by the Crown toauthorise) all such requested disclosure, and will use its best endeavours toensure that any such person provide the requested information as soon aspracticable.
4.4

Sharing of Information
The Principal Debtor authorises the Crown to share information provided inaccordance with clauses 4.1, 4.2 and 4.3 with the Reserve Bank of New Zealandand the Securities Commission.

4.5

Failure to Comply with Information Request(a)

If the Crown reasonably considers that the Principal Debtor has failed to comply
with clause 4.1, clause 4.2, clause 4.3 or clause 4.6 or has supplied information
or data that is false or misleading in a material particular, the Crown may give
the Principal Debtor notice (which may be by way of public notice) that:(i)it considers that the Principal Debtor has failed to comply with the relevant
provision or has supplied information or data that is false or misleading in amaterial particular; and

19

(ii)

the Principal Debtor has 14 days to rectify that failure or supply, for which
purpose “rectify” means:(A)complying with that provision to the reasonable satisfaction of the
Crown or supplying such additional information or data as (in thereasonable opinion of the Crown) is required to ensure that the
information or data previously supplied is not false or misleading ina material particular (as the case may be); or(B)

satisfying the Crown (acting reasonably) that it has already compliedwith that provision or that the relevant information or data is not
false or misleading in a material particular (as the case may be).

(b)

If the Principal Debtor fails to so rectify that failure or supply within the 14 day
period referred to in clause 4.5(a)(ii) the Crown may give public notice that the
Crown Guarantee is withdrawn on the date of that notice (or will be withdrawn atsuch later date as may be specified in that notice).

(c)

On the day of (or, as the case may be, the date specified in) that notice theCrown Guarantee is withdrawn in respect of all obligations which arise under any
Debt Security issued following the date of withdrawal and such obligations shallnot be covered by the Crown Guarantee, and the provisions of clause 9.6 shallapply in respect of all such obligations.

4.6

Default Events
The Principal Debtor shall immediately give notice to the Crown of any Default
Event or any circumstance or event which, with the passage of time, the givingof notice or the taking of any other action would, or would be likely to, constituteor give rise to a Default Event.

5

COMPLIANCE WITH PRUDENTIAL SUPERVISION OR OTHER MATTERS

5.1

If the Crown reasonably considers that the Principal Debtor has failed to comply
with:
(a)

any applicable provision of the Reserve Bank Act, or any prudential
supervision direction, notice or requirement under the Reserve Bank Act orotherwise; or(b)the terms of any Debt Securities or of any trust deed for Debt Securities
issued by the Principal Debtor to a Creditor or otherwise relating to the
Principal Debtor,

then the Crown may give the Principal Debtor notice (which may be by way of
public notice) that:

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(c)

it considers that the Principal Debtor has failed to comply with thatprovision, direction, notice or requirement or those terms (as the case maybe); and(d)the Principal Debtor has 14 days to rectify that failure, for which purpose“rectify” means:(i)complying with that provision, direction, notice or requirement or
those terms to the Crown’s reasonable satisfaction; or(ii)satisfying the Crown (acting reasonably) that it has not failed tocomply with it.

5.2

If the Principal Debtor fails to so rectify that failure within the 14 day period
referred to in clause 5.1(d) the Crown may give public notice that the Crown
Guarantee is withdrawn on the date of that notice (or will be withdrawn at suchlater date as may be specified in that notice).

5.3

On the day of (or, as the case may be, the date specified in) that notice theCrown Guarantee is withdrawn in respect of all obligations which arise under any
Debt Security issued following the date of withdrawal and such obligations shallnot be covered by the Crown Guarantee, and the provisions of clause 9.6 shallapply in respect of all such obligations.

6

ACKNOWLEDGEMENTThe Parties acknowledge that the offering or entering into of this Deed does notin any respect restrict any regulatory or supervisory action by the Reserve Bankof New Zealand or any action the Crown may take, including but not limited toextending the term of the Crown Guarantee or not extending the term of the
Crown Guarantee and offering a guarantee to any person whether under thesame terms or different.

7

NO ASSIGNMENT
Neither Party may assign or transfer any of its rights under this Deed.

8

GOVERNING LAW AND JURISDICTION

8.1

Governing Law
This Deed is governed by and is to be construed in accordance with New Zealand
law.

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8.2

New Zealand Courts
Each of the Parties irrevocably and unconditionally agrees that the Courts of New
Zealand shall have non-exclusive jurisdiction to hear and determine each suit,action or proceeding (proceedings) and to settle disputes that may arise out of orin connection with this Deed and for these purposes irrevocably submits to thenon-exclusive jurisdiction of those courts.

9

GENERAL

9.1

Contracts (Privity) Act 1982
The promises and obligations of the Crown under this Deed are intended to confera benefit on, and accordingly are enforceable against the Crown under theContracts (Privity) Act 1982 by, each Creditor, provided that the parties to thisDeed may, on request of the Crown, by deed vary or discharge any of theprovisions of this Deed, without the consent or agreement of any Creditor.

9.2

Entire Agreement(a)Subject to clause 9.2(b), this Deed constitutes the entire agreement between theParties in relation to its subject matter. It replaces all earlier discussions,
negotiations and agreements relating to that subject matter, except that any
rights of the Crown and obligations of the Principal Debtor arising as a result ofany misrepresentation by or on behalf of the Principal Debtor prior to execution ofthis Deed shall continue.

(b)This Deed does not replace the Initial Deed in relation to the period prior to thewithdrawal of the Initial Crown Guarantee under the Initial Deed or in relation to
the continuing rights and obligations of the Crown and the Principal Debtor underthe Initial Deed subsequent to that withdrawal.

9.3

Withdrawal as a result of Inappropriate Activity
If the Crown reasonably considers that the business or affairs of the Principal
Debtor and/or any of its subsidiaries and/or any other Person controlled by the
Principal Debtor have been (since the entry into this Deed), are being, or are
intended or likely to be, carried on in a manner which:(a)will or may extend the effective benefit of the Crown Guarantee to Persons
who are not intended to receive that benefit; or(b)is or would be otherwise inconsistent with the intentions of the Crown inentering into the Initial Deed and this Deed,in each case an “Inappropriate Activity”, the Crown may withdraw the Crown
Guarantee by written notice to the Principal Debtor.

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9.4

Withdrawal for other reasons
If the Crown for any other reason considers it appropriate to do so, it may
withdraw the Crown Guarantee by written notice to the Principal Debtor.
However, the Crown may not give a notice under this clause 9.4 (and no such
purported notice shall be effective) unless the Crown offers, before such notice isgiven, to enter into a new deed of guarantee with the Principal Debtor with effectfrom such notice taking effect on terms which the Crown, taking into accountclause 9.5(a), reasonably considers to be not materially adverse to Creditors
generally as compared to the terms of the Initial Deed (and which is otherwise
on such terms and conditions as the Crown (in its sole and unfettered discretion)
considers appropriate).

9.5

Operation and effect of withdrawal(a)

Any notice given under clause 9.3 or clause 9.4 may be expressed to take effectimmediately on delivery or at any time thereafter, and shall take effectaccordingly. On the day of (or, as the case may be, the date specified in) a
notice given by the Crown under clause 9.3 or clause 9.4, the Crown Guarantee
is withdrawn in respect of all obligations which arise under any Debt Security
issued following the date of withdrawal and such obligations shall not be coveredby the Crown Guarantee, and the provisions of clause 9.6 shall apply in respectof all such obligations.

(b)Without limiting clause 9.5(a) and clause 9.6, on the taking effect of a noticegiven under clause 9.3, the Crown Guarantee will be withdrawn in respect of all
obligations of the Principal Debtor under Debt Securities (whether existing at thattime or subsequently arising) owed to any Creditor who is concerned in, and hasor ought to have knowledge of, any Inappropriate Activity and no suchobligations shall constitute “Indebtedness” (and accordingly no such obligations
shall be covered by the Crown Guarantee).

9.6

Indebtedness incurred or acquired after withdrawal
An obligation of the Principal Debtor to pay money (whether present or future) toa Creditor under a Debt Security shall not constitute “Indebtedness” (andaccordingly shall not be covered by the Crown Guarantee) to the extent that that
Debt Security:(a)is issued after the taking effect of a notice given under clause 4.5(b), 5.2,
9.3 or 9.4 (“Effective Time”); or(b)

is acquired (whether by contract, statute, operation of law or otherwise) bythat Creditor after the Effective Time, except:(i)to the extent (if any) otherwise agreed by the Crown in writing (inits sole and unfettered discretion); or

23

(ii)

where:(A)

the Creditor is a trustee, executor or administrator of a
deceased person’s will or estate and acquired that Debt
Security in that capacity from the deceased person; and(B)

that obligation would have constituted “Indebtedness” if that
person had not died and had continued to hold that Debt
Security.

(c)

For the avoidance of doubt clause 9.6(b)(ii) is to be read subject toclauses 1.3(b) and 1.3(c).

9.7

Principal Debtor Undertaking
The Principal Debtor undertakes to the Crown that it shall not take any action tochallenge or adversely affect any rights or remedies the Crown may at any time
have (including by way of subrogation or indemnity, under statute, or otherwise)
against the Principal Debtor which arise under or in connection with this Deed
(whether as a result of the payment of any amounts by the Crown to Creditors
under this Deed or otherwise).

9.8

Currency amounts
Any reference in this Deed to an amount shall, to the extent that that amount is
not already denominated in New Zealand Dollars, mean the amount determinedby the Crown to be the New Zealand Dollar equivalent of that amount as at thetime relevant to its calculation or determination.

9.9

Public Notice
A certificate from the Crown (i) to the effect that it is satisfied that it has given
public notice for the purposes of this Deed and (ii) as to the date on which thatpublic notice was given shall, in the absence of manifest error, be conclusive
evidence of that public notice and that date.

9.10

Other guarantor/s
If any Indebtedness is or becomes the subject of any guarantee, indemnity orother arrangement under which it is effectively guaranteed, or the relevant
Creditor is effectively indemnified in respect of any non-payment of that
Indebtedness by, any other person (“Other Guarantee”), whether or not that
Other Guarantee extends to all Indebtedness owed to the relevant Creditor:(a)the Principal Debtor must notify the Crown of the material particulars ofthat Other Guarantee and use all reasonable endeavours to ensure that
Creditors who have the benefit of that Other Guarantee claim under it
before claiming against the Crown under the Crown Guarantee and/or that24

the Crown has the benefit of that Other Guarantee in respect of any
amounts paid to relevant Creditors under the Crown Guarantee; and(b)notwithstanding any other provision of this Deed, except to the extent (ifany) otherwise agreed by the Crown in its absolute and unfettereddiscretion, the Crown shall not be obliged to make any payment under thisDeed in respect of any Indebtedness to any Creditor who has the benefitof, and is entitled to claim under, that Other Guarantee in respect of that
Indebtedness except to the extent that that Creditor has made a claim
under that Other Guarantee in respect of that Indebtedness and has not,within 14 days of the date of that claim, received payment in respect ofthat Indebtedness under that Other Guarantee.

9.11

Warranty
The Principal Debtor represents and warrants to the Crown that it is duly
authorised to execute and deliver this Deed, and that upon execution of this Deedby it and the Crown it will constitute the legal, valid and binding obligations of the
Principal Debtor enforceable against the Principal Debtor in accordance with its
terms.

9.12

Subrogation
Without prejudice to any rights the Crown may at any time have against or in
respect of the Principal Debtor (including by way of subrogation or indemnity,
under statute, or otherwise), the Principal Debtor irrevocably acknowledges andagrees that any money paid by the Crown to a Creditor under this Deed shall,
immediately upon such payment, constitute a debt due from the Principal Debtor
to the Crown, which debt shall be payable by the Principal Debtor to the Crown
over any period of time and on any terms and conditions that the Crown (in its
sole and unfettered discretion) considers appropriate.

9.13

EffectNotwithstanding any other provision of this Deed, this Deed takes effect from thedate specified by the Crown in (or from the date of, if no date is specified in) the
Notice of Withdrawal.

9.14Counterparts
This Deed may be executed in any number of counterparts. Once a party has
executed a counterpart, and the other party has received a copy of the signed
counterpart, that counterpart shall be deemed to be as valid and binding on theparty executing it as if it had been executed by both parties.

9.15

Waiver(a)

A waiver of any provision of this Deed shall not be effective unless given inwriting, and then it shall be effective only to the extent that it is expressly statedto be given.