Exhibit 4.1


 


EXECUTION COPY


 




 





 


SECOND
SUPPLEMENTAL INDENTURE



between



WESTPAC BANKING CORPORATION



and



THE BANK OF NEW YORK MELLON



(as successor to The Chase Manhattan Bank)



as Trustee



Dated as of November 19, 2009


 

















 


SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2009 (the
“Second Supplemental Indenture”), between WESTPAC BANKING CORPORATION (ABN 33
007 457 141), a company incorporated in the Commonwealth of Australia under the
Corporations Act 2001 of Australia and registered in New South Wales (the
“Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as
successor to The Chase Manhattan Bank, as trustee (the “Trustee”).


 


RECITALS:


 


WHEREAS, the Company and The Chase Manhattan Bank are parties to a
Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”),
relating to the issuance from time to time by the Company of Securities in one
or more series as therein provided;


 


WHEREAS, the Trustee has succeeded The Chase Manhattan Bank as trustee
under the Base Indenture;


 


WHEREAS, the Company and the Trustee entered into the First
Supplemental Indenture, dated as of August 27, 2009 (the “First
Supplemental Indenture”; the Base Indenture, as supplemented and amended by
the First Supplemental Indenture and as further supplemented by this Second
Supplemental Indenture, is referred to herein as
the “Indenture”), to supplement and amend certain provisions of the Base Indenture
and to establish the forms and terms of a series of Securities as provided
therein.


 


WHEREAS, Section 8.1(7) of
the Base Indenture provides that the Company may enter into a supplemental
indenture to establish the forms or terms of Securities of any series as
permitted by Sections 2.1 and 3.1 therein;


 


WHEREAS, in
connection with the issuance of the 2012 Notes and the 2019 Notes (each as
defined herein), the Company has duly authorized the execution and delivery of
this Second Supplemental Indenture to establish the forms and terms of the 2012
Notes and the 2019 Notes as hereinafter described; and


 


WHEREAS, all conditions and requirements of the Base Indenture
necessary to make this Second Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been performed and fulfilled by
the parties hereto.


 


NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, receipt of which is hereby acknowledged by the
parties hereto, the parties hereto hereby agree as follows:


 

















 


ARTICLE I


DEFINITIONS


 


Section 1.01           General Definitions.  For purposes of this Second Supplemental
Indenture:


 


(a)           Capitalized
terms used herein without definition shall have the meanings specified in the
Base Indenture;


 


(b)           All
references to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of the Base Indenture; and


 


(c)           The
terms “herein,” “hereof,” “hereunder” and other words of similar import refer
to this Second Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision.


 


ARTICLE II


THE 2012
NOTES


 


Section 2.01           Title of Securities.  There shall be a series of Securities of the
Company designated the “2.25% Notes due November 19, 2012” (the “2012
Notes”).


 


Section 2.02           Limitation of Aggregate Principal Amount.  The
aggregate principal amount of the 2012 Notes shall initially be limited to
US$2,000,000,000.  The Company may from
time to time, without the consent of the Holders of the 2012 Notes, create and
issue additional notes having the same terms and conditions as the 2012 Notes
in all respects or in all respects except for issue date, issue price and, if
applicable, the first date on which interest accrues and the first payment of
interest thereon (“Additional 2012 Notes”).  Additional 2012 Notes issued in this manner
will be consolidated with, and will form a single series with, the 2012 Notes,
unless such Additional 2012 Notes will not be treated as fungible with the 2012
Notes for U.S. federal income tax purposes. The 2012 Notes and any such Additional
2012 Notes would rank equally and ratably.


 


Section 2.03           Principal Payment Date.  The principal amount of the 2012 Notes
Outstanding (together with any accrued and unpaid interest) shall be payable in
a single installment on November 19, 2012, which date shall be the Stated
Maturity of the 2012 Notes.


 


Section 2.04           Interest and Interest Rates.  The 2012 Notes will bear
interest at a rate of 2.25% per year from November 19, 2009, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, and interest on the 2012 Notes shall be payable semi-annually in
arrears on May 19 and November 19 of each year, beginning on May 19,
2010 and ending on November 19, 2012, to the Holders 


 

















 


of
record on the preceding May 4 or November 4 (whether or not a
Business Day), as the case may be. 
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  The amount of
interest payable for any period less than a full interest period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and
the actual days elapsed in a partial month in such period.  Any payment of principal, premium or interest
required to be made on an Interest Payment Date that is not a Business Day shall
be made on the next succeeding Business Day, and no interest will accrue on
that payment for the period from and after such Interest Payment Date to the
date of payment on the next succeeding Business Day.  For purposes of the 2012 Notes, “Business
Day” shall mean any calendar day that is not a Saturday, Sunday or legal
holiday in New York, London or Sydney and on which commercial banks are open
for business in New York, London and Sydney.


 


Section 2.05           Place of Payment.  The Place of Payment where the 2012 Notes may
be presented or surrendered for payment, where the 2012 Notes may be
surrendered for registration of transfer or exchange and where notices and
demand to or upon the Company in respect of the 2012 Notes and the Indenture
may be served initially shall be the Corporate Trust Office of the Trustee
maintained for that purpose in the Borough of Manhattan, City of New York.


 


Section 2.06           Redemption.  The Company shall not have the right to
redeem the 2012 Notes other than pursuant to Section 10.8 of the Base
Indenture.


 


Section 2.07           No Sinking Fund. The
2012 Notes are not entitled to the benefit of any sinking fund.


 


Section 2.08           Form.  The 2012 Notes shall be issued initially as
Registered Securities (as defined in the Base Indenture) in the form of one or
more permanent notes in global form, without coupons, substantially in the form
attached hereto as Exhibit A, deposited with The Bank of New York Mellon,
as custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee as herein provided.


 


Section 2.09           Denomination.  The 2012 Notes shall be issuable only in
denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
The 2012 Notes shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the Officers of the Company
executing the same may determine with the approval of the Trustee.


 


Section 2.10           Depositary.  The Depository Trust Company shall be the
initial Depositary, until a successor shall have been appointed and become such
pursuant to the applicable provisions of the Base Indenture, and thereafter,
“Depositary” shall mean or include such successor.


 


Section 2.11           Defeasance; Discharge.  The provisions of Sections 4.3, 4.4, 4.5 


 

















 


and
4.6 of the Base Indenture will apply to the 2012 Notes.


 


ARTICLE III


THE 2019
NOTES


 


Section 3.01           Title of Securities.  There shall be a series of Securities of the
Company designated the “4.875% Notes due November 19, 2019” (the “2019
Notes”).


 


Section 3.02           Limitation of Aggregate Principal Amount.  The
aggregate principal amount of the 2019 Notes shall initially be limited to
US$2,000,000,000.  The Company may from
time to time, without the consent of the Holders of the 2019 Notes, create and
issue additional notes having the same terms and conditions as the 2019 Notes
in all respects or in all respects except for issue date, issue price and, if
applicable, the first date on which interest accrues and the first payment of
interest thereon (“Additional 2019 Notes”).  Additional 2019 Notes issued in this manner
will be consolidated with, and will form a single series with, the 2019 Notes,
unless such Additional 2019 Notes will not be treated as fungible with the 2019
Notes for U.S. federal income tax purposes. The 2019 Notes and any such
Additional 2019 Notes would rank equally and ratably.


 


Section 3.03           Principal Payment Date.  The principal amount of the 2019 Notes
Outstanding (together with any accrued and unpaid interest) shall be payable in
a single installment on November 19, 2019, which date shall be the Stated
Maturity of the 2019 Notes.


 


Section 3.04           Interest and Interest Rates.  The 2019 Notes will bear
interest at a rate of 4.875% per year from November 19, 2009, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, and interest on the 2019 Notes shall be payable semi-annually in
arrears on May 19 and November 19 of each year, beginning on May 19,
2010 and ending on November 19, 2019, to the Holders of record on the preceding
May 4 or November 4 (whether or not a Business Day), as the case may
be.  Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.  The amount of interest payable for any period
less than a full interest period shall be computed on the basis of a 360-day
year consisting of twelve 30-day months and the actual days elapsed in a
partial month in such period.  Any
payment of principal, premium or interest required to be made on an Interest
Payment Date that is not a Business Day shall be made on the next succeeding
Business Day, and no interest will accrue on that payment for the period from
and after such Interest Payment Date to the date of payment on the next
succeeding Business Day.  For purposes of
the 2019 Notes, “Business Day” shall mean any calendar day that is not a
Saturday, Sunday or legal holiday in New York, London or Sydney and on which
commercial banks are open for business in New York, London and Sydney.


 


Section 3.05           Place of Payment.  The Place of Payment where the 2019 Notes may
be presented or surrendered for payment, where the 2019 Notes may be
surrendered 


 

















 


for
registration of transfer or exchange and where notices and demand to or upon
the Company in respect of the 2019 Notes and the Indenture may be served
initially shall be the Corporate Trust Office of the Trustee maintained for
that purpose in the Borough of Manhattan, City of New York.


 


Section 3.06           Redemption.  The Company shall not have the right to
redeem the 2019 Notes other than pursuant to Section 10.8 of the Base
Indenture.


 


Section 3.07           No Sinking Fund. The
2019 Notes are not entitled to the benefit of any sinking fund.


 


Section 3.08           Form.  The 2019 Notes shall be issued initially as
Registered Securities (as defined in the Base Indenture) in the form of one or
more permanent notes in global form, without coupons, substantially in the form
attached hereto as Exhibit B, deposited with The Bank of New York Mellon,
as custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee as herein provided.


 


Section 3.09           Denomination.  The 2019 Notes shall be issuable only in
denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
The 2019 Notes shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the Officers of the Company
executing the same may determine with the approval of the Trustee.


 


Section 3.10           Depositary.  The Depository Trust Company shall be the
initial Depositary, until a successor shall have been appointed and become such
pursuant to the applicable provisions of the Base Indenture, and thereafter,
“Depositary” shall mean or include such successor.


 


Section 3.11           Defeasance; Discharge.  The provisions of Sections 4.3, 4.4, 4.5 and
4.6 of the Base Indenture will apply to the 2019 Notes.


 


ARTICLE IV


MISCELLANEOUS


 


Section 4.01           Integral Part; Effect of Supplement on Indenture.  This
Second Supplemental Indenture constitutes an integral part of the
Indenture.  Each of the Base Indenture and
the First Supplemental Indenture shall remain in full force and effect as
executed.


 


Section 4.02           Adoption, Ratification and Confirmation.  The
Indenture, as supplemented by this Second Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.


 


Section 4.03           Trustee Not Responsible for Recitals.  The recitals in this Second 


 

















 


Supplemental
Indenture shall be taken as statements of the Company, and the Trustee assumes
no responsibility for their correctness. 
The Trustee makes no representations as to the validity or adequacy of
this Second Supplemental Indenture.


 


Section 4.04           Counterparts.  This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original but
such counterparts shall together constitute but one instrument.


 


Section 4.05           Separability.  In case any provision of this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 4.06           Governing Law.  This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
including all matters of construction, validity and performance.


 


[signature page follows]


 

















 


IN WITNESS
WHEREOF, the Company and the Trustee have executed this Second Supplemental
Indenture as of the date first above written.


 


	
   

  	
  WESTPAC BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Manuela Adl

  
	
   

  	
   

  	
  Name: Manuela Adl

  
	
   

  	
   

  	
  Title: Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joellen McNamara

  
	
   

  	
   

  	
  Name: Joellen McNamara

  
	
   

  	
   

  	
  Title: Senior Associate

  



 
















 


EXHIBIT A


 


(FORM OF FACE OF NOTE)


 


[THIS SECURITY IS IN GLOBAL FORM WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY WILL BE IN GLOBAL FORM, SUBJECT TO THE FOREGOING.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.](1)


 


	
  No. [·]

  	
  CUSIP No. 961214BJ1

  
	
   

  	
  ISIN No. US961214BJ11

  



 


WESTPAC
BANKING CORPORATION


 


2.25% NOTE DUE NOVEMBER 19, 2012


 


WESTPAC
BANKING CORPORATION, a company incorporated in the Commonwealth of Australia
under the Corporations Act 2001 of Australia and registered in New South Wales
(the “Company”), which term includes any successor corporation 


 






(1) Insert
in Global Notes only


 

















 


under
the Indenture hereinafter referred to, for value received, hereby promises
to pay to [·] or
registered assigns, the principal sum of [·] (US$[·]) on November 19,
2012 (the “Stated Maturity”).  The Notes will bear interest at a rate of 2.25%
per year from November 19,
2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, and interest on the Notes shall be payable
semi-annually in arrears on May 19 and November 19
of each year (each such date, an “Interest Payment Date”),
beginning on May 19, 2010 and ending
on November 19, 2012.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.  The amount of interest payable for any period
less than a full interest period shall be computed on the
basis of a 360-day year consisting of twelve 30-day months and the actual days
elapsed in a partial month in such period. 
Any payment of principal, premium or interest required to be made on an
Interest Payment Date that is not a Business Day shall be made on the next
succeeding Business Day, and no interest will accrue on that payment for the
period from and after such Interest Payment Date to the date of payment on the
next succeeding Business Day.  For purposes
hereof, “Business Day” shall mean any calendar day that is not a
Saturday, Sunday or legal holiday in New York, London or Sydney and on which
commercial banks are open for business in New York, London and Sydney.


 


Interest on this Note which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which in the case of the Notes shall be the close of
business on May 4 or November 4 (whether or not a
Business Day), as the case may be, at the office or agency maintained for such
purpose pursuant to the Indenture; provided, however, that at the option of the
Company, interest on this Note may be paid (i) by check mailed to the
address of the Person entitled thereto as it shall appear on the Register or (ii) to
a Holder of US$1,000,000 or more in aggregate principal amount of the Notes by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Register.  Any interest
on this Note  which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest shall instead be payable to the Person in
whose name this Note is registered on the Special Record Date or other specified
date in accordance with the Indenture.


 


This Note
shall not be entitled to any benefit under the Indenture hereinafter referred
to or be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of the Trustee.


 


The provisions
of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set
forth at this place.


 

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be executed on this
       day of                               , 2009.


 


 


	
   

  	
  WESTPAC BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


CERTIFICATE OF
AUTHENTICATION


 


This is one of
the Securities of the series designated herein and issued under the
within-mentioned Indenture.


 


 


	
   

  	
   

  	
  The Bank of New York Mellon, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 
















 


(FORM OF
REVERSE OF NOTE)


 


This Note is one of a duly authorized series of securities of the
Company, issued and to be issued in one or more series under and pursuant to a
Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”),
duly executed and delivered between the Company and The Bank of New York
Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”,
which term includes any successor trustee under the Indenture), as supplemented
and amended by the First Supplemental Indenture, dated as of August 27,
2009, between the Company and the Trustee (the “First Supplemental Indenture”),
and as further supplemented by the Second Supplemental Indenture, dated as of November 19,
2009, between the Company and the Trustee (the “Second Supplemental
Indenture”; the Base Indenture, as so supplemented and amended by the First
Supplemental Indenture and as so further supplemented by the Second
Supplemental Indenture, the “Indenture”), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes.  This Note is one of a series of securities
designated on the face hereof (the “Notes”).  The Notes are issued pursuant to the
Indenture and are limited in aggregate principal amount to US$2,000,000,000; provided, however, that the Company may from time to time,
without the consent of the Holders of the Notes, create and issue additional
notes having the same terms and conditions as the Notes in all respects or in
all respects except for issue date, issue price and, if applicable, the first
date on which interest accrues and the first payment of interest thereon.  Additional notes issued in
this manner will be consolidated with, and will form a single series with, the
Notes, unless such additional notes will not be treated as fungible with the
Notes for U.S. federal income tax purposes. The Notes and any such additional
notes would rank equally and ratably.


 


In accordance
with Section 10.8 of the Base Indenture, pursuant to the procedure set
forth in Article X of the Base Indenture, the Notes may be redeemed at the
option of the Company, in whole but not in part, at any time within 90 days
following the occurrence of a Tax Event (as defined herein) at a Redemption
Price equal to 100% of the principal amount thereof, plus accrued interest to
but excluding the Redemption Date; provided, however,
that, if at the time there is available to the Company the opportunity to
eliminate, within the 90-day period, the Tax Event by taking some ministerial
action, such as filing a form or making an election, or pursuing some other
similar reasonable measure that in the Company’s sole judgment has or will
cause no adverse effect on the Company or any of its Subsidiaries or Affiliates
and will involve no material cost, the Company will pursue that measure in lieu
of redemption.  “Tax Event” means that
the Company has requested and received an opinion of competent tax counsel to
the effect that there has been (1) an amendment to, change in or announced
proposed change in the laws or regulations under those laws of the Commonwealth
of Australia or any political subdivision or authority thereof or therein; (2) a
judicial decision interpreting, applying or 


 

















 


clarifying
those laws or regulations; (3) an administrative pronouncement or action
that represents an official position, including a clarification of an official
position, of the governmental authority or regulatory body making the
administrative pronouncement or taking any action; or (4) a threatened
challenge asserted in connection with an audit of the Company, or any of its
Subsidiaries, or a threatened challenge asserted in writing against any other
taxpayer that has raised capital through the issuance of securities that are
substantially similar to the Notes, which amendment or change is adopted or
which proposed change, decision or pronouncement is announced or which action,
clarification or challenge occurs on or after November 16, 2009, following
which there is more than an insubstantial risk that any payment on the Notes
is, or will be, subject to withholding or deduction in respect of any taxes,
assessments or other governmental charges.


 


Notice of any
such redemption of the Notes will be given to Holders of the Notes at their
addresses, as shown in the Register, not more than 60 nor less than 30 days
prior to the date fixed for redemption, and otherwise in accordance with Article X
of the Base Indenture.


 


The Indenture
contains provisions for defeasance and covenant defeasance at any time of the
indebtedness evidenced by this Note upon compliance by the Company with certain
conditions set forth therein.


 


If an Event of
Default shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration become, due and payable immediately, in the
manner, with the effect and subject to the conditions provided in the
Indenture.  The Indenture contains
provisions permitting the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes, on behalf of all of the Holders of
the Notes, to waive any Event of Default under the Indenture and its
consequences, subject to Section 5.7 of the Base Indenture.


 


In accordance
with Section 9.8 of the Base Indenture, all payments in respect of this
Note shall be made without withholding or deduction for, or on account of, any
taxes, assessments or other governmental charges (“relevant tax”) imposed or levied
by or on behalf of the Commonwealth of Australia or any political subdivision
or authority in or of the Commonwealth of Australia, unless the withholding or
deduction is required by law. In that event, the Company will pay such
additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by the Holder of this Note, after such withholding or
deduction, will equal the amount that the Holder would have received in respect
of this Note without such withholding or deduction.  However, the Company will pay no Additional
Amounts for or on account of:


 


(1)        any relevant tax that would not have been
imposed but for the fact that the Holder, or the beneficial owner, of this Note
was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the
Commonwealth of Australia or any political 


 

















 


subdivision or taxing authority thereof or
therein or otherwise had some connection with the Commonwealth of Australia or
any political subdivision or taxing authority thereof or therein other than
merely holding this Note, or receiving payments under this Note;


 


(2)        any relevant tax that would not have been
imposed but for the fact that the Holder, or the beneficial owner, of this Note
presented this Note for payment in the Commonwealth of Australia, unless the
Holder, or the beneficial owner, was required to present this Note for payment
and it could not have been presented for payment anywhere else;


 


(3)        any relevant tax that would not have been
imposed but for the fact that the Holder, or the beneficial owner, of this Note
presented this Note for payment more than 30 days after the date such payment
became due and was provided for, whichever is later, except to the extent that
the Holder or beneficial owner would have been entitled to the additional
amounts on presenting this Note for payment on any day during that 30 day
period;


 


(4)        any relevant tax that is an estate,
inheritance, gift, sale, transfer, personal property or similar tax;


 


(5)        any relevant tax which is payable otherwise
than by withholding or deduction;


 


(6)        any relevant tax that would not have been
imposed if the Holder, or the beneficial owner, of this Note complied with the
Company’s request to provide information concerning his, her or its
nationality, residence or identity or to make a declaration, claim or filing or
satisfy any requirement for information or reporting that is required to
establish the eligibility of the Holder, or the beneficial owner, of this Note
to receive the relevant payment without (or at a reduced rate of) withholding
or deduction for or on account of any such relevant tax;


 


(7)        any relevant tax that would not have been
imposed but for the Holder, or the beneficial owner, of this Note being an
associate of the Company for purposes of section 128F(6) of the Income Tax
Assessment Act 1936 of the Commonwealth of Australia (the “Australian Tax
Act”);


 


(8)        any relevant tax that is imposed or
withheld as a consequence of a determination having been made under Part IVA
of the Australian Tax Act (or any modification thereof or provision substituted
therefor) by the Australian Commissioner of Taxation that such relevant tax is
payable in circumstances where the Holder, or the beneficial owner, of this
Note is a party to or participated in a scheme to avoid such relevant tax which
the Company was not a party to;


 

















 


(9)        any relevant tax that is imposed pursuant
to European Council Directive 2003/48/EC (the “Directive”) or any law
implementing or complying with, or introduced in order to conform to, such
Directive, or any agreement entered into by a Member State of the European
Union with (A) any other state or (B) any relevant, dependent or
associated territory of any Member State of the European Union providing for
measures equivalent to, or the same as those provided for by such Directive; or


 


(10)  any combination of the foregoing.


 


In addition,
the Company will pay no Additional Amounts to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of the payment in respect
of this Note to the extent such payment would, under the laws of the
Commonwealth of Australia or any political subdivision or authority of or in
the Commonwealth of Australia, be treated as being derived or received for tax
purposes by a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
Additional Amounts had it been the Holder of this Note.


 


Any reference
in this Note to principal or interest shall be deemed to also refer to any
Additional Amount that may be payable as provided above.


 


The Indenture
contains provisions permitting the Company and the Trustee, with the written
consent of the Holders of not less than a majority in aggregate principal
amount (calculated as provided in the Indenture) of the Outstanding Securities
of each series adversely affected thereby to add any provisions to or to change
or eliminate any provisions of the Indenture or any supplemental indenture or
to modify the rights of the Holders of the Securities of such series, provided that, without the consent of the Holder of each
such Security so affected, no such modification shall (a) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount of any Security or
the rate of interest thereon, or change the coin or currency in which any
Security or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity of
any Security (or, in the case of redemption, on or after the Redemption Date),
or (b) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
amendment or modification, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture, or (c) change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 9.2 of the Base Indenture, or (d) except
to the extent provided in Section 8.1(9) of the Base Indenture, make
any change in Section 5.2, 5.7, 5.10 or 8.2 of the Base Indenture except
to increase any percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived except with the consent of the Holders
of each Outstanding Security 


 

















 


affected
thereby.  Any such consent given by the
Holder of this Note shall be conclusive and binding upon such Holder and all
future Holders of this Note and of any Notes issued on registration hereof, the
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent is made upon this Note.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the place, at the respective time, at the rate and in the coin or
currency herein prescribed.


 


Upon surrender
for registration of transfer of this Note, the Company shall execute and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, a new Note or Notes of like tenor and authorized
denominations for an equal aggregate principal amount in exchange herefor,
subject to the limitations provided in the Indenture.  Every Note presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company,
the Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his attorney duly authorized
in writing.  No service charge shall be
made for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Prior to due
presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered as the owner hereof for all purposes (subject to the
provisions hereof with respect to determination of the person to whom interest
is payable).


 


Reference is
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are to be
authenticated and delivered.


 


No past,
present or future director, officer, employee, agent, member, manager, trustee
or stockholder, as such, of the Company or any successor Person shall have any
liability for any obligations of the Company or any successor Person, either
directly or through the Company or any successor Person, under the Notes or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation, whether by virtue of any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise.  By accepting a Note, each Holder agrees to
the provisions of Section 1.13 of the Base Indenture and waives and
releases all such liability.  Such waiver
and release shall be part of the consideration for the issue of the Notes.


 

















 


The Notes of this series shall be issuable only in denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof.  [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set forth in the
Indenture.](2)  At the option of the Holder, the Notes (except a Note in
global form) may be exchanged for other Notes, of any authorized denominations
and of a like aggregate principal amount containing identical terms and
provisions, upon surrender of the Notes to be exchanged at such office or
agency.


 


All terms used
in this Note that are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


 


THE INDENTURE
AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.


 






(2) Insert in Global Notes only


 

















 


TRANSFER
NOTICE


 


FOR VALUE
RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
transfer(s) unto


 


Insert Taxpayer Identification No.


 


 




Please print
or typewrite name and address including zip code of assignee





 


 




the within
Note and all rights thereunder, hereby irrevocably constituting and
appointing  attorney to transfer such
Note on the books of the Company with full power of substitution in the
premises.





 


	
  Your Signature:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  (Participant in a Recognized Signature

  	
   

  
	
   

  	
  Guaranty Medallion Program)

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 
















 


EXHIBIT B


 


(FORM OF
FACE OF NOTE)


 


[THIS SECURITY IS IN GLOBAL FORM WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY WILL BE IN GLOBAL FORM, SUBJECT TO THE FOREGOING.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.](3)


 


 


	
  No. [·]

  	
  CUSIP
  No. 961214BK8

  
	
   

  	
  ISIN
  No. US961214BK83

  



 


WESTPAC BANKING CORPORATION


 


4.875% NOTE DUE NOVEMBER 19, 2019


 


WESTPAC BANKING CORPORATION, a company incorporated in the Commonwealth
of Australia under the Corporations Act 2001 of Australia and registered in New
South Wales (the “Company”), which term includes any successor
corporation 


 






(3) Insert in Global Notes only


 

















 


under the Indenture hereinafter referred to, for value
received, hereby promises to pay to [·] or registered
assigns, the principal sum of [·] (US$[·]) on November 19,
2019 (the “Stated Maturity”).  The Notes will bear interest at a rate of 4.875%
per year from November 19,
2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, and interest on the Notes shall be payable
semi-annually in arrears on May 19 and
November 19 of each year (each such
date, an “Interest Payment Date”), beginning on May 19,
2010 and ending on November 19,
2019.  Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.  The amount of interest payable for any period
less than a full interest period shall be computed on the
basis of a 360-day year consisting of twelve 30-day months and the actual days
elapsed in a partial month in such period. 
Any payment of principal, premium or interest required to be made on an
Interest Payment Date that is not a Business Day shall be made on the next
succeeding Business Day, and no interest will accrue on that payment for the
period from and after such Interest Payment Date to the date of payment on the
next succeeding Business Day.  For
purposes hereof, “Business Day” shall mean any calendar day that is not
a Saturday, Sunday or legal holiday in New York, London or Sydney and on which
commercial banks are open for business in New York, London and Sydney.


 


Interest on
this Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which in the case of the Notes shall
be the close of business on May 4 or November 4 (whether
or not a Business Day), as the case may be, at the office or agency maintained
for such purpose pursuant to the Indenture; provided, however, that at the option
of the Company, interest on this Note may be paid (i) by check mailed to
the address of the Person entitled thereto as it shall appear on the Register
or (ii) to a Holder of US$1,000,000 or more in aggregate principal amount
of the Notes by wire transfer to an account maintained by the Person entitled
thereto as specified in the Register. 
Any interest on this Note  which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest shall instead be payable
to the Person in whose name this Note is registered on the Special Record Date
or other specified date in accordance with the Indenture.


 


This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to or be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.


 


The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.


 

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed on this        day of                               , 2009.


 


 


	
   

  	
   

  	
  WESTPAC
  BANKING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
herein and issued under the within-mentioned Indenture.


 


 


	
   

  	
   

  	
  The
  Bank of New York Mellon, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
					



 
















 


(FORM OF
REVERSE OF NOTE)


 


This Note is one of a duly authorized series of
securities of the Company, issued and to be issued in one or more series under
and pursuant to a Senior Indenture, dated as of July 1, 1999 (the “Base
Indenture”), duly executed and delivered between the Company and The Bank
of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”,
which term includes any successor trustee under the Indenture), as supplemented
and amended by the First Supplemental Indenture, dated as of August 27,
2009, between the Company and the Trustee (the “First Supplemental Indenture”),
and as further supplemented by the Second Supplemental Indenture, dated as of November 19,
2009, between the Company and the Trustee (the “Second Supplemental
Indenture”; the Base Indenture, as so supplemented and amended by the First
Supplemental Indenture and as so further supplemented by the Second
Supplemental Indenture, the “Indenture”), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes.  This Note is one of a series of securities
designated on the face hereof (the “Notes”).  The Notes are issued pursuant to the
Indenture and are limited in aggregate principal amount to US$2,000,000,000; provided, however, that the Company may from time to time,
without the consent of the Holders of the Notes, create and issue additional
notes having the same terms and conditions as the Notes in all respects or in
all respects except for issue date, issue price and, if applicable, the first
date on which interest accrues and the first payment of interest thereon.  Additional notes issued in
this manner will be consolidated with, and will form a single series with, the
Notes, unless such additional notes will not be treated as fungible with the
Notes for U.S. federal income tax purposes. The Notes and any such additional
notes would rank equally and ratably.


 


In accordance with Section 10.8 of the Base Indenture, pursuant to
the procedure set forth in Article X of the Base Indenture, the Notes may
be redeemed at the option of the Company, in whole but not in part, at any time
within 90 days following the occurrence of a Tax Event (as defined herein) at a
Redemption Price equal to 100% of the principal amount thereof, plus accrued
interest to but excluding the Redemption Date; provided,
however, that, if at the time there is available to the Company the
opportunity to eliminate, within the 90-day period, the Tax Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure that in the Company’s sole
judgment has or will cause no adverse effect on the Company or any of its
Subsidiaries or Affiliates and will involve no material cost, the Company will
pursue that measure in lieu of redemption. 
“Tax Event” means that the Company has requested and received an opinion
of competent tax counsel to the effect that there has been (1) an
amendment to, change in or announced proposed change in the laws or regulations
under those laws of the Commonwealth of Australia or any political subdivision
or authority thereof or therein; (2) a judicial decision interpreting,
applying or 


 

















 


clarifying those laws or regulations; (3) an
administrative pronouncement or action that represents an official position,
including a clarification of an official position, of the governmental authority
or regulatory body making the administrative pronouncement or taking any
action; or (4) a threatened challenge asserted in connection with an audit
of the Company, or any of its Subsidiaries, or a threatened challenge asserted
in writing against any other taxpayer that has raised capital through the
issuance of securities that are substantially similar to the Notes, which
amendment or change is adopted or which proposed change, decision or
pronouncement is announced or which action, clarification or challenge occurs
on or after November 16, 2009, following which there is more than an
insubstantial risk that any payment on the Notes is, or will be, subject to
withholding or deduction in respect of any taxes, assessments or other
governmental charges.


 


Notice of any such redemption of the Notes will be given to Holders of
the Notes at their addresses, as shown in the Register, not more than 60 nor
less than 30 days prior to the date fixed for redemption, and otherwise in
accordance with Article X of the Base Indenture.


 


The Indenture contains provisions for defeasance and covenant
defeasance at any time of the indebtedness evidenced by this Note upon
compliance by the Company with certain conditions set forth therein.


 


If an Event of Default shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration become, due and
payable immediately, in the manner, with the effect and subject to the
conditions provided in the Indenture. 
The Indenture contains provisions permitting the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes, on
behalf of all of the Holders of the Notes, to waive any Event of Default under
the Indenture and its consequences, subject to Section 5.7 of the Base
Indenture.


 


In accordance with Section 9.8 of the Base Indenture, all payments
in respect of this Note shall be made without withholding or deduction for, or
on account of, any taxes, assessments or other governmental charges (“relevant
tax”) imposed or levied by or on behalf of the Commonwealth of Australia or any
political subdivision or authority in or of the Commonwealth of Australia,
unless the withholding or deduction is required by law. In that event, the
Company will pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by the Holder of this Note, after
such withholding or deduction, will equal the amount that the Holder would have
received in respect of this Note without such withholding or deduction.  However, the Company will pay no Additional
Amounts for or on account of:


 


(1)   any relevant tax that would
not have been imposed but for the fact that the Holder, or the beneficial
owner, of this Note was a resident, domiciliary or national of, or engaged in
business or maintained a permanent establishment or was physically present in,
the Commonwealth of Australia or any political 


 

















 


subdivision or
taxing authority thereof or therein or otherwise had some connection with the
Commonwealth of Australia or any political subdivision or taxing authority
thereof or therein other than merely holding this Note, or receiving payments
under this Note;


 


(2)   any relevant tax that would not have been imposed but
for the fact that the Holder, or the beneficial owner, of this Note presented
this Note for payment in the Commonwealth of Australia, unless the Holder, or
the beneficial owner, was required to present this Note for payment and it
could not have been presented for payment anywhere else;


 


(3)   any relevant tax that would not have been imposed but
for the fact that the Holder, or the beneficial owner, of this Note presented
this Note for payment more than 30 days after the date such payment became due
and was provided for, whichever is later, except to the extent that the Holder
or beneficial owner would have been entitled to the additional amounts on
presenting this Note for payment on any day during that 30 day period;


 


(4)   any relevant tax that is an estate, inheritance, gift,
sale, transfer, personal property or similar tax;


 


(5)   any relevant tax which is payable otherwise than by
withholding or deduction;


 


(6)   any relevant tax that would not have been imposed if
the Holder, or the beneficial owner, of this Note complied with the Company’s
request to provide information concerning his, her or its nationality,
residence or identity or to make a declaration, claim or filing or satisfy any
requirement for information or reporting that is required to establish the
eligibility of the Holder, or the beneficial owner, of this Note to receive the
relevant payment without (or at a reduced rate of) withholding or deduction for
or on account of any such relevant tax;


 


(7)   any relevant tax that would not have been imposed but
for the Holder, or the beneficial owner, of this Note being an associate of the
Company for purposes of section 128F(6) of the Income Tax Assessment Act
1936 of the Commonwealth of Australia (the “Australian Tax Act”);


 


(8)   any relevant tax that is imposed or withheld as a
consequence of a determination having been made under Part IVA of the
Australian Tax Act (or any modification thereof or provision substituted
therefor) by the Australian Commissioner of Taxation that such relevant tax is
payable in circumstances where the Holder, or the beneficial owner, of this
Note is a party to or participated in a scheme to avoid such relevant tax which
the Company was not a party to;


 

















 


(9)   any relevant tax that is imposed pursuant to European
Council Directive 2003/48/EC (the “Directive”) or any law implementing or
complying with, or introduced in order to conform to, such Directive, or any
agreement entered into by a Member State of the European Union with (A) any
other state or (B) any relevant, dependent or associated territory of any
Member State of the European Union providing for measures equivalent to, or the
same as those provided for by such Directive; or


 


(10) any combination of the foregoing.


 


In addition, the Company will pay no Additional Amounts to any Holder
who is a fiduciary or partnership or other than the sole beneficial owner of
the payment in respect of this Note to the extent such payment would, under the
laws of the Commonwealth of Australia or any political subdivision or authority
of or in the Commonwealth of Australia, be treated as being derived or received
for tax purposes by a beneficiary or settlor with respect to such fiduciary or
a member of such partnership or a beneficial owner who would not have been
entitled to Additional Amounts had it been the Holder of this Note.


 


Any reference in this Note to principal or interest shall be deemed to
also refer to any Additional Amount that may be payable as provided above.


 


The Indenture contains provisions permitting the Company and the
Trustee, with the written consent of the Holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
Outstanding Securities of each series adversely affected thereby to add any
provisions to or to change or eliminate any provisions of the Indenture or any supplemental
indenture or to modify the rights of the Holders of the Securities of such
series, provided that, without the consent of
the Holder of each such Security so affected, no such modification shall (a) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount of any Security or
the rate of interest thereon, or change the coin or currency in which any
Security or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity of
any Security (or, in the case of redemption, on or after the Redemption Date),
or (b) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
amendment or modification, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture, or (c) change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 9.2 of the Base Indenture, or (d) except
to the extent provided in Section 8.1(9) of the Base Indenture, make
any change in Section 5.2, 5.7, 5.10 or 8.2 of the Base Indenture except
to increase any percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived except with the consent of the Holders
of each Outstanding Security 


 

















 


affected thereby. 
Any such consent given by the Holder of this Note shall be conclusive
and binding upon such Holder and all future Holders of this Note and of any
Notes issued on registration hereof, the transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent is made upon this
Note.


 


No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the place, at the respective time, at the rate and in
the coin or currency herein prescribed.


 


Upon surrender for registration of transfer of this Note, the Company
shall execute and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, a new Note or Notes of like tenor and
authorized denominations for an equal aggregate principal amount in exchange
herefor, subject to the limitations provided in the Indenture.  Every Note presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company,
the Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Registrar and
the Trustee duly executed by the Holder thereof or his attorney duly authorized
in writing.  No service charge shall be
made for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes (subject to the provisions hereof with respect to determination of the
person to whom interest is payable).


 


Reference is made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are to be authenticated and delivered.


 


No past, present or future director, officer, employee, agent, member,
manager, trustee or stockholder, as such, of the Company or any successor
Person shall have any liability for any obligations of the Company or any
successor Person, either directly or through the Company or any successor Person,
under the Notes or this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation, whether by virtue of any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise.  By accepting a Note, each Holder agrees to
the provisions of Section 1.13 of the Base Indenture and waives and
releases all such liability.  Such waiver
and release shall be part of the consideration for the issue of the Notes.


 

















 


The Notes of this series shall be issuable
only in denominations of US$2,000 and integral multiples of US$1,000 in excess
thereof.  [This Global Note is exchangeable for Notes
in definitive form only under certain limited circumstances set forth in the
Indenture.](4)  At the option of the Holder, the Notes (except a Note in
global form) may be exchanged for other Notes, of any authorized denominations
and of a like aggregate principal amount containing identical terms and
provisions, upon surrender of the Notes to be exchanged at such office or
agency.


 


All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


 


THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.


 






(4) Insert in Global Notes only


 

















 


TRANSFER NOTICE


 


FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto


 


Insert Taxpayer
Identification No.


 


 




Please
print or typewrite name and address including zip code of assignee





 


 




the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing  attorney to transfer such
Note on the books of the Company with full power of substitution in the
premises.





 


Your
Signature:


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


 


Signature
Guarantee:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  (Participant
  in a Recognized Signature Guaranty Medallion Program)

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: