Exhibit 4.2


 


Execution Copy


 





 



 


FOURTH AMENDED AND RESTATED


SUBORDINATED INDENTURE


 


between


 


WESTPAC BANKING CORPORATION


 


and


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 


Dated as of November 3, 2021


 


Providing for Issuance of Subordinated

Debt Securities in Series


 





 



 












    


     


    

 


Reconciliation and tie between this Fourth Amended and Restated Subordinated
Indenture, dated as of November 3, 2021, and the Trust Indenture Act of 1939, as amended.


 








 


	Trust Indenture Act of 1939
 Section	 	Subordinated Indenture

Section
	310	(a)	(1)	 	9.11
	 	(a)	 (2)	 	9.11
	 	(a)	 (3)	 	TIA
	 	(a)	(4)	 	Not Applicable
	 	(b)	 	 	9.9; 9.11; TIA
	 	 	 	 	 
	311	(a)	 	 	TIA
	 	(b)	 	 	TIA
	 	 	 	 	 
	3.12	(a)	 	 	9.7
	 	(b)	 	 	TIA
	 	(c)	 	 	TIA
	 	 	 	 	 
	313	(a)	 	 	9.1; TIA
	 	(b)	 	 	TIA
	 	(c)	 	 	9.6; TIA
	 	(d)	 	 	9.6
	 	 	 	 	 
	314	(a)	 	 	12.6; 12.7; TIA
	 	(b)	 	 	Not applicable
	 	(c)	 (1)	 	1.2
	 	(c)	 (2)	 	1.2
	 	(c)	(3)	 	Not Applicable
	 	(d)	 	 	Not Applicable
	 	(e)	 	 	1.2
	 	(f)	 	 	TIA
	 	 	 	 	 
	315	(a)	 	 	TIA
	 	(b)	 	 	9.5
	 	(c)	 	 	9.1
	 	(d)	 (1)	 	TIA
	 	(d)	 (2)	 	TIA
	 	(d)	 (3)	 	TIA
	 	(e)	 	 	TIA
	 	 	 	 	 
	316	(a)	(last sentence)	 	1.1



 






    i


     


    

 


	Trust Indenture Act of 1939
 Section	 	Subordinated Indenture

Section
	 	(a)	 (1) (A)	 	8.5
	 	(a)	(1) (B)	 	TIA
	 	(b)	 	 	8.7; TIA
	 	(c)	 	 	TIA
	 	 	 	 	 
	317	(a)	(1)	 	TIA
	 	(a)	(2)	 	8.2
	 	(b)	 	 	12.3
	 	 	 	 	 
	318	(a)	 	 	1.11
	 	(b)	 	 	TIA
	 	(c)	 	 	1.11; TIA




 


This reconciliation and tie section does not constitute part of the
Fourth Amended and Restated Subordinated Indenture.


 












    ii


     


    

 


Table of Contents


 


Page


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


	Section 1.1.	Definitions	1
	Section 1.2.	Compliance Certificates and Opinions	17
	Section 1.3.	Form of Documents Delivered to Trustee	17
	Section 1.4.	Acts of Holders	18
	Section 1.5.	Notices, etc., to Trustee and Company	20
	Section 1.6.	Notice to Holders; Waiver	20
	Section 1.7.	Headings and Table of Contents	21
	Section 1.8.	Successors and Assigns	21
	Section 1.9.	Separability	21
	Section 1.10.	Benefits of Indenture	22
	Section 1.11.	Governing Law	22
	Section 1.12.	Legal Holidays	23
	Section 1.13.	No Recourse Against Others	23
	Section 1.14.	Consent to Service	23
	Section 1.15.	Waiver of Jury Trial	24
	Section 1.16.	Counterparts	24
	Section 1.17.	Restatement of Amended Indenture	24




 


ARTICLE II


 


SECURITY FORMS


 


	Section 2.1.	Forms Generally	26
	Section 2.2.	Form of Trustee’s Certificate of Authentication	26
	Section 2.3.	Securities in Global Form	27
	Section 2.4.	Form of Legend for Securities in Global Form	27




 


 


ARTICLE III


 


THE SECURITIES


 


	Section 3.1.	Amount Unlimited; Issuable in Series	28
	Section 3.2.	Denominations	31
	Section 3.3.	Execution, Authentication, Delivery and Dating	31
	Section 3.4.	Temporary Securities	34
	Section 3.5.	Registration, Transfer and Exchange	35



 






    iii


     


    

 


Table of Contents


(continued)


 


Page




 


	Section 3.6.	Replacement Securities	38
	Section 3.7.	Payment of Interest; Interest Rights Preserved	38
	Section 3.8.	Persons Deemed Owners	40
	Section 3.9.	Cancellation	40
	Section 3.10.	Computation of Interest	41
	Section 3.11.	Currency and Manner of Payment in Respect of Securities	41
	Section 3.12.	Appointment and Resignation of Exchange Rate Agent	46
	Section 3.13.	CUSIP Numbers	47




 


ARTICLE IV


 


STATUS OF THE SECURITIES


 


	Section 4.1.	Acknowledgements	47
	Section 4.2.	Status and Subordination	48
	Section 4.3.	Solvency Condition	48
	Section 4.4.	Winding-Up	49
	Section 4.5.	No Set-Off	50
	Section 4.6.	Clawback	50
	Section 4.7.	Other Provisions	51




 


ARTICLE V


 


NON-VIABILITY, CONVERSION AND WRITE-OFF


 


	Section 5.1.	Non-Viability Trigger Event	51
	Section 5.2.	Automatic Conversion or Write-off upon the Occurrence of
    a Non-Viability Trigger Event	53
	Section 5.3.	No Further Rights	54
	Section 5.4.	Consent to Receive Ordinary Shares and Other Acknowledgements	55
	Section 5.5.	Issue of Ordinary Shares of Successor Company	56
	Section 5.6.	No Conversion at the Option of the Holders	56
	Section 5.7.	Priority of Early Conversion Obligation	56
	Section 5.8.	No Rights before Conversion	56
	Section 5.9.	Trustee’s Rights upon Conversion or Write-off	57




 


ARTICLE VI


 


PROCEDURES FOR CONVERSION


 


	Section 6.1.	Conversion	58
	Section 6.2.	Adjustments to VWAP Generally	60
	Section 6.3.	Adjustments to VWAP for Capital Reconstruction	61




 






    iv


     


    

 


Table of Contents


(continued)


 


Page


 


	Section 6.4.	Adjustments to Issue Date VWAP Generally	61
	Section 6.5.	Adjustments to Issue Date VWAP for Bonus Issues	61
	Section 6.6.	Adjustments to Issue Date VWAP for Capital Reconstruction	62
	Section 6.7.	No Adjustment to Issue Date VWAP in Certain Circumstances	63
	Section 6.8.	Announcement of Adjustments to Issue Date VWAP	63
	Section 6.9.	Status and Listing of Ordinary Shares	63
	Section 6.10.	Conversion; receipt of Ordinary Shares; where the Holder
    of Securities does not wish to receive Ordinary Shares; Holders’ Nominee	64
	Section 6.11.	Conversion or Write-off if Amounts Not Paid	67
	Section 6.12.	Conversion or Write-off After Winding-Up Commences	67
	Section 6.13.	Conversion or Write-off of a Percentage of Outstanding
    Principal Amount	68
	Section 6.14.	Amendment of Terms and Conditions Relating to Conversion
    for Approved Successor	68
	Section 6.15.	Power of Attorney	70
	Section 6.16.	Cancellation	70
	Section 6.17.	Calculations	71




 


ARTICLE VII


 


SATISFACTION AND DISCHARGE


 


	Section 7.1.	Termination of Company’s Obligations
    Under the Indenture	71
	Section 7.2.	Repayment to Company	71




 


ARTICLE VIII


 


EVENTS OF DEFAULT, DEFAULTS AND REMEDIES


 


	Section 8.1.	Events of Default	71
	Section 8.2.	Trustee May File Proofs of Claim	73
	Section 8.3.	Trustee May Enforce Claims Without Possession of Securities	73
	Section 8.4.	Delay or Omission Not Waiver	74
	Section 8.5.	Control by Majority	74
	Section 8.6.	Limitation on Suits by Holders	74
	Section 8.7.	Rights of Holders to Receive Payment	75
	Section 8.8.	Application of Money Collected	75
	Section 8.9.	Restoration of Rights and Remedies	75
	Section 8.10.	Rights and Remedies Cumulative	76
	Section 8.11.	Waiver of Stay, Extension or Usury Laws	76
	Section 8.12.	Waiver of Sovereign Immunity	76




 






    v


     


    

 


Table of Contents


(continued)


 


Page




 




ARTICLE IX


 


THE TRUSTEE


 


	Section 9.1.	Rights, Duties and Responsibilities of Trustee	77
	Section 9.2.	Trustee May Hold Securities	79
	Section 9.3.	Money Held in Trust	79
	Section 9.4.	Trustee’s Disclaimer	79
	Section 9.5.	Notice of Defaults	79
	Section 9.6.	Reports by Trustee to Holders	79
	Section 9.7.	Security Holder Lists	80
	Section 9.8.	Compensation and Indemnity	80
	Section 9.9.	Replacement of Trustee	81
	Section 9.10.	Acceptance of Appointment by Successor	82
	Section 9.11.	Eligibility; Disqualification	84
	Section 9.12.	Merger, Conversion, Consolidation or Succession to Business	84
	Section 9.13.	Appointment of Authenticating Agent	85
	Section 9.14.	Preferential Collection of Claims Against Company	86
	Section 9.15.	FATCA	86




 


ARTICLE X


 


CONSOLIDATION, MERGER OR SALE BY THE COMPANY


 


	Section 10.1.	Consolidation, Merger or Sale of Assets Permitted	87




 


ARTICLE XI


 


SUPPLEMENTAL INDENTURES


 


	Section 11.1.	Supplemental Indentures Without Consent of
    Holders	88
	Section 11.2.	With Consent of Holders	90
	Section 11.3.	Compliance with Trust Indenture Act	91
	Section 11.4.	Execution of Supplemental Indentures	92
	Section 11.5.	Effect of Supplemental Indentures	92
	Section 11.6.	Reference in Securities to Supplemental Indentures	92




 


ARTICLE XII


 


COVENANTS


 


	Section 12.1.	Payment of Principal and Interest	92
	Section 12.2.	Maintenance of Office or Agency	92




 






    vi


     


    

 


Table of Contents


(continued)




 


Page


 


	Section 12.3.	Money for Securities to Be Held in Trust; Unclaimed
    Money	93
	Section 12.4.	Corporate Existence	94
	Section 12.5.	Insurance	94
	Section 12.6.	Reports by the Company	95
	Section 12.7.	Annual Review Certificate	95
	Section 12.8.	Withholding Tax and Payment of Additional Amounts	96
	Section 12.9.	Payment of Stamp Taxes	98
	Section 12.10.	Indemnification of Judgment Currency	98
	Section 12.11.	Waiver of Certain Covenants	99




 


ARTICLE XIII


 


REDEMPTION


 


	Section 13.1.	Applicability of Article	99
	Section 13.2.	Election to Redeem; Notice to Trustee	100
	Section 13.3.	Notice of Redemption	100
	Section 13.4.	Deposit of Redemption Price	101
	Section 13.5.	Securities Payable on Redemption Date	101
	Section 13.6.	Redemption for Taxation or Regulatory Reasons	101




 












    vii


     


    

 


FOURTH AMENDED AND RESTATED SUBORDINATED INDENTURE
(this “Indenture”), dated as of November 3, 2021, between WESTPAC BANKING CORPORATION ABN 33 007 457 141, a bank
incorporated in Australia and registered in New South Wales under the Corporations Act 2001 of Australia (the “Company”)
having its principal office at Level 2, 275 Kent Street, Sydney, New South Wales 2000, Australia and the Bank of New York Mellon, a New
York banking corporation as Trustee hereunder (the “Trustee”).


 


Recitals


 


WHEREAS, the Company and a predecessor Trustee
have heretofore become parties to a Subordinated Indenture, dated as of July 1, 1999, as amended and restated on May 15, 2003,
and as further amended and restated on November 9, 2016 and November 9, 2018 (as so amended, the “Amended Indenture”),
providing for the issuance of unsecured subordinated debentures, notes or other evidences of indebtedness of the Company (“Securities”);


 


WHEREAS, the Company desires to further amend
and restate the Amended Indenture in order to modify certain terms relating to subordination to comply with the applicable requirements
of the Australian Prudential Regulation Authority (“APRA”) relating to Tier 2 Capital;


 


WHEREAS, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of Securities to be issued in one or more series as herein
provided;


 


WHEREAS, Section 11.1(5) of the Amended
Indenture permits the parties hereto to execute and deliver this Indenture to amend and restate the Amended Indenture with respect to
Securities issued on or after the date hereof; and


 


WHEREAS, all things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done.


 


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit
of the Holders of the Securities:


 






    


     


    

 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 1.1.            Definitions.
(a)  For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)            the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)            all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein;


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles
used in the preparation of the Company’s audited financial statements and, except as otherwise herein expressly provided, the term
 “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles at the date of such computation;


 


(4)            the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision; and


 


(5)            the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”, not
 “A or B but not both”).


 


“Additional Tier 1 Capital”
has the meaning given to it in the Prudential Standards.


 


“Administrative Action” means
any judicial decision, official pronouncement or action, published or private ruling, interpretative decision, regulatory procedure or
policy, application of regulatory procedure or policy and any notice or announcement (including any notice or announcement of intent
to adopt or make any of those things).


 


“Adverse Tax Event” shall,
with respect to any Securities of a series, mean that either:


 


		(i)	any amendment to, clarification of, or change in the Tax Legislation
                                            which has been or will be effected; or



 


		(ii)	any Administrative Action under or in connection with the Tax Legislation
                                            or any amendment to, clarification of, or change in, any such Administrative Action,



 






    	 	2	 



     


    

 


being in each case by any legislative body, court, government authority
or regulatory body (irrespective of the manner in which such amendment, clarification, change or Administrative Action is announced)
on or after the issue date of the Securities of such series but which the Company did not expect at the issue date of the Securities
of such series (provided that, if after the issue date of the Securities of such series a Relevant Transaction occurs, and the home jurisdiction
for tax purposes of such other entity is not Australia (or if such home jurisdiction has already become a jurisdiction other than Australia,
is different to the jurisdiction which it is immediately prior to the Relevant Transaction), the references to “issue date”
of the Securities of such series shall be deemed to be to the date the Relevant Transaction is completed) and: (a) there is a material
risk that the Company would be exposed to a more than de minimis adverse tax consequence in relation to the Securities of such series;
or (b) the Company determines that any interest payable on the Securities of such series is not, or may not be, allowed as a deduction
for the purposes of Australian income tax; or (c) the Company has or will become obliged to pay additional amounts.


 


“Affiliate” of any specified
Person means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified
Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agent” means any Paying Agent
or Registrar.


 


“Approved Successor” means
a company that replaces, or is proposed to replace, the Company as the ultimate parent company of the Group and that satisfies the following
requirements:


 


(a)           the
proposed successor company complies with all applicable legal requirements and obtains any necessary regulatory approvals (including,
to the extent required, APRA’s prior written approval);


 


(b)           the
proposed successor company agrees to take any necessary action to give effect to an amendment to the terms of this Indenture pursuant
to Section 6.14 of this Indenture;


 


(c)           the
ordinary shares of the proposed successor company are to be listed on the ASX or any internationally recognized stock exchange;


 


(d)           the
proposed successor company has a place of business in New South Wales, Australia or has appointed a process agent in New South Wales,
Australia to receive service of process on its behalf in relation to any legal proceedings arising out of or in connection with the Securities;


 


(e)           the
proposed successor company has, in the reasonable opinion of an independent expert, the financial capacity to perform the Company’s
obligations under this Indenture in respect of the Securities; and


 






    	 	3	 



     


    

 


(f)            the
proposed replacement of the Company and the requirements of paragraphs (a) to (c) of this definition would not, in the reasonable
opinion of an independent expert, otherwise adversely affect the interests of Holders of the Securities;


 


For the purposes of this definition, “independent
expert” means a reputable investment bank, accounting firm or other suitably qualified body operating in Australia or an investment
bank, accounting firm or other suitably qualified body of international repute acting independently of the Company and appointed by the
Company to provide the opinions referred to in paragraphs (e) or (f) of this definition


 


“APRA” has the meaning stated
in the second recital of this Indenture.


 


“Assets” means, in respect
of the Company, its total non-consolidated gross assets as shown by the latest published full-year audited or half-year reviewed accounts,
as the case may be, of the Company, but adjusted for events subsequent to the date of such accounts in such manner and to such extent
as two authorized signatories of the Company or, if the Company is in Winding-Up, the Liquidator may determine to be appropriate.


 


“ASX” means the Australian
Securities Exchange operated by ASX Limited (ABN 98 008 624 691).


 


“ASX Business Day” means a
business day as defined in the ASX Listing Rules.


 


“ASX Listing Rules” means the
listing rules of ASX from time to time with any modifications or waivers in their application to the Company which ASX may grant.


 


“Australian Banking Act” means
the Banking Act 1959 of Australia, as amended or any successor act.


 


“Australian Corporations Act”
means the Corporations Act 2001 of Australia, as amended or any successor act.


 


“Australian Dollars” and “A$”
mean the lawful currency of Australia.


 


“Australian Tax Act” means
the Income Tax Assessment Act 1936 of Australia, as amended, or any successor act.


 


“Authenticating Agent” means
any authenticating agent appointed by the Trustee pursuant to Section 9.13.


 






    	 	4	 



     


    

 


“Authorized Officer” means
the Company’s Chairman of the Board, its Managing Director, its Chief Financial Officer, its Deputy Chief Financial Officer, any
Group Executive, any General Manager, its Group Treasurer, its Deputy Group Treasurer, its Head of Global Funding, its Head of Structured
Funding and Capital, its General Counsel, Treasury & Corporate, its Counsel & Head of Legal, Group Treasury, any Executive
Director, Group Treasury, any Director, Group Treasury, any Senior Manager, Group Treasury, its Group Financial Controller, any Senior
Vice President or any Vice President or such officers of equivalent status as may be designated from time to time by the Company, and
any other persons duly authorized from time to time by the Company.


 


“Board” or “Board
of Directors” means the Board of Directors of the Company, or any duly authorized committee thereof.


 


“Board Resolution” means a
copy of a resolution of the Board of Directors, certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of the certificate, and delivered to the Trustee.


 


“Business Day”, when used with
respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated by law or executive
order to close.


 


“Chi-X”
means Chi-X Australia Pty Ltd (ABN 47 129 584 667).


 


“Clearing System Holder” means
that the Holder is the operator of a clearing system or a depository, or a nominee for a depository, for a clearing system.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after
the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Common Equity Tier 1 Capital”
has the meaning given to it in the Prudential Standards.


 


“Company” means the party named
as the Company in the first paragraph of this Indenture until a successor shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter means such successors.


 


“Company Order” and “Company
Request” mean, respectively, a written order or request signed in the name of the Company by an Authorized Officer.


 


“Conversion” means, upon the
occurrence of a Non-Viability Trigger Event, the conversion of all or some Securities (or a percentage of the Outstanding Principal Amount
of each Security) into Ordinary Shares of the Company in accordance with the terms of this Indenture. “Convert” and “Converted”
shall have corresponding meanings.


 






    	 	5	 



     


    

 


“Corporate Trust Office” means
the office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 240 Greenwich Street, Floor 7W, New York, New York 10286, Attention: Institutional Corporate
Trust.


 


“currency unit”, for all purposes
of this Indenture, shall include any composite currency.


 


“Denomination” shall have the
meaning given in an indenture supplemental hereto for the Securities of any series.


 


“Depositary”, when used with
respect to the Securities of or within any series issuable or issued in whole or in part in global form, means the Person designated
as Depositary by the Company pursuant to Section 3.1 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary hereunder, and if at any time
there is more than one such Person, shall be a collective reference to such Persons.


 


“Dollar” or “$”
means the coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.


 


“Equal Ranking Instruments”
means instruments which satisfy the requirements set out in one of the following paragraphs (a), (b) or (c):


 


(a)           any
instruments, present and future, issued by the Company which:


 


(i)            by
their terms are, or are expressed to be, subordinated in a Winding-Up to the claims of Senior Creditors;


 


(ii)           qualify
as Tier 2 Capital of the Company; and


 


(iii)          in
a Winding-Up rank, or are expressed to rank, prior to, and senior in right of payment to, instruments which constitute Additional Tier
1 Capital or Common Equity Tier 1 Capital of the Company;


 


(b)           the
Perpetual Capital Notes (irrespective of whether or not such instruments are treated as constituting Tier 2 Capital in accordance with
any transitional arrangements approved by APRA); or


 


(c)           any
other instruments, present and future, issued by the Company where, the right to repayment ranks, or is expressed to rank, in a Winding-Up,
equally with the claims of Holders of Securities (irrespective of whether or not such instruments qualify as Tier 2 Capital of the Company).


 






    	 	6	 



     


    

 


“FATCA” means (a) Section 1471
to 1474 of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, including any regulations or official interpretations
issued, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S.
and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above,
or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above
with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.


 


“FATCA Withholding” means any
deduction or withholding arising under or in connection with FATCA.


 


“Foreign Holder” means a Holder
of Securities (a) whose place of residence is outside Australia or (b) who the Company otherwise believes may not be a resident
of Australia.


 


“Group” means the Company and
its controlled entities (within the meaning of the Australian Corporations Act).


 


“Holder” means a person in
whose name such Registered Security is registered on the Register.


 


“Ineligible Holder” means a
Holder of Securities that is prohibited or restricted by any applicable law or regulation in force in:


 


(a)           Australia
(including but not limited to Chapter 6 of the Australian Corporations Act, the Foreign Acquisitions     and
Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings) Act 1998 of Australia and Part IV of the Competition and Consumer
Act 2010 of Australia); or


 


(b)           any
other jurisdiction in which the Company carries on business,


 


from being offered, holding or acquiring Ordinary Shares (provided
that if the relevant prohibition or restriction only applies to the holder in respect of some of its Securities, it shall only be treated
as an Ineligible Holder in respect of those Securities and not in respect of the balance of its Securities).


 


“Indenture” means this Fourth
Amended and Restated Subordinated Indenture as originally executed or as amended or supplemented from time to time and shall include
the forms and terms of particular series of Securities established as contemplated hereunder.


 






    	 	7	 



     


    

 


“Interest Payment Date”, when
used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Interest Rate” means the rate
or rates (expressed as a percentage per annum) of interest payable in respect of the Outstanding Principal Amount of the Securities specified
in an indenture supplemental hereto for the Securities of any series or calculated or determined in accordance with the provisions specified
in an indenture supplemental hereto for the Securities of any series.


 


“Issue Date VWAP” means, in
respect of Securities of a series, the VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding but not including the first date on which any Securities of that series were issued, as adjusted in accordance
with Article VI.


 


“Junior Ranking Capital Instruments”
means instruments, present and future, issued by the Company which.


 


(a)           by
their terms are, or are expressed to be, subordinated in a Winding-Up to the claims of Holders of Securities and other Equal Ranking
Instruments; and


 


(b)           qualify
as Additional Tier 1 Capital or Common Equity Tier 1 Capital of the Company.


 


“Liabilities” means, in respect
of the Company, its total non-consolidated gross liabilities as shown by its latest published full-year audited or half-year reviewed
accounts, as the case may be, but adjusted for events subsequent to the date of such accounts in such manner and to such extent as two
authorized signatories of the Company or, if the Company is in Winding-Up, the Liquidator may determine to be appropriate.


 


“Liquidator” means a liquidator
or other official responsible for the conduct and administration of a Winding-Up.


 


“Maturity”, when used with
respect to any Security, means the date on which the Outstanding Principal Amount of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity, in accordance with Section 8.1, or as a result of a call for redemption.


 






    	 	8	 



     


    

 


“Non-Viability Trigger Event”
occurs when APRA notifies the Company in writing that it believes:


 


(a)           Conversion
or Write-off of Securities, or conversion, write-off or write-down of Relevant Securities is necessary because, without it, the Company
would become non-viable; or


 


(b)           a
public sector injection of capital, or equivalent support, is necessary because, without it, the Company would become non-viable.


 


“Officer” means any Authorized
Officer, the President, any Executive Vice President, any Assistant Vice President, the Treasurer or the Secretary or Assistant Secretary
of the Company.


 


“Officers’ Certificate”
means a certificate signed by an Authorized Officer and which conforms to Section 1.2.


 


“Opinion of Counsel” means
a written opinion of legal counsel, who may be (i) an attorney employed by the Company, (ii) Debevoise &
Plimpton or (iii) other counsel designated by the Company who shall be reasonably acceptable to the Trustee.


 


“Ordinary Share” means a fully
paid ordinary share in the capital of the Company.


 


“Outstanding”, when used with
respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture,
except:


 


(i)             Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)            Securities
for whose payment or redemption money in the necessary amount (without reinvestment) has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provisions therefor satisfactory to the Trustee have been made; and


 


(iii)           Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;


 






    	 	9	 



     


    

 


provided,
however, that unless otherwise provided with respect to any Securities of any series pursuant to Section 3.1, in determining
whether the Holders of the requisite Outstanding Principal Amount of the Securities have given any request, demand, authorization, direction,
notice, consent or waiver or are present at a meeting for quorum purposes hereunder, or whether sufficient funds are available for redemption
or for any other purpose, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, (y) the
Outstanding Principal Amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation
and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security
is originally issued by the Company as set forth in an Exchange Rate Officers’ Certificate delivered to the Trustee, of the Outstanding
Principal Amount of such Security and (z) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Outstanding Principal Amount”
means in respect of any Security which is outstanding at any time, the outstanding principal amount of the Security, and for such purposes:


 


(a)           the
principal amount of a Security issued at a discount or at par, but which has not been Converted or Written-off, is at any time to be
taken to be equal to its Denomination;


 


(b)           if
an amount is required to be determined in Australian Dollars, the Australian Dollar equivalent of the Specified Currency is to be determined
on the basis of the spot rate of exchange for the sale of Australian Dollars against the purchase of such relevant Specified Currency
in the Sydney foreign exchange market quoted by any leading bank selected by the Company on the relevant calculation date. The calculation
date is, at the discretion of the Company, either the date specified in the relevant formula or the preceding day on which commercial
banks and foreign exchange markets are open for business in Sydney or such other date as may be specified by the Company in an indenture
supplemental hereto for the Securities of any series; and


 


(c)           if
the principal amount of a Security has from time to time been Converted or Written-off pursuant to Articles V and VI, the principal amount
of the Security will be reduced by the principal amount so Converted or Written-off.


 






    	 	10	 



     


    

 


“Paying Agent” means any Person
authorized by the Company to pay the principal or interest and any other payments on any Securities on behalf of the Company.


 


“Periodic Offering” means an
offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate
or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Maturity thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company upon the issuance of such Securities.


 


“Perpetual Capital Notes” means
the Perpetual Capital Floating Rate Notes issued by the Company on September 30, 1986 (as the same may be varied or amended from
time to time).


 


“Person” means any individual,
corporation, estate, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof or any other entity.


 


“Place of Payment”, when used
with respect to the Securities of or within any series, means the place or places where the principal and interest and any other payments
on such Securities are payable as specified as contemplated by Sections 3.1 and 12.2.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.


 


“Prudential Standards” means
the prudential standards and guidelines published by APRA and as applicable to the Company from time to time.


 


“Recognized Exchange” means
a recognized stock exchange or securities market in an Organization for Economic Cooperation and Development member state.


 


“Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture and the Securities.


 


“Redemption Price”, when used
with respect to any Security to be redeemed means the price at which it is to be redeemed pursuant to this Indenture and the Securities.


 






    	 	11	 



     


    

 


“Registered Security” means
any Security issued hereunder and registered as to principal and interest in the Register.


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as
contemplated by Section 3.1, which date shall be, unless otherwise specified pursuant to Section 3.1, the fifteenth day preceding
such Interest Payment Date, whether or not such day shall be a Business Day.


 


“Regulatory Event” shall, with
respect to any of the Securities of a series, mean that either:


 


		(i)	as a result of any amendment to, clarification of or change (including
                                            any announcement of a change that will be introduced) in, any law or regulation of the Commonwealth
                                            of Australia or the Prudential Standards, or any official administrative pronouncement or
                                            action or judicial decision interpreting or applying such law, regulation or Prudential Standards,
                                            which amendment, clarification or change is effective, or pronouncement, action or decision
                                            is announced, on or after the issue date of the Securities of such series; or



 


		(ii)	written confirmation is received from APRA after the issue date of
                                            the Securities of such series that,



 


the Company is not or will not be entitled to treat all of the Securities
of such series as Tier 2 Capital in whole, provided that, in each case, the Company did not expect at the issue date of the Securities
of such series that the matter giving rise to the Regulatory Event would occur.


 


“Related Entity” means an entity
over which the Company or any parent of the Company exercises control or significant influence, as determined by APRA from time to time.


 


“Relevant Securities” means
Relevant Tier 1 Securities and Relevant Tier 2 Securities.


 


“Relevant Tier 1 Security”
means a security forming part of the Tier 1 Capital of the Company on a “Level 1 basis” or “Level 2 basis” in
accordance with the Prudential Standards which, upon the occurrence of a Non-Viability Trigger Event, may be either:


 


(a)           converted
into Ordinary Shares; or


 


(b)           written-off
or written-down (and all rights and claims of the holders in respect of the security shall be written-off or written-down).


 






    	 	12	 



     


    

 


“Relevant Tier 2 Security”
means a security, including the Securities, forming part of the Tier 2 Capital of the Company on a “Level 1 basis” or “Level
2 basis” in accordance with the Prudential Standards which, upon the occurrence of a Non-Viability Trigger Event, may be either:


 


(a)           converted
into Ordinary Shares; or


 


(b)           written-off
or written-down (and all rights and claims of the holders in respect of the security shall be written-off or written-down).


 


“Relevant Transaction” means
a transaction in which the Company is merged into or consolidated with another entity or all or substantially all of the Company’s
assets are sold or transferred to another entity and such entity assumes the obligations of the Company under this Indenture and the
Securities.


 


“Responsible Officer”, when
used with respect to the Trustee, shall mean any Vice President (whether or not designated by a number or a word or words added before
or after the title “Vice President”), the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,
the Cashier, any Assistant Cashier, any Senior Trust Officer, any Trust Officer, any Assistant Trust Officer, the Controller, any Assistant
Controller, or any officer of the Trustee customarily performing functions similar to those performed by the individuals who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity
with the particular subject.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture and more particularly means a Security or Securities of the Company issued,
authenticated and delivered under this Indenture.


 


“Senior Creditors” means all
depositors and other creditors (present and future) of the Company, including all holders of the Company’s debt:


 


(a)           whose
claims are admitted in a Winding-Up; and


 


(b)           whose
claims are not made as holders of indebtedness arising under:


 


(i)            an
Equal Ranking Instrument; or


 


(ii)           a
Junior Ranking Capital Instrument.


 


“Solvent” with respect to the
Company, shall mean (i) it is able to pay its debts as they fall due; and (ii) its Assets exceed its Liabilities.


 






    	 	13	 



     


    

 


“Solvent Reconstruction” means
a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency, where the obligations of the Company in relation
to the Outstanding Securities are assumed by the successor entity to which all, or substantially all, of the property, assets and undertaking
of the Company are transferred or where an arrangement with similar effect not involving a bankruptcy or insolvency is implemented.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


“Specified Currency” shall
have the meaning given an indenture supplemental hereto for the Securities of any series.


 


“Stated Maturity”, when used
with respect to any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which
the Outstanding Principal Amount of such Security or such installment of interest is due and payable.


 


“Subsidiary” means any Person
of which the Company at the time owns or controls, directly or indirectly, more than 50% of the shares of outstanding stock or other
equity interests having general voting power under ordinary circumstances to elect a majority of the Board of Directors, managers or
trustees, as the case may be, of such Person (irrespective of whether or not at the time stock of any other class or classes or other
equity interests of such corporation shall have or might have voting power by reason of the happening of any contingency).


 


“Tax Legislation” means (a) the
Income Tax Assessment Act 1936 of Australia or the Income Tax Assessment Act 1997 of Australia (both as amended from time to time, as
the case may be, and a reference to any section of the Income Tax Assessment Act 1936 includes a reference to that section as rewritten
in the Income Tax Assessment Act 1997), (b) any other law setting the rate of income tax payable by the Company, and (c) any
regulation made under such laws.


 


“Tier
1 Capital” has the meaning given to it in the Prudential Standards.


 


“Tier 2 Capital” has the meaning
given to it in the Prudential Standards.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended and as in effect on the date of this Indenture, except as provided in Section 11.3.


 


“Trustee” means the party named
as such in the first paragraph of this Indenture until a successor Trustee replaces it pursuant to the applicable provisions of this
Indenture, and thereafter means such successor Trustee and if, at any time, there is more than one Trustee, “Trustee” as
used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of that series.


 






    	 	14	 



     


    





 


“United States” means, unless
otherwise specified with respect to the Securities of any series as contemplated by Section 3.1, the United States of America (including
the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“VWAP” means, subject to any
adjustments under the provisions of Article VI, the average of the daily volume weighted average sale prices (such average and each
such daily average sale price being expressed in Australian Dollars and cents and rounded to the nearest full cent, with A$0.005 being
rounded upwards) of Ordinary Shares sold on ASX and Chi-X during the relevant period or on the relevant days but does not include
any “crossing” transacted outside the “Open Session State” or any “special crossing” transacted at
any time, each as defined in the ASX Market Rules or any overseas trades or trades pursuant to the exercise of options over Ordinary
Shares.


 


“VWAP Period” means (a) in
the case of a Conversion resulting from the occurrence of a Non-Viability Trigger Event, the period of 5 ASX Business Days on which trading
in Ordinary Shares took place immediately preceding (but not including) the Non-Viability Trigger Event Date; or (b) otherwise, the
period for which the VWAP is to be calculated as set forth herein or in any indenture supplemental hereto.


 


“Winding-Up” means the legal
procedure for the liquidation of the Company commenced when:


 


(a)            a
court order is made for the winding-up of the Company (and such order is not successfully appealed or set aside within 30 days); or


 


(b)           an
effective resolution is passed or deemed to have been passed by members for the winding-up of the Company,


 


other than in connection with a Solvent Reconstruction.


 


A Winding-Up must be commenced by a court order
or an effective resolution of shareholders or members. Neither (i) the making of an application, the filing of a petition, or the
taking of any other steps for the winding-up of the Company (or any other procedure whereby the Company may be dissolved, liquidated,
sequestered or cease to exist as a body corporate), nor (ii) the appointment of a receiver, administrator, administrative receiver,
compulsory manager, Banking Act statutory manager or other similar officer (other than a Liquidator) in respect of the Company, constitutes
a Winding-Up for the purposes of the Securities.


 






    	 	15	 



     


    

 


“Yield to Maturity” means the
yield to maturity, calculated by the Company at the time of issuance of a series of Securities or, if applicable, at the most recent determination
of interest on such series, in accordance with accepted financial practice.


 


(b)          The
following terms shall have the meanings specified in the Sections referred to opposite such term below:


 


	Term	Section
	“Act”	1.4(a)
	“Approved Replacement Notice”	6.14
	“Approved Successor Shares”	6.14
	“Attorney”	6.15
	“CHESS”	6.10(a)(ii)
	“Claims”	9.8(b)
	“Component Currency”	3.11(h)
	“Conversion Number”	6.1(a)
	“Cum Value”	6.2
	“Defaulted Interest”	3.7(b)
	“Election Date”	3.11(h)
	“Electronic Means”	1.18
	“Euro”	3.11(h)
	“Event of Default”	8.1
	“Exchange Rate Agent”	3.11(h)
	“Exchange Rate Officers’ Certificate”	3.11(h)
	“Expiration Date”	1.4(g)
	“Foreign Currency”	3.11(h)
	“Foreign Currency Conversion Date”	3.11(d)
	“Foreign Currency Conversion Event”	3.11(h)
	“Holders’ Nominee”	6.10(b)(vii)
	“Judgment Currency”	12.10
	“Market Exchange Rate”	3.11(h)
	“Maximum Conversion Number”	6.1(a)
	“Non-Viability Trigger Event”	5.1(c)(iii)
	“OFAC”	1.19
	“Reclassification”	6.3
	“Register”	3.5
	“Registrar”	3.5
	“Replacement”	6.14
	“Specified Amount”	3.11(h)
	“Specified Currency”	12.10
	“Valuation Date”	3.11(c)
	“Write-off” or “Written-off”	5.3(c)


 






    	 	16	 



     


    

 


Section 1.2.     Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Section 12.7) shall include:


 


(1)            a
statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating
thereto;


 


(2)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)            a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable
him or her, as the case may be, to express an informed opinion as to whether or not such condition or covenant has been complied with;
and


 


(4)            a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 1.3.            Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any certificate or opinion of an Officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion
is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations as to such matters
are erroneous.


 






    	 	17	 



     


    

 


Any certificate or opinion of an Officer of the
Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Company, unless such Officer or counsel, as the case may be, knows that the
certificate or opinions or representations as to such accounting matters are erroneous.


 


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


 


Section 1.4.            Acts
of Holders. (a)  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and conclusive (subject to Section 9.1) in favor of the Trustee and the Company,
if made in the manner provided in this Section.


 


(b)           Without
limiting the generality of this Section, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary
that is a Holder of a Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders, and
a Depositary that is a Holder of a Security may provide its proxy or proxies to the beneficial owners of interests in any such Security
through such Depositary’s standing instructions and customary practices.


 


(c)           The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.


 






    	 	18	 



     


    

 


(d)           [Reserved].


 


(e)           The
ownership of Registered Securities shall be proved by the Register.


 


(f)            Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.


 


(g)           If
the Company shall solicit from the Holders of any series any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the determination of Holders of such series entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before
or after such record date, but only the Holders of such series at the close of business on such record date shall be deemed to be Holders
for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities of such series have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities of such series shall be computed as of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless taken on or prior to the applicable Expiration Date by Holders of
the requisite amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite amount of Outstanding Securities on the
date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and
to each Holder of Securities in the manner set forth in Section 1.6.


 






    	 	19	 



     


    

 


“Expiration Date” means, with
respect to any record date set pursuant to this Section 1.4, the date designated by the Company; provided, that the Company may,
from time to time, change the Expiration Date to any earlier or later day, but no such change shall be effective unless notice of the
proposed new Expiration Date is given to the Trustee, and to each Holder of Securities of the applicable series in the manner set forth
in Section 1.6 on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date
pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable record date.


 


(h)           Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the Outstanding Principal Amount of such Security or by one or more duly appointed agents, each of which
may do so pursuant to such appointment with regard to all or any part of such Outstanding Principal Amount.


 


(i)            The
Company and the Trustee may make reasonable rules for action by or at a meeting of Holders.


 


Section 1.5.            Notices, etc.,
to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)            the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Capital Markets Fiduciary Services, or


 


(2)            the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed to it at Westpac Banking Corporation, Level 2, 275 Kent Street,
Sydney, New South Wales 2000, Australia, Attention: Structured Funding and Capital, or at any other address previously furnished in writing
to the Trustee by the Company.


 


Section 1.6.            Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event such notice to the Holders thereof shall be sufficiently
given (unless otherwise herein or in the terms of such Securities expressly provided) if in writing and mailed, first-class postage prepaid,
to each such Holder affected by such event, at his address as it appears in the Register, within the time prescribed for the giving of
such notice.


 






    	 	20	 



     


    

 


In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such
notice.


 


If by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such notice as provided above, then such notification as shall
be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute a sufficient notification for
every purpose hereunder


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication.


 


In any case where the Company mails a notice to
Holders, a copy must be sent to the Trustee and in any case where the Trustee mails a notice to Holders, copies must be sent to the Company.


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section 1.7.            Headings
and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.


 


Section 1.8.            Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed
or not.


 


Any act or proceeding that is required or permitted
by any provision of this Indenture and that is authorized or required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Person that shall
at the time be the successor or assign of the Company.


 


Section 1.9.            Separability.
In case any provision of this Indenture or the Securities 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.


 






    	 	21	 



     


    

 


Section 1.10.          Benefits
of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Senior Creditors, any Agent and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 


Section 1.11.          Governing
Law.


 


(1)           This
Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York without regard
to conflict of law principles; except for Articles IV, V and VI and any provisions in this Indenture and the Securities which relate to,
or define terms used in, such Articles, which shall be governed by and construed in accordance with the laws of the State of New South
Wales, Commonwealth of Australia. This Indenture is subject to the Trust Indenture Act and if any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required by the Trust Indenture Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified, or to be excluded, as
the case may be, whether or not such provision of this Indenture refers expressly to such provision of the Trust Indenture Act.


 


(2)           ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY, THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT OR ANY OTHER AGENT, ARISING OUT OF OR RELATING
TO THIS INDENTURE, AND ANY SECURITY MAY BE BROUGHT IN A UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW YORK, THE
BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH OF THE COMPANY, THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT
AND ANY OTHER AGENT, (IN SUCH CAPACITIES) ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.


 


(3)           The
Company hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding and any objection to such suit, action or proceeding whether on the grounds of venue, residence or domicile.


 


(4)           A
final judgment (that is a judgment obtained after exhaustion of all appeals and expiration of all time to appeal) in any such suit, action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law.


 






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Section 1.12.          Legal
Holidays. Unless otherwise provided with respect to any Security or Securities pursuant to Section 3.1, and subject to Section 6.1(b),
in any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity or other payment date of any Security shall
not be a Business Day at any Place of Payment, then, notwithstanding any other provision of this Indenture or any Security, payment of
principal or interest or other payments need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on such date; provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity or other
payment date, as the case may be.


 


In any case where any notice to Holders is required
to be given by a certain date and such date shall not be a Business Day, then (notwithstanding any other provision of this Indenture or
the Securities) such notice need not be made on such date, but may be made on the next succeeding day that is a Business Day with the
same force and effect as if made on the date such notice was originally required to be made.


 


Section 1.13.          No
Recourse Against Others. 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 Securities 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 Security, each Holder agrees
to the provisions of this Section 1.13 and waives and releases all such liability. Such waiver and release shall be part of the consideration
for the issue of the Securities.


 


Section 1.14.          Consent
to Service. The Company has designated and appointed Westpac Banking Corporation, New York branch, 575 Fifth Avenue, 39th Floor, New
York, New York 10017-2422, Attention: Branch Manager, as its authorized agent for service of process in any proceeding arising out of
or relating to this Indenture, the Securities of any series brought in any federal or state court sitting in the Borough of Manhattan
in The City of New York. By the execution and delivery of this Indenture, the Company irrevocably submits to the nonexclusive jurisdiction
of any such court in any such suit or proceeding, and agrees that service of process upon said agent, together with written notice of
said service to the Company, shall be deemed in every respect effective service of process upon the Company, in any such suit or proceeding;
provided, that a Security may specify additional jurisdictions as to which the Company may consent to the non-exclusive jurisdiction of
its courts with respect to such Security. The Company further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent or a successor
agent in full force and effect so long as any of the Securities shall be Outstanding.


 






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Section 1.15.         Waiver
of Jury Trial. EACH OF THE PARTIES TO THIS INDENTURE HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, THE SECURITIES OR ANY DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER
OF THIS TRANSACTION. The scope of this waiver is intended to encompass any and all disputes that may be filed in any court and that relate
to the subject matter of this transaction including without limitation contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship,
that such party has already relied on the waiver in entering into this Indenture, and that such party will continue to rely on the waiver
in its related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel,
and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS INDENTURE OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS INDENTURE. In the event of litigation,
this Indenture may be filed as a written consent to a trial by the court.


 


Section 1.16.          Counterparts.
This Indenture and any amendments, waivers, consents or supplements hereto or thereto may be executed in any number of counterparts, and
by different parties hereto in separate counterparts, and each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument. This Indenture shall become effective upon the execution
of a counterpart hereof by each of the parties hereto. The exchange of copies of this Indenture and of signature pages by facsimile
or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the Amended Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes.


 


Section 1.17.          Restatement
of Amended Indenture. This Indenture amends and restates the Amended Indenture in its entirety and shall become effective as of the
date hereof.


 






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Section 1.18.          Electronic
Communications. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to the Indenture and delivered using Electronic Means (as defined below); provided, however, that, unless previously provided,
the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Company whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions
shall be deemed controlling.  The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer
listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Company shall be responsible
for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers
are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Company.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent
with a subsequent written instruction, except as may result from its own gross negligence, bad faith or willful misconduct.  The
Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions (unless the Trustee has acted on such unauthorized Instructions
with gross negligence, in bad faith or with willful misconduct), and the risk of interception and misuse by third parties; (ii) that
it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and
that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the
security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.


 


"Electronic Means" shall mean the following communications
methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication
keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services
hereunder.


 


Section 1.19.          OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”); and the Company will not use the proceeds of the offering of the Securities
in a manner that would result in a violation by the Company of the U.S. sanctions administered by OFAC.


 






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ARTICLE II


 


SECURITY FORMS


 


Section 2.1.            Forms
Generally. The Securities of each series shall be in substantially such form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable law, rule or regulation or with the rules or usage
of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities
as evidenced by their execution of the Securities. If temporary Securities of any series are issued as permitted by Section 3.4,
the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities of any series are established
by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such
action taken pursuant thereto, including a copy of the approved form of Securities shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities.


 


The definitive Securities shall be typeset, printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner or medium, all as determined by the officers
executing such Securities as evidenced by their execution of such Securities.


 


Section 2.2.            Form of
Trustee’s Certificate of Authentication. Subject to Section 9.13, the Trustee’s certificate of authentication shall
be in substantially the following form:


 


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 Signature




 






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Section 2.3.            Securities
in Global Form. If Securities of or within a series are issuable in whole or in part in global form, any such Security may provide
that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide
that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3
and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last paragraph of Section 3.3
shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not comply with Section 1.2 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the Outstanding Principal Amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 3.3.


 


Notwithstanding the provisions of Section 2.1
and 3.7, unless otherwise specified as contemplated by Section 3.1, payment of principal of and interest on any Security in permanent
global form shall be made to the registered Holder thereof.


 


Section 2.4.            Form of
Legend for Securities in Global Form. Unless otherwise provided with respect to any Securities of any series pursuant to Section 3.1
or required by the Depositary, any Security of such series in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form:


 


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.


 






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ARTICLE III


 


THE SECURITIES


 


Section 3.1.            Amount
Unlimited; Issuable in Series. (a)  The aggregate Outstanding Principal Amount of Securities which may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued from time to time in one or more series.


 


(b)           The
following matters shall be established with respect to each series of Securities issued hereunder, subject to such matters being consistent
and in compliance with the Prudential Standards in effect at the time of issuance of such Securities: (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth, or determined in the manner
provided, in an Officers’ Certificate or (iii) in one or more indentures supplemental hereto:


 


(1)            the
title of the Securities of the series (which title shall distinguish the Securities of the series from all other series of Securities);


 


(2)            any
limit upon the aggregate Outstanding Principal Amount of the Securities of the series which may be authenticated and delivered under this
Indenture (which limit shall not pertain to Securities authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series pursuant to Section 3.3, 3.4, 3.5, 3.6 or 11.6);


 


(3)            the
date or dates on which the principal of the Securities of the series is payable or the method of determination and/or extension of such
date or dates; and the amount or amounts of such principal payments or the method of determination thereof;


 


(4)            the
rate or rates at which the Securities of the series shall bear interest, if any or the method of calculating and/or resetting such rate
or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined,
the Interest Payment Dates on which any such interest shall be payable and, with respect to Registered Securities, the Regular Record
Date, if any, for the interest payable on any Registered Security on any Interest Payment Date;


 


(5)            the
place or places where the principal of and interest, if any, on Securities of the series shall be payable;


 






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(6)            the
period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which, and the
other terms and conditions upon which, Securities of the series may be redeemed, at the option of the Company;


 


(7)            the
right, if any, to extend the interest payment periods and any conditions to the payment or resumption of payment of interest before, during
or after any such extension;


 


(8)            [Reserved];


 


(9)            conversion
or write-off provisions that vary or add to those set forth in this Indenture, including whether conversion or write-off will be the primary
loss absorption mechanism;


 


(10)          if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issued;


 


(11)          if
other than Dollars, the currency or currencies (including currency unit or units) in which the principal and interest, if any, or other
payments, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated, and
the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of Section 3.11;


 


(12)          if
the payments of principal or interest, if any, or other payments, if any, on the Securities of the series are to be made, at the election
of the Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be
made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined,
and the particular provisions applicable thereto in accordance with, in addition to, or in lieu of the provisions of Section 3.11;


 


(13)          [Reserved];


 


(14)          if
other than as provided in Section 3.7, the Person to whom any interest on any Registered Security of the series shall be payable;


 


(15)          if
the Outstanding Principal Amount payable at the Maturity of any Securities of the series will not be determinable as of one or more dates
prior to Maturity, the amount which shall be deemed to be the Outstanding Principal Amount of such Securities as of any such date hereunder
or thereunder, or, if other than as provided in the definition of the term “Outstanding”, which shall be deemed to be Outstanding
as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the Outstanding Principal
Amount shall be determined);


 






    	 	29	 



     


    

 


(16)          provisions,
if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;


 


(17)          any
deletions from, modifications of or additions to the covenants of the Company set forth in Article XII pertaining to the Securities
of the series;


 


(18)          the
date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date
of original issuance of the first Security of the series to be issued;


 


(19)          the
forms of the Securities of the series;


 


(20)          if
other than the Trustee, the identity of the Registrar and any Paying Agent;


 


(21)          any
terms which may be related to warrants issued by the Company in connection with, or for the purchase of, Securities of such series, including
whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants;


 


(22)          the
designation of the initial Exchange Rate Agent, if any;


 


(23)          if
the Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global Securities,
(ii) the form of any legend in addition to or in lieu of that in Section 2.4 which shall be borne by such global Securities,
(iii) whether beneficial owners of interests in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as
provided in Section 3.5, the circumstances under which any such exchange may occur;


 


(24)          if
the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the
laws of the state of New York and, with respect to Articles IV, V and VI, the laws of New South Wales, Commonwealth of Australia; and


 


(25)          any
other terms of the series, including any terms which may be required by or advisable under the laws or regulations of the United States
or the Prudential Standards or advisable (as determined by the Company) in connection with the marketing of Securities of the series.


 






    	 	30	 



     


    

 


(c)           The
terms applicable to the Securities of any one series need not be identical but may vary as may be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3) set forth, or determined
in the manner provided, in the related Officers’ Certificate or (iii) in an indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.


 


(d)           If
any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the terms of the Securities of such
series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series
shall be delivered to the Trustee prior to the authentication and delivery thereof.


 


Section 3.2.            Denominations.
Unless otherwise provided as contemplated by Section 3.1, any Registered Securities of a series shall be issuable in denominations
of $1,000 and any integral multiple thereof.


 


Section 3.3.            Execution,
Authentication, Delivery and Dating. Securities shall be executed on behalf of the Company by an Authorized Officer. The signature
of such officer on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to be officers or to hold such offices prior to the authentication and delivery of such Securities or were not
officers or did not hold such offices at the date of such Securities.


 


At any time and from time to time, the Company
may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver
such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities
of such series.


 






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If the form or terms of the Securities of a series
have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel substantially to the effect that,


 


(1)            if
the forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.1, such forms have
been established in conformity with the provisions of this Indenture;


 


(2)            if
the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 3.1, such terms have
been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions
of this Indenture, subject in the case of Securities offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel,
and all conditions precedent to the authentication and delivery of the Securities have been complied with; and


 


(3)            such
Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general equity principles and except further as may be limited
by or subject to certain exceptions and qualifications specified in such Opinion of Counsel, including in the case of any Securities denominated
in a Foreign Currency, (A) requirements that a claim with respect to any Securities denominated other than in Dollars (or
a foreign currency or foreign currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the United States.


 


Notwithstanding that such form or terms have been so established, the
Trustee shall have the right to decline to authenticate such Securities if, in the written opinion of counsel to the Trustee (which counsel
may be an employee of the Trustee) reasonably acceptable to the Company, the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities
denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such
Securities.


 






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Notwithstanding the provisions of Section 3.1
and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary
to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such
documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series.


 


If the Company shall establish pursuant to Section 3.1
that the Securities of a series are to be issued in whole or in part in global form, then, unless otherwise provided with respect to such
Securities pursuant to Section 3.1, the Company shall execute and the Trustee shall, in accordance with this Section and the
Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent
and shall be denominated in an amount equal to the aggregate Outstanding Principal Amount of the Securities of such series to be represented
by such Security or Securities in global form, (ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear the legend set forth in Section 2.4.


 


Unless otherwise established pursuant to Section 3.1,
each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended,
and any other applicable statute or regulation. Neither the Company nor the Trustee shall have any responsibility to determine if the
Depositary is so registered.


 


Each Depositary shall enter into an agreement with
the Trustee governing the respective duties and rights of such Depositary and the Trustee with regard to Securities issued in global form.


 






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Each Registered Security shall be dated the date
of its authentication.


 


No Security shall be entitled to any benefits under
this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of one of the authorized signatories
of the Trustee or an Authenticating Agent. Such signature upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture.


 


Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled
to the benefits of this Indenture.


 


Section 3.4.           Temporary
Securities. Pending the preparation of definitive Securities of any series, the Company may execute and, upon Company Order, the Trustee
shall authenticate and deliver temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor and form of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. In the case of Securities of any series, all or a portion of such temporary
Securities may be in global form.


 


Except in the case of temporary Securities in global
form, each of which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the
Company will cause definitive Securities of such series to be prepared without unreasonable delay. After preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender
of the temporary Securities of such series at the office or agency of the Company pursuant to Section 12.2 in a Place of Payment
for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Outstanding Principal Amount of definitive
Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except as otherwise
specified as contemplated by Section 3.1.


 






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Section 3.5.            Registration,
Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency
to be maintained by the Company in accordance with Section 12.2 in a Place of Payment or in such other place or medium as may be
specified pursuant to Section 3.1 a register (the “Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered
Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time.
Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities as herein provided. The Company may have one or more co-Registrars.


 


Upon surrender for registration of transfer of
any Registered Security of any series at the office or agency maintained pursuant to Section 12.2 in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate Outstanding Principal
Amount.


 


Unless otherwise provided as contemplated by Section 3.1,
at the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denominations and of a like aggregate Outstanding Principal Amount containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.


 


Unless otherwise specified pursuant to Section 3.1
with respect to a series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities
of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their
names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be
considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section, unless and until
it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form
representing all or a portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary for
such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 









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If at any time the Depositary for the Securities
of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.3,
the Company shall appoint a successor Depositary with respect to the Securities of such series. Unless otherwise provided as contemplated
by Section 3.1, if a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.1(b)(24)
shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate Outstanding Principal
Amount equal to the Outstanding Principal Amount of the Security or Securities of such series of like tenor in global form in exchange
for such Security or Securities in global form.


 


The Company may at any time in its sole discretion
determine that Securities of a series issued in global form shall no longer be represented by such a Security or Securities in global
form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated
form, in authorized denominations and in an aggregate Outstanding Principal Amount equal to the Outstanding Principal Amount of the Security
or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form.


 


If specified by the Company pursuant to Section 3.1
with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange
in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


(1)            to
each Person specified by such Depositary a new certificated Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate Outstanding Principal Amount equal to and in exchange for such Person’s beneficial
interest in the Security in global form; and


 


(2)            to
such Depositary a new Security in global form of like tenor in a denomination equal to the difference, if any, between the Outstanding
Principal Amount of the surrendered Security in global form and the aggregate Outstanding Principal Amount of certificated Securities
delivered to Holders thereof.


 






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Upon the exchange of a Security in global form
for Securities in certificated form, such Security in global form shall be canceled by the Trustee. Securities in certificated form issued
in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations
as the Depositary for such Security in global form shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.


 


Whenever any Securities are surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled
to receive.


 


All Securities issued upon any registration of
transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


Every Registered Security 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.


 


Unless otherwise provided as contemplated by Section 3.1,
no service charge shall be made for any registration of transfer or for any exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration or transfer
or exchange of Securities, other than exchanges pursuant to Section 3.4 not involving any transfer.


 


Unless otherwise provided as contemplated by Section 3.1,
the Company shall not be required (i) to issue, register the transfer of, or exchange any Securities for a period beginning
at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security
is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given
to all Holders of Securities of like tenor and of such series to be redeemed or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption.


 


The foregoing provisions of this Section 3.5
relating to registration, transfer and exchange may be modified, supplemented or superseded with respect to any series of Securities by
a Board Resolution or in one or more indentures supplemental hereto.


 






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Section 3.6.            Replacement
Securities. If a mutilated Security is surrendered to the Trustee, together with, in proper cases, such security or indemnity as may
be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver a replacement Registered Security, if such surrendered Security was a Registered Security, of the same series and date of
maturity, if the Trustee’s requirements are met.


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security, a replacement Registered Security of the
same series and Outstanding Principal Amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee, its agents and counsel) connected therewith.


 


Every new Security of any series issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 3.7.            Payment
of Interest; Interest Rights Preserved. (a)  Unless otherwise provided as contemplated by Section 3.1, and subject to the
solvency condition set forth in Section 4.3, interest, if any, on any Registered Security 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 that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency maintained for
such purpose pursuant to Section 12.2; provided, however, that at the option of the Company, interest on any series of Registered
Securities that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear
on the Register of Holders of Securities of such series or (ii) to a Holder of $1,000,000 or more in aggregate Outstanding
Principal Amount of Securities by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of
Holders of Securities of such series.


 






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(b)           Unless
otherwise provided as contemplated by Section 3.1, any interest on any Registered Security of any series 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
may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause (1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such Registered Securities
of such series at his address as it appears in the Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names such Registered Securities of such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 






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(2)           The
Company may make payment of any Defaulted Interest to the Persons in whose names such Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a specified date in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Registered Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause (2), such manner
of payment shall be deemed practicable by the Trustee.


 


(c)            Subject
to the foregoing provisions of this Section and Section 3.5, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security.


 


Section 3.8.            Persons
Deemed Owners. Prior to due presentment of any Registered Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of principal of and (subject to Section 3.7) interest and any other payments on such
Registered Security and for all other purposes whatsoever, whether or not such Registered Security shall be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Trustee or any agent of
the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent
the Company or the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between
such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the
exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.


 


Section 3.9.            Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and any Paying Agent shall forward to the
Trustee any Securities surrendered to them for replacement, for registration of transfer, or for exchange or payment. The Trustee shall
cancel all Securities surrendered for replacement, for registration of transfer, or for exchange, payment, redemption or cancellation
and may destroy canceled Securities and, if so destroyed, shall issue a certificate of destruction to the Company. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 






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Section 3.10.          Computation
of Interest. Except as otherwise specified as contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.


 


Section 3.11.          Currency
and Manner of Payment in Respect of Securities. (a) Unless otherwise specified with respect to any Securities pursuant to Section 3.1,
with respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders
of which have not made the election provided for in paragraph (b) below, payment of the principal of, interest, if any, and other
amounts, if any, on any Registered Security of such series will be made in the currency or currencies or currency unit or units in which
such Registered Security is payable. The provisions of this Section 3.11, including without limitation any defined terms specified
herein, may be modified or superseded in whole or in part pursuant to Section 3.1 with respect to any Securities.


 


(b)           It
may be provided pursuant to Section 3.1, with respect to Registered Securities of any series, that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of or interest, if any, on such Registered Securities
in any of the currencies or currency units which may be designated for such election by delivering to the Trustee (or the applicable Paying
Agent) a written election with signature guarantees and in the applicable form established pursuant to Section 3.1, not later than
the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments
in any such currency or currency unit, such election will remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (or any applicable Paying Agent) for such series of Registered Securities
(but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date
to be effective for the payment to be made on such payment date, and no such change of election may be made with respect to payments to
be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which a notice
of redemption has been given by or on behalf of the Company). Any Holder of any such Registered Security who shall not have delivered
any such election to the Trustee (or any applicable Paying Agent) not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant currency or currency unit as provided in Section 3.11(a).
The Trustee (or the applicable Paying Agent) shall notify the Company and the Exchange Rate Agent as soon as practicable after the Election
Date of the aggregate Outstanding Principal Amount of Registered Securities for which Holders have made such written election.


 






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(c)           If
the election referred to in paragraph (b) above has been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with respect to any such Registered Securities, not
later than the fourth Business Day after the Election Date for each payment date for such Registered Securities, the Exchange Rate Agent
will deliver to the Company a written notice specifying, in the currency or currencies or currency unit or units in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of and interest, if any, on such Registered Securities to be
paid on such payment date, and specifying the amounts in such currency or currencies or currency unit or units so payable in respect of
such Registered Securities as to which the Holders of Registered Securities denominated in any currency or currencies or currency unit
or units shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred
to in paragraph (b) above has been provided for with respect to any Registered Securities of a series pursuant to Section 3.1,
and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 3.1, on the second Business
Day preceding such payment date the Company will deliver to the Trustee (or the applicable Paying Agent) an Exchange Rate Officers’
Certificate in respect of the Dollar, Foreign Currency or Currencies or other currency unit payments to be made on such payment date.
Unless otherwise specified pursuant to Section 3.1, the Dollar, Foreign Currency or Currencies or other currency unit amount receivable
by Holders of Registered Securities who have elected payment in a currency or currency unit as provided in paragraph (b) above shall
be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the second Business Day (the “Valuation
Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent
manifest error.


 


(d)           If
a Foreign Currency Conversion Event occurs with respect to a Foreign Currency or any other currency unit in which any of the Securities
are denominated or payable otherwise than pursuant to an election provided for pursuant to paragraph (b) above, then, unless otherwise
specified pursuant to Section 3.1, with respect to each date for the payment of principal of and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the last date on which such Foreign
Currency or such other currency unit was used (the “Foreign Currency Conversion Date”), the Dollar shall be the currency
of payment for use on each such payment date (but such Foreign Currency or such other currency unit that was previously the currency of
payment shall, at the Company’s election, resume being the currency of payment on the first such payment date preceded by 15 Business
Days during which the circumstances which gave rise to the Dollar becoming such currency of payment no longer prevail). Unless otherwise
specified pursuant to Section 3.1, the Dollar amount to be paid by the Company to the Trustee or any applicable Paying Agent and
by the Trustee or any applicable Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case
of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a Foreign Currency
that is a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner
provided in paragraph (f) or (g) below.


 






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(e)           Unless
otherwise specified pursuant to Section 3.1, if the Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other currencies as provided in paragraph (b) above, and
(i) a Foreign Currency Conversion Event occurs with respect to any such elected currency or currency unit, such Holder shall
receive payment in the currency or currency unit in which payment would have been made in the absence of such election and (ii) if
a Foreign Currency Conversion Event occurs with respect to the currency or currency unit in which payment would have been made in the
absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.11 (but,
subject to any contravening valid election pursuant to paragraph (b) above, the elected payment currency or currency unit, in the
case of the circumstances described in clause (i) above, or the payment currency or currency unit in the absence of such election,
in the case of the circumstances described in clause (ii) above, shall, at the Company’s election, resume being the currency
or currency unit of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by
15 Business Days during which the circumstances which gave rise to such currency or currency unit, in the case of the circumstances described
in clause (i) above, or the Dollar, in the case of the circumstances described in clause (ii) above, becoming the currency or
currency unit, as applicable, of payment, no longer prevail).


 


(f)           The
 “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each
subsequent payment date by the Exchange Rate Agent by converting the specified Foreign Currency into Dollars at the Market Exchange Rate
on the Foreign Currency Conversion Date.


 


(g)           The
 “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency (as each
such term is defined in paragraph (h) below) into Dollars at the Market Exchange Rate for such Component Currency on the Valuation
Date with respect to each payment.


 


(h)           For
purposes of this Section 3.11, the following terms shall have the following meanings:


 


A “Component Currency”
shall mean any currency which, on the Foreign Currency Conversion Date, was a component currency of the relevant currency unit.


 


“Election Date” shall
mean the Regular Record Date for the applicable series of Registered Securities as specified pursuant to Section 3.1 by which the
written election referred to in Section 3.11(b) may be made.


 






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“Euro” means the lawful
currency of the member states of the European Union that have adopted or adopt the single currency in accordance with the Treaty establishing
the European Community, as amended.


 


“Exchange Rate Agent,”
when used with respect to Securities of or within any series, shall mean, unless otherwise specified with respect to any Securities pursuant
to Section 3.1, a New York Clearing House bank designated pursuant to Section 3.1 or Section 3.12.


 


“Exchange Rate Officer’s
Certificate” shall mean a certificate setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal and interest, if any (on an aggregate basis and on
the basis of a Security having the lowest denomination Outstanding Principal Amount in the relevant currency or currency unit), payable
with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable bid quotation, signed by any Authorized
Officer or by any other Officer.


 


“Foreign Currency”
shall mean any currency issued by the government or governments of one or more countries other than the United States or by any recognized
confederation or association of such governments and shall include the Euro.


 


“Foreign Currency Conversion
Event” shall mean the cessation of use of (i) a Foreign Currency both by the government of the country which issued
such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking
community or (ii) any currency unit for the purposes for which it was established.


 






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“Market Exchange Rate”
shall mean, unless otherwise specified with respect to any Securities pursuant to Section 3.1, as of any date of determination, (i) for
any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the
relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.1 for the Securities
of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for
any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market
at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased
with the Foreign Currency from which conversion is being made from major banks located in New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified
with respect to any Securities pursuant to Section 3.1, in the event of the unavailability of any of the exchange rates provided
for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more
major banks in New York City, London or other principal market for such currency or currency unit in question (which may include any such
bank acting as Trustee under this Indenture), or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident
issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments
in respect of such securities.


 


A “Specified Amount”
of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which such Component Currency represented
in the relevant currency unit on the Foreign Currency Conversion Date. If after the Foreign Currency Conversion Date the official unit
of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided
or multiplied in the same proportion. If after the Foreign Currency Conversion Date two or more Component Currencies are consolidated
into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Foreign
Currency Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency
shall be replaced by specified amounts of such two or more currencies, the sum of which, at the Market Exchange Rate of such two or more
currencies on the date of such replacement, shall be equal to the Specified Amount of such former Component Currency and such amounts
shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the Foreign Currency Conversion
Date of the relevant currency unit, a Foreign Currency Conversion Event (other than any event referred to above in this definition of
 “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency
Unit, be converted into Dollars at the Market Exchange Rate in effect on the Foreign Currency Conversion Date of such Component Currency.


 






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All decisions and determinations of the Exchange
Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate
and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the Trustee (and any applicable Paying Agent) and all Holders of
Securities denominated or payable in the relevant currency, currencies or currency units. The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or determination.


 


In the event that the Company determines in good
faith that a Foreign Currency Conversion Event has occurred with respect to a Foreign Currency, the Company will promptly give written
notice thereof to the Trustee (or any applicable Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying Agent)
will promptly thereafter give notice in the manner provided in Section 1.6 to the affected Holders) specifying the Foreign Currency
Conversion Date. In the event the Company so determines that a Foreign Currency Conversion Event has occurred with respect to any currency
unit in which Securities are denominated or payable, the Company will promptly give written notice thereof to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly thereafter give notice in the manner
provided in Section 1.6 to the affected Holders) specifying the Foreign Currency Conversion Date and the Specified Amount of each
Component Currency on the Foreign Currency Conversion Date. In the event the Company determines in good faith that any subsequent change
in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written
notice to the Trustee (or any applicable Paying Agent) and to the Exchange Rate Agent.


 


The Trustee of the appropriate series of Securities
shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent
and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company
or the Exchange Rate Agent.


 


Section 3.12.         Appointment
and Resignation of Exchange Rate Agent. (a) Unless otherwise specified pursuant to Section 3.1, if and so long as the Securities
of any series (i) are denominated in a currency or currency unit other than Dollars or (ii) may be payable in
a currency or currency unit other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause
the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.11
for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued currency or
currencies or currency unit or units into the applicable payment currency or currency unit for the payment of principal and interest,
if any, pursuant to Section 3.11.


 






    	 	46	 



     


    

 


(b)           No
resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the
Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange Rate Agent.


 


(c)           If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series, the Company shall promptly appoint a successor Exchange
Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified
pursuant to Section 3.1, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular
series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same currency
or currencies or currency unit or units).


 


Section 3.13.          CUSIP
Numbers. The Company in issuing Securities may use “CUSIP” numbers (if then generally in use), and if so, the Trustee
may use the CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may
state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Securities,
that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption or exchange shall
not be affected by any defect or omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in CUSIP numbers
known to an Officer of the Company.


 


ARTICLE IV


 


STATUS OF THE SECURITIES


 


Section 4.1.            Acknowledgements.
Each Holder of Securities (including each holder of beneficial interests in a Security in global form) by its purchase or holding of a
Security is taken to acknowledge that:


 





(a)            the
Company intends that the Securities constitute Tier 2 Capital and be able to absorb losses at the point of non-viability as described
in the Prudential Standards;


 






    	 	47	 



     


    

 


(b)           the
Company’s obligations in respect of the Securities are subordinated pursuant to Section 4.2 of this Indenture; and


 


(c)            the
Securities are subject to Conversion or Write-off pursuant to Articles V and VI. There are two methods of loss absorption:


 


(i)             Conversion,
subject to possible Write-off pursuant to Section 5.2 of this Indenture; or


 


(ii)            Write-off
without Conversion pursuant to Section 5.2 of this Indenture.


 


Unless an indenture supplemental hereto for the
Securities of any series specifies otherwise, the primary method of loss absorption will be Conversion, subject to possible Write-off
pursuant to Section 5.2 of this Indenture.


 


Section 4.2.            Status
and Subordination. (a) Holders of Securities do not have any right to prove in a Winding-Up in respect of Securities, except
pursuant to Section 4.4 of this Indenture;


 


(b)           Securities
constitute direct and unsecured subordinated obligations of the Company and will rank for payment in a Winding-Up pursuant to Section 4.4
of this Indenture; and


 


(c)            Securities
will not constitute protected accounts or deposit liabilities of the Company in Australia for the purposes of the Australian Banking Act.


 


Section 4.3.            Solvency
Condition. Prior to a Winding-Up:


 


(a)            the
obligation of the Company to make any payment of principal or interest in respect of Securities shall be conditional upon the Company
being Solvent at the time the payment or other amount owing becomes due; and


 


(b)           no
payment of principal or interest shall be made in respect of Securities except to the extent that the Company may make such payment and
still be Solvent immediately thereafter.


 


A certificate as to whether the Company is Solvent
signed by two authorized signatories of the Company or, if the Company is in Winding-Up, the Liquidator, shall, in the absence of fraud
or manifest or proven error, be conclusive evidence of the information contained in such certificate. In the absence of such a certificate,
a Holder of Securities shall be entitled to assume (unless the contrary is proved) that the Company is, and will after any payment as
aforesaid, be Solvent.


 






    	 	48	 



     


    

 


Until Securities have been Converted or Written-off:


 


(i)             interest
will continue to accrue on any principal not paid as a consequence of the provisions of this Section 4.3 at the Interest Rate; and


 


(ii)            any
interest not paid to a Holder of Securities as a consequence of the provisions of this Section 4.3 shall remain due and payable and
shall accumulate with compounding.


 


Any amount not paid as a consequence of the provisions
of this Section 4.3: (x) shall remain a debt owing to the Holder of Securities by the Company until it is paid and shall be
payable on the first date on which the provisions of paragraphs (a) and (b) of this Section 4.3 would allow payment of
such amount (whether or not such date is otherwise a date on which interest is payable or other date on which such amount becomes due);
and (y) shall not constitute an Event of Default.


 


Section 4.4.           Winding-Up.
In a Winding-Up:


 


(a)            neither
the Trustee nor any Holder of Securities shall have any right or claim against the Company in respect of the principal of or interest
on Securities, to the extent any such Securities have been Converted or Written-off; and


 


(b)           the
rights and claims of the Trustee or any Holder of Securities against the Company to recover any principal or interest in respect of Securities
that have not been Converted or Written-off shall:


 


(i)             be
subordinate to, and rank junior in right of payment to, the obligations of the Company to Senior Creditors and all such obligations to
Senior Creditors shall be entitled to be paid in full before any payment shall be paid on account of any sums payable in respect of such
Securities;


 


(ii)            rank
equally with the obligations of the Company to the Holders of other Securities that have not been Converted or Written-off (or that have
been partially Converted or Written-off), and the obligations of the Company to holders of Equal Ranking Instruments; and


 


(iii)           rank
prior to, and senior in right of payment to, the obligations of the Company to holders of Ordinary Shares, and other Junior Ranking Capital
Instruments.


 






    	 	49	 



     


    

 


Unless and until Senior Creditors have been paid
in full, neither the Trustee nor any Holder of Securities that have not been Converted or Written-off (or that have been partially Converted
or Written-off) will be entitled to claim in the Winding-Up in competition with Senior Creditors so as to diminish any payment
which, but for that claim, Senior Creditors would have been entitled to receive.


 


In a Winding-Up, the Trustee and any Holder of
Securities that have not been Converted or Written-off (or that have been partially Converted or Written-off) will only
be entitled to prove for any sums payable in respect of the Securities as a liability which is subject to prior payment in full of Senior
Creditors. Holders of Securities waive in respect of any Security, to the fullest extent permitted by law, any right to prove in a Winding-Up
as a creditor ranking for payment in any other manner. The Trustee and any Holder of Securities will have no further or other claim on
the Company in a Winding-Up, other than the claim for the Outstanding Principal Amount and interest, as described above, and in the case
of the Trustee, its claims under Section 9.8 of this Indenture.


 


However, it is unlikely a Winding-Up will occur
without a Non-Viability Trigger Event having occurred first and the Securities being Converted or Written-off. In that event:


 


		·	if the Securities have Converted into Ordinary Shares, holders will rank equally with existing holders of Ordinary Shares; and



 


		·	if the Securities are Written-off, all rights in relation to the Securities will be terminated, and holders will not have their Outstanding
Principal Amount repaid or receive any outstanding interest or accrued interest, or have the right to have the Securities Converted into
Ordinary Shares. In such an event, a Holder’s investment in the Securities will lose all of its value and such Holder will not receive
any compensation.



 


Section 4.5.            No
Set-Off. Neither the Company nor the Trustee or any Holder of Securities is entitled to set-off any amounts due in respect of Securities
held by the Holder against any amount of any nature owed by the Company to such Holder or by such Holder to the Company.


 


Section 4.6.            Clawback.
Each Holder of Securities (including each holder of beneficial interests in a Security in global form) by its purchase or holding of a
Security is taken to have irrevocably acknowledged and agreed that it or the Trustee will pay or deliver to the Liquidator any payment
or asset, whether voluntary or in any other circumstances, received by such Holder or the Trustee from or on account of the Company (including
by way of credit, set-off or otherwise) or from any Liquidator (or any provisional or other liquidator, receiver, manager or statutory
manager of the Company) in violation of Section 4.2 or Article VIII of this Indenture.


 






    	 	50	 



     


    

 


Section 4.7.            Other
Provisions. Each Holder of Securities (including each holder of beneficial interests in a Security in global form) by its purchase
or holding of a Security is taken to have irrevocably acknowledged and agreed:


 


(a)            that
the provisions of Sections 4.2 and 4.4 of this Indenture constitute a debt subordination for the purposes of section 563C of the Australian
Corporations Act;


 


(b)           without
limiting its rights existing otherwise than as a Holder of a Security, that it must not exercise its voting or other rights as an unsecured
creditor in the Winding-Up in any jurisdiction until after all Senior Creditors have been paid in full or otherwise to defeat, negate
or in any way challenge the enforceability of the subordination provisions of Sections 4.2 and 4.4 of this Indenture; and


 


(c)            that
the debt subordination effected by the provisions of Sections 4.2 and 4.4 of this Indenture are not affected by any act or omission of
the Company or a Senior Creditor which might otherwise affect it at law or in equity.


 


No consent of any Senior Creditor shall be required
for any amendment of the provisions of Sections 4.2 and 4.4 of this Indenture in relation to any Outstanding Securities.


 


ARTICLE V


 


NON-VIABILITY, CONVERSION AND WRITE-OFF


 


Section 5.1.            Non-Viability
Trigger Event. (a) If a Non-Viability Trigger Event occurs, the Company must:


 


(i)             subject
to the limitations of Section 5.3 of this Indenture, Convert; or


 


(ii)            if
an indenture supplemental hereto for the Securities of any series specifies that the primary method of loss absorption will be Write-off
without Conversion pursuant to Section 5.3 of this Indenture, Write-off,


 


all Securities or, if paragraph (a) of the definition of “Non-Viability
Trigger Event” applies, subject to the provisions of Section 5.1(b) of this Indenture, all or some Securities (or a percentage
of the Outstanding Principal Amount of each Security), such that the aggregate Outstanding Principal Amount of all Securities Converted
or Written-off, together with the outstanding principal amount of all other Relevant Securities converted, written-off or written-down
pursuant to Section 5.1(b) of this Indenture, is equal to the aggregate outstanding principal amount of Relevant Securities
as is necessary to satisfy APRA that the Company will no longer be non-viable).


 






    	 	51	 



     


    

 


(b)           In
determining the Securities or percentage of the Outstanding Principal Amount of each Security which must be Converted or Written-off pursuant
to this Section 5.1, the Company will:


 


(i)             first,
convert, write-off or write-down an amount of the outstanding principal amount of all outstanding Relevant Tier 1 Securities before Conversion
or Write-off of the Securities; and


 


(ii)            second,
if conversion, write-off or write-down of those Relevant Tier 1 Securities is not sufficient to satisfy APRA that the Company would not
become non-viable, Convert or Write-off (in the case of the Securities) and convert, write-off or write-down (in the case of any other
Relevant Tier 2 Securities), on a pro-rata basis or in a manner that is otherwise, in the Company’s opinion, fair and reasonable,
the Outstanding Principal Amount of each Security and outstanding principal amount of all other Relevant Tier 2 Securities (subject to
such adjustments as the Company may determine to take into account the effect on marketable parcels and the need to round to whole numbers
of Ordinary Shares, the authorized denominations of any Relevant Tier 2 Securities remaining on issue, and the need to effect the conversion,
write-off or write-down immediately) and for the purpose of this Section 5.1(b)(ii) where the Specified Currency of the outstanding
principal amount of Relevant Tier 2 Securities is not Australian Dollars, the Company may for purposes of determining the outstanding
principal amount to be converted, written-off or written-down, convert the outstanding principal amount to Australian Dollars at such
rate of exchange determined in accordance with the terms of such Relevant Tier 2 Securities or, if the conversion provisions in such terms
do not specify a rate of exchange, at such rate of exchange as the Company in good faith considers reasonable,


 


but such determination will not impede the immediate Conversion or
Write-off of the relevant Securities or percentage of the Outstanding Principal Amount of each Security (as the case may be).


 


(c)           If
a Non-Viability Trigger Event occurs:


 


(i)             the
Securities or the percentage of the Outstanding Principal Amount of each Security determined pursuant to Sections 5.1(a) and (b) of
this Indenture shall be Converted or Written-off immediately upon the occurrence of the Non-Viability Trigger Event pursuant to Sections
5.2 and Article VI of this Indenture. The Conversion or Write-off will be irrevocable;


 






    	 	52	 



     


    

 


(ii)            the
Company is required to give notice to the Trustee and Holders of affected Securities pursuant to Sections 1.6 and 3.8 of this Indenture
and the ASX as soon as practicable that a Non-Viability Trigger Event has occurred and that Conversion or Write-off has occurred on the
Non-Viability Trigger Event Date;


 


(iii)           the
notice must specify (A) the date on which Conversion or Write-off occurred (the “Non-Viability Trigger Event Date”),
and the Securities which were or percentage of the Outstanding Principal Amount of each Security which was Converted or, if subject to
Section 5.3 of this Indenture, Written-off, and (B) details of the Relevant Securities converted, written-off or written-down
pursuant to Section 5.1(b) of this Indenture; and


 


(iv)          in
the case of Conversion, the notice must specify the details of the Conversion process, including any details which were taken into account
in relation to the effect on marketable parcels and whole numbers of Ordinary Shares, and the impact on any Securities outstanding.


 


The Company’s failure to undertake any steps
pursuant to Sections 5.1(c)(ii) to (iv) of this Indenture will not prevent, invalidate, delay or otherwise impede Conversion
or Write-off.


 


APRA will not approve partial conversion or
partial write-off in those exceptional circumstances where a public sector injection of capital is deemed necessary.


 


Section 5.2.           Automatic
Conversion or Write-off upon the Occurrence of a Non-Viability Trigger Event. If a Non-Viability Trigger Event has occurred and all
or some Securities are (or a percentage of the Outstanding Principal Amount of each Security is) required to be Converted or Written-off
pursuant to Section 5.1 of this Indenture, then:


 


(a)            Conversion
or Write-off of such Securities or percentage of the Outstanding Principal Amount of each Security will occur pursuant to Section 5.1
of this Indenture and, if applicable, Section 5.3 of this Indenture immediately upon the Non-Viability Trigger Event Date;


 






    	 	53	 



     


    

 


(b)           in
the case of Conversion and subject to the provisions of Section 6.10 of this Indenture, each Holder of a Security that has been Converted
in whole or in part pursuant to Section 5.1 of this Indenture will be entitled to (i) the Conversion Number of Ordinary Shares
in respect of such Securities or the percentage of the Outstanding Principal Amount of each Security held by such Holder so Converted
determined pursuant to Section 6.1 of this Indenture, and (ii) unless the Securities shall have been Converted or Written-off
in full, to Securities with an Outstanding Principal Amount equal to the aggregate of the remaining percentage of the Outstanding Principal
Amount of each Security held by such Holder, and the Company shall recognize the Holder as having been issued the Conversion Number of
Ordinary Shares in respect of such portion of Converted Securities for all purposes, in each case without the need for any further act
or step by the Company, the Holder or any other person (and the Company shall, as soon as possible thereafter and without delay on its
part, take any appropriate procedural steps to effect such Conversion, including updating the Ordinary Share register); and


 


(c)            a
Holder of Securities has no further right or claim in respect of such Securities or percentage of the Outstanding Principal Amount of
each Security so Converted or Written-off (including to payments of interest or accrued but unpaid interest, and the repayment of Outstanding
Principal Amount), except such Holder’s entitlement, if any, to Securities which have not been required to be Converted or Written-off
or Securities representing the Outstanding Principal Amount of such Securities which have not been required to be Converted or Written-off
and, in the case of Conversion, subject to the provisions of Section 6.10 of this Indenture, to the Conversion Number of Ordinary
Shares issuable pursuant to Article VI.


 


Section 5.3.            No
Further Rights. If:


 


(a)            for
any reason, Conversion of a Security (or a percentage of the Outstanding Principal Amount of each Security) required to be Converted under
the provisions of Section 5.1 of this Indenture does not occur within five ASX Business Days after the Non-Viability Trigger Event
Date; or


 


(b)            an
indenture supplemental hereto for the Securities of any series specifies that the primary method of loss absorption will be Write-off
without Conversion in accordance with the provisions of Section 5.3 of this Indenture,


 


then:


 


(c)            the
relevant rights and claims of Holders of Securities in relation to such Securities or the percentage of the Outstanding Principal Amount
of such Securities to be Converted or Written-off (including to payments of interest or accrued but unpaid interest, and the repayment
of Outstanding Principal Amount and, in the case of Conversion, to be issued with the Conversion Number of Ordinary Shares in respect
of such Securities or percentage of the Outstanding Principal Amount of each Security), are immediately and irrevocably written-off and
terminated with effect on and from the Non-Viability Trigger Event Date (“Write-off”; “Written-off”
shall have a corresponding meaning); and


 






    	 	54	 



     


    

 


(d)           the
Outstanding Principal Amount of such Securities shall be reduced on the Non-Viability Trigger Event Date by the Outstanding Principal
Amount of the Securities to be Converted or Written-off, as determined in accordance with the provisions of Sections 5.1(a) and (b) of
this Indenture and any accrued but unpaid interest shall be correspondingly reduced.


 


Section 5.4.            Consent
to Receive Ordinary Shares and Other Acknowledgements. Subject to any Write-off required in accordance with the provisions of Section 5.3
of this Indenture, each Holder of Securities (including each holder of beneficial interests in a Security in global form) by its purchase
or holding thereof shall be deemed to have irrevocably agreed that:


 


(a)            upon
Conversion in accordance with the provisions of this Article V and Article VI of this Indenture, it consents to becoming a holder
of Ordinary Shares and agrees to be bound by the constitution of the Company;


 


(b)           unless
the provisions described in Section 6.10(b) below apply, it (or the Holder’s Nominee on its behalf) is obliged to accept
Ordinary Shares upon Conversion notwithstanding anything that might otherwise affect a Conversion of the Securities, including::


 


(i)             any
change in the financial position of the Company since the issue of the Securities;


 


(ii)            any
disruption to the market or potential market for Ordinary Shares or capital markets generally; or


 


(iii)           any
breach by the Company of any obligation in connection with the Securities;


 


(c)


 


(i)             Conversion
is not subject to any conditions other than those expressly set forth in this Article V and Article VI of this Indenture;


 


(ii)            Conversion
must occur immediately on the Non-Viability Trigger Event Date and Conversion may result in disruption or failures in trading or dealings
in the Securities;


 


(iii)           it
will not have any rights to vote in respect of any Conversion (whether as a Holder of a Security or as a prospective holder of an Ordinary
Share); and


 






    	 	55	 



     


    

 


(iv)            notwithstanding
the provisions of Section 6.9 of this Indenture, Ordinary Shares issued on Conversion may not be quoted at the time of Conversion
or at all;


 


(d)            where
the provisions of Section 5.3 of this Indenture apply, no other conditions or events will affect the operation of such provisions
and it will not have any rights to vote in respect of any Write-off under such provisions; and


 


(e)            it
has no remedies on account of the failure of the Company to issue Ordinary Shares in accordance with the provisions of Section 6
of this Indenture other than, subject to the provisions of Section 5.3 of this Indenture, to seek specific performance of the Company’s
obligation to issue Ordinary Shares.


 


Section 5.5.            Issue
of Ordinary Shares of Successor Company. If the Company shall cease to be the ultimate parent company of the Group and the successor
company is an Approved Successor, the provisions of this Indenture may be amended in accordance with the provisions of Section 6.14
of this Indenture.


 


Section 5.6.            No
Conversion at the Option of the Holders. Holders of Securities do not have a right to request Conversion of their Securities at any
time.


 


Section 5.7.            Priority
of Early Conversion Obligation. A Conversion or Write-off required because of a Non-Viability Trigger Event shall take place on the
date, and in the manner set forth herein or in any indenture supplemental hereto, notwithstanding any redemption set forth herein or in
such indenture supplement.


 


Section 5.8.            No
Rights before Conversion. Before Conversion, a Security confers no rights on a Holder of Securities:


 


(a)            to
vote at, or receive notices of, any meeting of shareholders (referred to as “members” under the Company’s constitution)
of the Company;


 


(b)           to
subscribe for new securities or to participate in any bonus issues of securities of the Company; or


 


(c)            to
otherwise participate in the profits or property of the Company,


 


except as otherwise provided herein or in an indenture supplemental
hereto for the Securities of any series.


 






    	 	56	 



     


    

 


Section 5.9.           Trustee’s
Rights upon Conversion or Write-off .


 


(a)            By
its acquisition of the Securities, each Holder of the Securities (including each holder of beneficial interests in a Security in global
form), to the extent permitted by law, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee
in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, abstains from taking, or fails
to take, in any case in accordance with the Conversion or Write-off of the Securities other than for the Trustee’s gross negligence
or willful misconduct.


 


(b)           Holders
of the Securities that acquire such Securities in the secondary market (including each holder of beneficial interests in a Security in
global form) shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent
as the Holders of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect
to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the Conversion
and Write-off of the Securities.


 


(c)           The
Company’s obligation to indemnify and reimburse the Trustee under this Indenture shall survive Conversion and Write-off of the Securities.


 


(d)           Unless
otherwise required by APRA, the parties hereto hereby agree that they will not amend, change or modify the rights, immunities, indemnities
and protections of the Trustee relating to the Conversion and Write-off of the Securities without the Trustee’s written consent
and that any such amendment, change or modification will be made in an amendment or supplement to this Indenture.


 


(e)            By
its acquisition of the Securities, each Holder of the Securities (including each holder of beneficial interests in a Security in global
form) acknowledges and agrees that, upon Conversion or Write-off of the Securities, (i) the Trustee shall not be required to take
any further directions from such Holder of the Securities (or holder of beneficial interests in a Security in global form) either under
the terms of the Securities or this Indenture unless secured or indemnified to its satisfaction by such Holder of the Securities (or holder
of beneficial interests in a Security in global form), (ii) it may not direct the Trustee to take any action whatsoever, including
without limitation, any challenge to the Conversion or Write-off of the Securities or request to call a meeting or take any other action
under the Indenture in connection with the Conversion or Write-off of the Securities unless secured or indemnified to its satisfaction
by such Holder of the Securities (or holder of beneficial interests in a Security in global form) and (iii) neither this Indenture
nor the Securities shall impose any duties upon the Trustee whatsoever with respect to the Conversion or Write-off of the Securities.
Notwithstanding the foregoing, if, following the Conversion or Write-off of the Securities, any Securities remain outstanding, then the
Trustee’s duties under this Indenture shall remain applicable with respect to the remaining Outstanding Securities which have not
been so Converted or Written-off.


 









    	 	57	 



     


    

 



 


ARTICLE VI


 


PROCEDURES FOR CONVERSION


 


Section 6.1.            Conversion.
On the Non-Viability Trigger Event Date, subject to the provisions of Section 5.3 and Section 6.10 of this Indenture, the following
provisions will apply.


 


(a)            The
Company will allot and issue to each Holder of a Security the Conversion Number of Ordinary Shares for each Security. The Conversion Number
is, subject always to the Conversion Number being no greater than the Maximum Conversion Number calculated according to the following
formula:


 


	Conversion Number for each Security	=	Outstanding Principal Amount of the Security (translated into Australian Dollars in accordance with paragraph (b) of the definition of Outstanding Principal Amount where the calculation date shall be the Non-Viability Trigger Event Date)
	P x VWAP


 


where:


 


Outstanding
Principal Amount has the meaning given to it in Section 1.1 of this Indenture, as adjusted in accordance with Section 6.13
of this Indenture.


 


P
means the number specified in any indenture supplemental hereto.


 


VWAP
means the VWAP during the VWAP Period.


 


Maximum
Conversion Number means a number calculated according to the following
formula:


 






    	 	58	 



     


    

 


	Maximum Conversion Number for each Security	=	Outstanding Principal Amount of the Security (translated into Australian Dollars in accordance with paragraph (b) of the definition of Outstanding Principal Amount where the calculation date shall be the ASX Business Day prior to the issue date of the Securities of a series)
	0.20 x Issue Date VWAP


 


where:


 


Outstanding
Principal Amount has the meaning given to it in Section 1.1 of this Indenture, as adjusted in accordance with Section 6.13
of this Indenture.


 


If any Securities are Converted following a Non-Viability
Trigger Event, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. In this
case, the value of the Ordinary Shares received is likely to be significantly less than the Outstanding Principal Amount of those Securities.
The Australian dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion
Number is more likely to apply.


 


(b)            Subject
to the provisions of Section 6.10 of this Indenture, the rights of each Holder of Securities in relation to each Security (including
to payment of interest, if any, with respect to such Outstanding Principal Amount) that is being Converted as determined in accordance
with Sections 5.1(a) and (b) will be immediately and irrevocably written-off and terminated for an amount equal to the Outstanding
Principal Amount of such Security to be Converted as determined in accordance with Section 5.1 of this Indenture and the Company
will apply such Outstanding Principal Amount of each such Security to be so Converted to subscribe for the Ordinary Shares to be allotted
and issued under Section 6.1(a). Each Holder of a Security shall be deemed to have irrevocably directed that any amount payable under
the provisions of this Section 6.1 is to be applied in accordance with this Section 6.1 without delay (notwithstanding any other
terms and conditions described in this Indenture providing for payments to be delayed) and Holders do not have any right to payment in
any other manner.


 


(c)            Any
calculation under Section 6.1(a) shall, unless the context requires otherwise, be rounded to four decimal places provided that
if the total number of Ordinary Shares to be allotted and issued to a Holder of Securities in respect of such Holder’s aggregate
holding of Securities includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will not be issued or delivered on
Conversion.


 






    	 	59	 



     


    

 


Section 6.2.             Adjustments
to VWAP Generally. For the purposes of calculating VWAP under the provisions of Section 6.1 of this Indenture:


 


(a)            where,
on some or all of the ASX Business Days in the relevant VWAP Period, Ordinary Shares have been quoted on ASX as cum dividend or cum any
other distribution or entitlement and Securities shall be Converted into Ordinary Shares after that date and those Ordinary Shares will
no longer carry that dividend or that other distribution or entitlement, then the VWAP on the ASX Business Days on which those Ordinary
Shares have been quoted cum dividend or cum any other distribution or entitlement shall be reduced by an amount (the “Cum Value”),
equal to:


 


(i)            in
the case of a dividend or other distribution, the amount of that dividend or other distribution including, if the dividend or distribution
is franked, the amount that would be included in the assessable income of a recipient of the dividend or distribution who is a natural
person resident in Australia under the Tax Legislation;


 


(ii)            in
the case of any entitlement that is not a dividend or other distribution for which adjustment is made under the provisions of Section 6.2(a)(i) of
this Indenture which is traded on the ASX on any of those ASX Business Days, the volume weighted average price of all such entitlements
sold on ASX during the VWAP Period on the ASX Business Days on which those entitlements were traded (excluding trades of the kind that
would be excluded in determining VWAP under the definition of that term); or


 


(iii)            in
the case of other entitlements for which adjustment is not made under the provisions of Sections 6.2(a)(i) or (ii) of this Indenture,
the value of the entitlement as reasonably determined by the Company; and


 


(b)            where,
on some or all of the ASX Business Days in the VWAP Period, Ordinary Shares have been quoted as ex dividend or ex any other distribution
or entitlement, and Securities will be Converted into Ordinary Shares which would be entitled to receive the relevant dividend, distribution
or entitlement, the VWAP on the ASX Business Days on which those Ordinary Shares have been quoted ex dividend or ex any other distribution
or entitlement will be increased by the Cum Value.


 






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Section 6.3.              Adjustments
to VWAP for Capital Reconstruction. (a) Where during the relevant VWAP Period there is a change to the number of Ordinary Shares
on issue because the Ordinary Shares are reconstructed, consolidated, divided or reclassified (in a manner not involving any cash payment
or the giving of another form of consideration to or by holders of Ordinary Shares) (a “Reclassification”), into a
lesser or greater number, the daily VWAP for each day in the VWAP Period which falls before the date on which trading in Ordinary Shares
is conducted on a post Reclassification basis will be adjusted by multiplying such daily VWAP by the following formula:


 


	A
	B


 


where:


 


A
means the aggregate number of Ordinary Shares immediately before the Reclassification; and


 


B
means the aggregate number of Ordinary Shares immediately after the Reclassification.


 


(b)            Any
adjustment made by the Company in accordance with the provisions of Section 6.3(a) of this Indenture will be effective and binding
on Holders of Securities.


 


Section 6.4.            Adjustments
to Issue Date VWAP Generally. For the purposes of determining the Issue Date VWAP pursuant to Section 6.1 of this Indenture,
adjustments will be made pursuant to Sections 6.2 and 6.3 of this Indenture during the period in which the Issue Date VWAP is determined.
On and from the issue date of the Securities of a series, adjustments to the Issue Date VWAP:


 


(a)            may
be made by the Company in accordance with the provisions of Sections 6.5 and 6.6, and 6.7 of this Indenture; and


 


(b)            if
so made, will be effective and binding on Holders.


 


Section 6.5.             Adjustments
to Issue Date VWAP for Bonus Issues. (a)  Subject to the provisions of Sections 6.5(b) and 6.5(c) of this Indenture,
if at any time after the issue date of the Security the Company makes a pro-rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally (in a manner not involving any cash payment or the giving of another form of consideration to or by holders of Ordinary
Shares), the Issue Date VWAP will be adjusted immediately in accordance with the following formula:


 


V = Vo x RD / (RD +RN)


 






    	 	61	 



     


    

 


where:


 


V
means the Issue Date VWAP applying immediately after the application of this formula;


 


Vo
means the Issue Date VWAP applying immediately prior to the application of this formula;


 


RD
means the number of Ordinary Shares on issue immediately prior to the allotment of new Ordinary Shares pursuant to the bonus issue; and


 


RN
means the number of Ordinary Shares issued pursuant to the bonus issue.


 


(b)            The
adjustment set forth in Section 6.5(a) of this Indenture does not apply to Ordinary Shares issued as part of a bonus share plan,
employee or executive share plan, executive option plan, share top up plan, share purchase plan or a dividend reinvestment plan.


 


(c)            For
the purpose of this Section 6.5, an issue will be regarded as a bonus issue notwithstanding that the Company does not make offers
to some or all holders of Ordinary Shares with registered addresses outside Australia, provided that in so doing the Company is not in
contravention of the ASX Listing Rules.


 


(d)            No
adjustments to the Issue Date VWAP will be made under this Section 6.5 for any offer of Ordinary Shares not covered by Section 6.5(a) above,
including a rights issue or other essentially pro rata issues.


 


(e)            The
fact that no adjustment is made for an issue of Ordinary Shares except as covered by Section 6.5(a) above shall not in any way
restrict the Company from issuing Ordinary Shares at any time on such terms as it sees fit nor require any consent or concurrence of any
Holders.


 


(f)            Any
adjustment made by the Company in accordance with Section 6.5(a) above will be effective and binding on Holders.


 


Section 6.6.     Adjustments
to Issue Date VWAP for Capital Reconstruction.


 


(a)            If
at any time after the issue date of the Securities of a series there is a change to the number of Ordinary Shares on issue because of
a Reclassification (in a manner not involving any cash payment or the giving of another form of consideration to or by holders of Ordinary
Shares) into a lesser or greater number, the Issue Date VWAP will be adjusted by multiplying the Issue Date VWAP applicable on the ASX
Business Day immediately before the date of any such Reclassification by the following formula:


 


	A
	B


 






    	 	62	 



     


    

 


where:


 


A
means the aggregate number of Ordinary Shares on issue immediately before the Reclassification; and


 


B
means the aggregate number of Ordinary Shares on issue immediately after the Reclassification.


 


(b)            Any
adjustment made by the Company in accordance with Section 6.6(a) above will be effective and binding on Holders.


 


(c)            Each
Holder acknowledges that the Company may consolidate, divide or reclassify Ordinary Shares so that there is a lesser or greater number
of Ordinary Shares at any time in its absolute discretion without any such action requiring any consent or concurrence of any Holders.


 


Section 6.7.             No
Adjustment to Issue Date VWAP in Certain Circumstances. Notwithstanding the provisions of Section 6.5 of this Indenture, no adjustment
will be made to the Issue Date VWAP where any such adjustment (expressed in Australian Dollars and cents and rounded to the nearest whole
cent with A$0.005 being rounded upwards) would be less than one per cent of the Issue Date VWAP then in effect.


 


Section 6.8.             Announcement
of Adjustments to Issue Date VWAP. The Company shall notify any adjustment to the Issue Date VWAP made as set forth in this Article VI
to ASX and to the Trustee and Holders of Securities pursuant to Sections 1.6 and 3.8 of this Indenture within 10 ASX Business Days of
the Company determining the adjustment and the adjustment will be final and binding.


 


Section 6.9.             Status
and Listing of Ordinary Shares. (a) Ordinary Shares issued or arising from Conversion will rank equally with, and will have the
same rights as, all other fully paid Ordinary Shares provided that the rights attaching to the Ordinary Shares issued or arising from
Conversion do not take effect until 5.00 pm (Sydney time) on the Non-Viability Trigger Event Date (or such other time required by APRA).
The Holders agree not to trade Ordinary Shares issued upon Conversion (except as permitted by the Australian Corporations Act, other applicable
laws, the ASX Listing Rules or any listing rules of any applicable Recognized Exchange) until the Company has taken such steps
as are required by the Australian Corporations Act, other applicable laws, the ASX Listing Rules or any listing rules of any
applicable Recognized Exchange, as applicable, for the Ordinary Shares to be freely tradable without further disclosure or other action
and agree to allow the Company to impose a holding lock or to refuse to register a transfer in respect of Ordinary Shares until such time.


 






    	 	63	 



     


    

 


(b)            The
Company shall use all reasonable endeavors to list the Ordinary Shares issued on Conversion of the Securities on ASX and to take all such
actions necessary for the Ordinary Shares so issued to become freely tradable without further disclosure or other action as referred to
in Section 6.9(a) above.


 


Section 6.10.           Conversion;
receipt of Ordinary Shares; where the Holder of Securities does not wish to receive Ordinary Shares; Holders’ Nominee.


 


		(a)	Where some or all of the Securities of a series (or a percentage of the Outstanding Principal Amount of a Security) are required to
be Converted pursuant to Section 5.1, a Holder of Securities or portion thereof that are subject to Conversion wishing to receive
Ordinary Shares must, no later than the Non-Viability Trigger Event Date (or, in the case where Section 6.10(b)(vii) of this
Indenture applies, within 30 days of the date on which Ordinary Shares are issued upon such Conversion), have provided to the Company
or (if then appointed) the Holders’ Nominee a notice setting out:



 


		(i)	its name and address (or the name and address of any person in whose name it directs the Ordinary Shares to be issued) for entry into
any register of title and receipt of any certificate or holding statement in respect of any Ordinary Shares to be issued on Conversion;



 


		(ii)	the security account details of such Holder of Securities in the Clearing House Electronic Subregister System of Australia, operated
by the ASX or its affiliates or successors (“CHESS”), or such other account to which the Ordinary Shares may be credited;
and



 


		(iii)	such other information as is reasonably requested by the Company for the purposes of enabling it to issue any Ordinary Shares to be
issued on Conversion to the Holder of Securities.



 


The Company shall have no duty to seek or obtain from any such
Holder of Securities any of the information required to be submitted pursuant to this Section 6.10(a).


 


		(b)	If a Security or a portion thereof is required to be Converted and:



 


		(i)	the Holder of the Security has notified the Company that it does not wish to receive Ordinary Shares as a result of the Conversion
(whether entirely or to the extent specified in the notice), which notice may be given at any time on or after the issue date of the Securities
of a series and no less than 15 Business Days prior to the Non-Viability Trigger Event Date;



 






    	 	64	 



     


    

 


		(ii)	the Security is held by a Foreign Holder or an Ineligible Holder;



 


		(iii)	the Holder of that Security is a Clearing System Holder;



 


		(iv)	for any reason (whether or not due to the fault of the Holder of the Security) the Company has not received the information required
by Section 6.10(a) of this Indenture prior to the Non-Viability Trigger Event Date and the lack of such information would prevent
the Company from issuing the Ordinary Shares to the Holder of the Security on the Non-Viability Trigger Event Date; or



 


		(v)	a FATCA Withholding is required to be made in respect of the Ordinary Shares issued upon Conversion,



 


then, on the Non-Viability Trigger Event Date:


 


		(vi)	where Sections 6.10(b)(i) or 6.10(b)(ii) of this Indenture apply, the Company shall issue the Ordinary Shares to the Holder
of the Security only to the extent (if at all) that:



 


		(A)	where Section 6.10(b)(i) of this Indenture applies, the Holder of the Security has subsequently notified the Company that
it wishes to receive them (provided that the Company shall have no obligation to comply with any notification received after the Non-Viability
Trigger Event Date); and



 


		(B)	where Section 6.10(b)(ii) of this Indenture applies, the Company is satisfied that the laws of both the Commonwealth of
Australia and the Foreign Holder’s country of residence permit the unconditional issue of Ordinary Shares to the Foreign Holder
or the laws of the country in respect to which the Holder would otherwise be an Ineligible Holder will be compiled with in respect of
the issue of Ordinary Shares to the Ineligible Holder (but as to which, in either case, the Company is not bound to enquire and any decision
is in its sole discretion),



 


and to the extent the Company is not
required to issue Ordinary Shares directly to the Holder of the Security, the Company will issue the balance of the Ordinary Shares to
the Holders’ Nominee in accordance with Section 6.10(b)(vii) of this Indenture;


 






    	 	65	 



     


    

 


		(vii)	otherwise, subject to applicable law, the Company will issue the balance of Ordinary Shares in respect of the Holder of the Security
to a competent nominee (which may not be the Company or any of its Related Entities) (the “Holders’ Nominee”)
and will promptly notify such Holder of the Security of the name of and contact information for the Holders’ Nominee and the number
of Ordinary Shares issued to the Holders’ Nominee on its behalf and, subject to applicable law and:



 


		(A)	subject to Section 6.10(b)(vii)(B) of this Indenture, the Holders’ Nominee will as soon as reasonably possible and
no later than 35 days after issue of the Ordinary Shares sell those Ordinary Shares and pay a cash amount equal to the net proceeds received,
after deducting any applicable brokerage fees, stamp duty and other taxes (including, without limitation, FATCA Withholding) and charges,
to the Holder of the Security, in each case arising in connection with the issuance or sale of such Ordinary Shares, and each Holders’
Nominee shall use the proceeds from such sale to pay any such fees, duties, taxes, charges and any FATCA Withholding arising in connection
with such issuance or sale; and



 


		(B)	where Sections 6.10(b)(iii) or 6.10(b)(iv) of this Indenture apply, the Holders’ Nominee will hold such Ordinary Shares
and will transfer Ordinary Shares to such Holder of the Securities (or, where Section 6.10(b)(iii) of this Indenture applies,
the person for whom the Clearing System Holder holds the Securities) promptly after such person provides the Holders’ Nominee with
the information required to be provided by such Holder of the Securities (as if a reference to the Company is a reference to the Holders’
Nominee and a reference to the issue of Ordinary Shares is a reference to the transfer of Ordinary Shares) but only where such information
is provided to the Holders’ Nominee within 30 days of the date on which Ordinary Shares are issued to the Holders’ Nominee
upon Conversion of such Securities and, where such Holder of the Securities fails to provide the Holders’ Nominee with the information
required to be provided by such Holder of the Securities, the Holders’ Nominee will sell the Ordinary Shares and pay the proceeds
to such person in accordance with Section 6.10(b)(vii)(A) of this Indenture;



 






    	 	66	 



     


    

 


		(viii)	nothing in this Section 6.10(b) shall affect the Conversion of the Securities of a Holder of the Securities who is not a
person to which any of Sections 6.10(b)(i) to 6.10(b)(v) of this Indenture (inclusive) described in this Section 6.10 applies;
and



 


		(ix)	for the purpose of this Section 6.10(b), neither the Company nor the Holders’ Nominee shall owe any obligations or duties
to the Holders of Securities in relation to the price at which Ordinary Shares are sold or shall have any liability for any loss suffered
by a Holder of the Securities as a result of the sale of Ordinary Shares.



 


		(c)	Subject to Section 5.3, if, in respect of a Conversion of Securities where Section 6.10(b)(vii) of this Indenture applies,
the Company fails to issue the Conversion Number of Ordinary Shares in respect of the Securities or percentage of the relevant Outstanding
Principal Amount of such Securities on the Non-Viability Trigger Event Date to any Holders’ Nominee, a Holder of Securities has
no further right or claim in respect of such Securities or the relevant portion thereof that is subject to Conversion except such Holder’s
entitlement to the Ordinary Shares issued upon Conversion to the Holders’ Nominee and to receive the Ordinary Shares or the proceeds
from their sale pursuant to Section 6.10(b) of this Indenture, and such Holder has no remedies on account of the Company’s
failure to issue Ordinary Shares other than as is provided in Section 5.4(e) of this Indenture. For the avoidance of doubt,
if in respect of a Conversion of Securities where Section 6.10(b)(vii) applies, a Write-off occurs under Section 5.3, a
Holder of Securities has no further right or claim in respect of such Securities or the relevant portion thereof that is subject to Conversion
(including that such Holder has no entitlement to Ordinary Shares nor any right to seek specific performance of the Company’s obligation
to issue Ordinary Shares as is provided in Section 5.4(e)).



 


Section 6.11.           Conversion
or Write-off if Amounts Not Paid. Conversion or Write-off may occur even if an amount shall not have been paid to a Holder of Securities
due to the Company’s inability to satisfy the solvency condition of Section 4.3 of this Indenture.


 


Section 6.12.           Conversion
or Write-off After Winding-Up Commences. If an order is made by a court, or an effective resolution is passed, for a Winding-Up, and
a Non-Viability Trigger Event occurs, then Conversion or Write-off shall occur (subject to the provisions of Section 5.3 of this
Indenture) in accordance with the provisions of Sections 5.1 and 5.2 of this Indenture.


 






    	 	67	 



     


    

 


Section 6.13.           Conversion
or Write-off of a Percentage of Outstanding Principal Amount. If in accordance with the provisions of Section 5.1 of this Indenture,
a percentage of the Outstanding Principal Amount of each Security of a series is required to be Converted or Written-off upon the occurrence
of a Non-Viability Trigger Event, then this Article VI will apply to the Conversion or Write-off as if references to the Outstanding
Principal Amount of each Security were references to the relevant percentage of the Outstanding Principal Amount of each Security to be
Converted or Written-off.


 


Section 6.14.          Amendment
of Terms and Conditions Relating to Conversion for Approved Successor. (a) If:


 


(i)              it
is proposed that the Company be replaced as the ultimate parent company of the Group by an Approved Successor (the “Replacement”);
and


 


(ii)            the
Approved Successor agrees to expressly assume, by supplemental indenture to this Indenture, the Company’s obligations in respect
of the Securities for the benefit of Holders of Securities under which it agrees (among other things):


 


(A)            to
deliver fully paid ordinary shares in the capital of the Approved Successor (the “Approved Successor Shares”), under
all circumstances when the Company would have otherwise been obliged to deliver Ordinary Shares on a Conversion, subject to the same terms
and conditions set forth in this Indenture, as amended in accordance with the provisions of this Section 6.14; and


 


(B)            to
use all reasonable endeavors and furnish all such documents, information and undertakings as may be reasonably necessary in order to procure
quotation of the Approved Successor Shares issued under the terms and conditions of this Indenture on the stock exchanges on which the
other Approved Successor Shares are quoted at the time of a Conversion,


 


the Company may, with APRA’s prior written approval,
but without the authority, assent or approval of Holders of Securities, give a notice (an “Approved Replacement Notice”),
to Holders of Securities pursuant to Sections 1.6 and 3.8 of this Indenture (which, if given, must be given as soon as practicable before
the Replacement and in any event no later than 10 ASX Business Days before the Replacement occurs).


 






    	 	68	 



     


    

 


(b)            An
Approved Replacement Notice must specify the amendments to the terms and conditions of the Securities which will be made in accordance
with the provisions of this Section 6.14, being those amendments which in the Company’s reasonable opinion are necessary, expedient
or appropriate to effect the substitution of the Approved Successor as the debtor in respect of Securities and the issuer of ordinary
shares on Conversion (including such amendments as are necessary, expedient or appropriate for the purposes of complying with the provisions
of Chapter 2L of the Australian Corporations Act where the Approved Successor is not an authorized deposit-taking institution under the
Australian Banking Act) or which are necessary, expedient or convenient in relation to taxes where the Approved Successor is incorporated
outside Australia.


 


(c)            An
Approved Replacement Notice, once given, shall be irrevocable.


 


(d)            If
the Company gives an Approved Replacement Notice to Holders of Securities in accordance with the provisions of Section 6.14(a) of
this Indenture, then with effect on and from the date specified in the Approved Replacement Notice:


 


(i)            the
Approved Successor shall assume all of the obligations of, and succeed to, and be substituted for, and may exercise every right and power
of, the Company in respect of the Securities with the same effect as if the Approved Successor had been the original issuer of the Securities;


 


(ii)            the
Company (or any corporation which has previously assumed the obligations of the Company) shall be released from its liability in respect
of the Securities; and


 


(iii)            references
to the Company herein shall be deemed to be references to the Approved Successor and references to Ordinary Shares herein shall be taken
to be references to Approved Successor Shares.


 


(e)            If
the Company gives an Approved Replacement Notice in accordance with the provisions of Section 6.14(a) of this Indenture, then
each Holder of Securities (including each holder of beneficial interests in a Security in global form) by its purchase and holding of
a Security shall be deemed to have irrevocably consented to becoming a member of the Approved Successor in respect of Approved Successor
Shares issued on Conversion and to have agreed to be bound by the constitution or other organizational documents of the Approved Successor.


 






    	 	69	 



     


    

 


(f)            The
Company shall not be permitted to issue an Approved Replacement Notice unless:


 


(i)            APRA
is satisfied that the capital position of the Company on a “Level 1 basis” and “Level 2 basis” in accordance with
the Prudential Standards shall not be adversely affected by the Replacement; or


 


(ii)            the
Approved Successor or another entity which is not a Related Entity of the Company (other than an entity which is a direct or indirect
parent entity of the Company) and is approved by APRA subscribes for Ordinary Shares or other capital instruments acceptable to APRA in
such amount as may be necessary, or take other steps acceptable to APRA to ensure that the capital position of the Company on a “Level
1 basis” and “Level 2 basis” in accordance with the Prudential Standards shall not be adversely affected by the Replacement,
including, if required by APRA or the Prudential Standards, undertaking any capital injection in relation to the Company to replace the
Securities.


 


Any capital injection carried out pursuant to the provisions
of Section 6.14(f)(ii) of this Indenture must:


 


(A)            be
unconditional;


 


(B)            occur
simultaneously with the substitution of the Approved Successor; and


 


(C)            be
of equal or better quality capital and at least the same amount as the Securities, unless otherwise approved by APRA in writing.


 


The foregoing provisions of this Section 6.14
shall not prevent the Company from proposing, or limit, any scheme of arrangement or other similar proposal that may be put to Holders
of Securities or the Company’s members.


 


Section 6.15.     Power
of Attorney. By holding a Security, each such Holder is deemed to irrevocably appoint each of the Company, its directors or authorized
signatories and any of the Company’s liquidators or administrators (each an Attorney) severally to be the attorney of such Holder
with power in the name and on behalf of such Holder to sign all documents and transfers and do any other thing as may in the Attorney’s
opinion be necessary or desirable to be done in order to give effect to, or for such Holder to observe or perform such Holder’s
obligations under the provisions of Articles V and VI. Such power of attorney is given for valuable consideration and to secure the performance
by such Holder of such Holder’s obligations under the provisions of Articles V and VI and is irrevocable.


 


Section 6.16.     Cancellation.
All Securities so Converted shall forthwith be canceled and may not be re-issued or resold.


 






    	 	70	 



     


    

 


Section 6.17.     Calculations.
For the avoidance of doubt, any and all calculations relating to the Conversion or Write-off of the Securities and any adjustments thereto
shall be performed by, or on behalf of, the Company and the Holders shall direct any questions or concerns regarding such calculations
to the Company or Persons performing such calculations or adjustments. In no event shall the Trustee be required to perform such calculations
unless otherwise agreed.


 


ARTICLE VII


 


SATISFACTION AND DISCHARGE


 


Section 7.1.     Termination
of Company’s Obligations Under the Indenture. This Indenture shall upon Company Request cease to be of further effect with respect
to Securities of, or within, any series and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities when the Company has delivered to the Trustee for cancellation
all Securities of, or within, that series.


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under Section 9.8, the obligations of the Company to any Authenticating
Agent under Section 9.13, the obligations of the Trustee under the last paragraph of Section 12.3 shall survive.


 


Section 7.2.     Repayment
to Company. The Trustee (and any Paying Agent) shall promptly pay to the Company upon Company Request any excess money held by them
at any time. Such Company Request shall specifically set forth the amount of such excess and the Trustee shall be fully protected and
shall incur no liability in reliance on such Company Request.


 


ARTICLE VIII


 


EVENTS OF DEFAULT, DEFAULTS AND REMEDIES


 


Section 8.1.     Events
of Default. An “Event of Default” occurs with respect to the Securities of any series if (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)            the
Company fails to pay (A) any Outstanding Principal Amount in respect of the Securities of the relevant series on the Maturity Date
or within seven days thereafter, or (B) any amount of interest in respect of the Securities of the relevant series on the due date
for payment thereof or within fourteen days thereafter, unless, in each case, prior to the commencement of a Winding-Up in Australia,
the failure to make such payment is the result of the Company not being Solvent on the date such payment is due or the Company would not
be Solvent on such date as a result of making such payment; or


 






    	 	71	 



     


    

 


(2)            a
Winding-Up in Australia.


 


Upon
the occurrence of an Event of Default pursuant to (1) above, the sole remedies for the Trustee or, subject to Section 8.6,
the Holder of Securities of the relevant series shall be to bring proceedings:


 


		•	to recover any amount then due and payable but unpaid on such Securities (subject to the Company being able to make the payment and
remain Solvent);



 


		•	to obtain an order for specific performance of any other obligation in respect of such Securities; or
	 	 	 
	 	•	for
a winding-up of the Company in Australia.



 


In
the event of a Winding-Up in Australia (but not in any other jurisdiction) pursuant to (2) above, the Securities of the relevant
series shall, without any further action on the part of the Trustee or any Holder thereof, become immediately due and payable by the Company,
unless they have been Converted or Written-off, and the Trustee or any such Holder may, subject to the limitations set forth in Article IV,
prove or claim for the Outstanding Principal Amount of the Securities it holds (together with all outstanding interest and accrued interest
to the date of payment). However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first and
the Securities being Converted or Written-off. In that event:


 


		·	if the Securities have Converted into Ordinary Shares, holders will rank equally with existing holders of Ordinary Shares; and



 


		·	if the Securities are Written-off, all rights in relation to the Securities will be terminated, and holders will not have their Outstanding
Principal Amount repaid or receive any outstanding interest or accrued interest, or have the right to have the Securities Converted into
Ordinary Shares. In such an event, a Holder’s investment in the Securities will lose all of its value and such Holder will not receive
any compensation.



 


In the event of the occurrence of any Event of
Default, no remedy against the Company (including, without limitation, any right to sue for a sum of damages which has the same economic
effect as an acceleration of the Company’s payment obligations) shall be available to the Trustee or any Holder of any Securities
for the recovery of amounts owing in respect of the Securities or in respect of any breach by the Company of any obligation, condition
or provision binding on it under the terms of the Securities other than as described in an indenture supplemental hereto for the Securities
of any series.


 






    	 	72	 



     


    

 


A
Holder of Securities shall have no right to accelerate payment or exercise any other remedies (including any right to sue for damages)
as a consequence of any default other than as set forth herein. In the event of a Winding-Up in Australia (but not in any other
jurisdiction), the Securities of the relevant series will become immediately due and payable, unless they have been Converted or Written-off.
This shall be the only circumstance in which the payment of principal on Securities of the relevant series may be accelerated.


 


If any Security becomes due and payable as a result
of an Event of Default, the Company shall pay such amount as is equal to the Outstanding Principal Amount (or such other amount specified
in or determined in accordance with an indenture supplemental hereto for the Securities of any series) together with all accrued but unpaid
interest, if any.


 


Section 8.2.     Trustee
May File Proofs of Claim. In case of the pendency of any Winding-Up or any other receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have brought proceedings for
the recovery of any overdue principal, interest or additional amounts) shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding, subject to the limitations set forth in Section 8.1. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, any other amounts due the Trustee under Section 9.8.


 


Section 8.3.     Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee, in its own name and as trustee of an express trust, without the possession of any of the Securities
or the production thereof in any proceeding relating thereto.


 






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Section 8.4.     Delay
or Omission Not Waiver. No delay or omission by the Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default.


 


Section 8.5.     Control
by Majority. The Holders of at least a majority in aggregate Outstanding Principal Amount of the Securities of each series affected
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to Securities of that series; provided, however, that (i) the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, (ii) the Trustee may refuse to follow any direction
that is unduly prejudicial to the rights of the Holders of Securities of such series not consenting, or that would in the good faith judgment
of the Trustee have a substantial likelihood of involving the Trustee in personal liability and (iii) the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 8.6.     Limitation
on Suits by Holders. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture unless:


 


(1)            the
Holder has previously given written notice to the Trustee of a an Event of Default with respect to the Securities of that series;


 


(2)            the
Holders of at least 25% in aggregate Outstanding Principal Amount of the Securities of that series have made a written request to the
Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)            such
Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to be, or which
may be, incurred by the Trustee in pursuing the remedy;


 


(4)            the
Trustee for 60 days after its receipt of such notice, request and the offer of indemnity has failed to institute any such proceedings;
and


 


(5)            during
such 60 day period, the Holders of at least a majority in aggregate Outstanding Principal Amount of the Securities of that series have
not given to the Trustee a direction inconsistent with such written request.


 






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No one or more Holders shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 8.7.     Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, but subject to Sections 8.1, 8.6 and 12.2 and
Articles IV, V and VI, the right of any Holder of a Security to receive payment of principal of and (subject to Sections 3.5 and 3.7)
interest on the Security, on or after the respective due dates expressed in the Security (or, in case of redemption, on the redemption
dates), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.


 


Section 8.8.     Application
of Money Collected. If the Trustee collects any money pursuant to this Article, it shall, subject to the provisions of Articles IV,
V and VI, pay out the money in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


First:
to the Trustee for amounts due under Section 9.8;


 


Second:
to Holders of Securities in respect of which or for the benefit of which such money has been collected for amounts due and unpaid on such
Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and interest, respectively; and


 


Third:
to the Company.


 


The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 8.8. At least 15 days before such record date, the Trustee shall mail to each Holder and the
Company a notice that states the record date, the payment date and the amount to be paid.


 


Section 8.9.     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 






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Section 8.10.     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.


 


Section 8.11.     Waiver
of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other
similar law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company from paying all or any
portion of the principal of or interest on the Securities contemplated herein or in the Securities or that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 8.12.     Waiver
of Sovereign Immunity. To the extent that the Company or any properties, assets or revenues of the Company may have or may hereafter
become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding,
from the giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process,
from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal
process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may
at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with
any Security of any series or this Indenture, the Company, to the extent permitted by applicable law, hereby irrevocably and unconditionally
waives, and agrees not to plead or claim, any such immunity and consent to such relief and enforcement.


 






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ARTICLE IX


 


THE TRUSTEE


 


Section 9.1.     Rights,
Duties and Responsibilities of Trustee. Subject to the provisions of the Trust Indenture Act:


 


(a)            In
the absence of bad faith on its part, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon
any document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate
any fact or matter stated in the document.


 


(b)            Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced
as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 


(c)            Before
the Trustee acts or refrains from acting, it may consult with counsel and/or require an Officers’ Certificate. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on a Board Resolution, the advice of counsel acceptable
to the Company and the Trustee, a certificate of an Officer or Officers delivered pursuant to Section 1.2, an Officers’ Certificate
or an Opinion of Counsel.


 


(d)            The
Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care.


 


(e)            The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its discretion
or rights or powers.


 


(f)            The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)            this
clause (f) does not limit the effect of Section 9.1(c);


 


(ii)            the
Trustee shall not be liable for any error of judgment made in good faith by an Officer unless it is proved that the Trustee was negligent
in ascertaining the pertinent facts; and


 






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(iii)            the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 8.5.


 


(g)            The
Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


(h)            The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records
and premises of the Company, personally or by agent or attorney.


 


(i)            In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


(j)            In
no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action; provided, that the Trustee may not be relieved from any liability for its own negligent action,
its own negligent failure to act or its own willful misconduct.


 


Notwithstanding anything contained herein to the contrary, in case
an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect
to Securities of such series, such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and
skill in their exercise, as a prudent individual would exercise or use under the circumstances in the conduct of his or her own affairs.


 






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Section 9.2.            Trustee
May Hold Securities. The Trustee, any Paying Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company, an Affiliate or Subsidiary with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.


  


Section 9.3.             Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.


 


Section 9.4.             Trustee’s
Disclaimer. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, except that the Trustee represents and warrants that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and thereunder; that the statements
made by it in a Statement of Eligibility and Qualification on Form T-1 supplied or to be supplied to the Company in connection with
the registration of any Securities are and will be true and accurate subject to the qualifications set forth therein; and that such Statement
complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. The Trustee
shall not be accountable for the Company’s use of the proceeds from the Securities or for monies paid over to the Company pursuant
to the Indenture.


 


Section 9.5.
             Notice of Defaults. If a default occurs and is continuing
with respect to the Securities of any series and if a Responsible Officer of the Trustee has received written notice of such
default, the Trustee shall, within 90 days after it occurs, transmit, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of all such uncured events that are known to it; provided, that, except
in the case of a default in payment on the Securities of any series, the Trustee will be protected in withholding such notice if it
in good faith determines that the withholding of such notice is in the interests of the Holders of Securities of that series. For
the purpose of this Section only, the term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to the Securities of such series.


 


Section 9.6.             Reports
by Trustee to Holders. Within 60 days after each May 15 of each year commencing with the first May 15 after the first issuance
of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in Section 313(c) of
the Trust Indenture Act a brief report dated as of such May 15 if required by and in compliance with Section 313(a) of
the Trust Indenture Act. A copy of each report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and with the Company, as provided in Section 313(d) of
the Trust Indenture Act. The Company will promptly notify the Trustee when the Securities are listed on any stock exchange and of any
delisting thereof.


 






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Section 9.7.     Security
Holder Lists. The Trustee shall, in compliance with Section 312(a) of the Trust Indenture Act, preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Securities of each series.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee within 14 days after each Regular Record Date, and at such
other times as the Trustee may request in writing, within 5 Business Days of such request, a list, in such form and as of such date as
the Trustee may reasonably require, containing all the information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of Holders of Securities of each such series.


 


Section 9.8.     Compensation
and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services as the Company
and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses, disbursements and
advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of
the Trustee’s agents and counsel.


 


(b)            The
Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including
taxes other than taxes based upon, measured by or determined by the income of the Trustee), including the costs and expenses of defending
itself against any third-party claim, incurred by it arising out of or in connection with its acceptance or administration of the trust
or trusts hereunder (collectively, “Claims”). The Trustee shall notify the Company promptly of any Claim for which
it may seek indemnity. The Company shall defend the Claim and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without
its consent; provided that such consent shall not be unreasonably withheld.


 


(c)            The
Company need not reimburse any expense, disbursement or advance or indemnify against any Claim incurred by the Trustee through negligence
or bad faith.


 


(d)            To
secure the payment obligations of the Company pursuant to this Section, the Trustee shall have a lien prior to the Securities of any series
on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities.


 






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(e)            When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 8.1, the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or other similar law.


 


(f)            The
provisions of this Section shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.


 


Section 9.9.     Replacement
of Trustee. (a)  The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in Section 9.10.


 


(b)            The
Trustee may resign at any time with respect to the Securities of any series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 9.10 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)            The
Holders of a majority in aggregate Outstanding Principal Amount of the Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the Company’s consent.


 


If an instrument of acceptance by a successor Trustee
required by Section 9.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal,
the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(d)            If
at any time:


 


(1)            the
Trustee fails to comply with Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months, or


 


(2)            the
Trustee shall cease to be eligible under Section 9.11 hereof or Section 310(a) of the Trust Indenture Act and shall fail
to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for
at least six months; or


 






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(3)            the
Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent or a receiver or public officer takes charge of the Trustee
or its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the Company may remove the
Trustee with respect to all Securities or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee
or Trustees.


 


(e)            If
the Trustee resigns or is removed or becomes incapable of acting or if a vacancy exists in the office of Trustee for any reason, with
respect to Securities of one or more series, the Company shall promptly appoint a successor Trustee with respect to the Securities of
that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 9.10. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in Outstanding Principal Amount of the Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 9.10, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section 9.10, then, subject to Section 315(e) of
the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


Section 9.10.     Acceptance
of Appointment by Successor. (a)  In case of the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for
in Section 9.8 of this Indenture.


 






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(b)            In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein such successor Trustee
shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (iii) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


 


(c)            Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case
may be.


 


(d)            No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act.


 


(e)            The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 






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Section 9.11.     Eligibility;
Disqualification. There shall at all times be a Trustee hereunder with respect to each series of Securities (which need not be the
same Trustee for all series). Each Trustee hereunder shall be eligible to act as trustee under Section 310(a)(1) of the Trust
Indenture Act and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition
at least annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the
Trust Indenture Act, any Trustee hereunder shall not be deemed to have a conflicting interest by virtue of being the trustee or acting
in such other specified capacity under (i) the Senior Indenture, dated as of July 1, 1999, between the Company and The
Bank of New York Mellon, as trustee, as amended (ii) the 8% New Zealand-dollar denominated junior subordinated convertible
debentures, issued by the Company acting through its branch located in Wellington, New Zealand pursuant to the Junior Subordinated Indenture;
(iii) the Amended and Restated Fiscal Agency Agreement, dated as of November 18, 2008, between the Company and The Bank of New
York Mellon, as fiscal agent, as amended; and (iv) the Issuing and Paying Agency Agreement, dated as of September 29, 1989,
between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as amended.


 


Section 9.12.     Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 






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Section 9.13.     Appointment
of Authenticating Agent. The Trustee shall initially be the Authenticating Agent. The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue exchange, registration of transfer or partial redemption thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy
of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as may otherwise be
provided pursuant to Section 3.1, shall at all times be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus
of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent for any series of Securities
may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any
series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 1.6. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.


 






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The Company agrees to pay to each Authenticating
Agent from time to time such reasonable compensation as the Company and such Authenticating Agent agree in writing from time to time including
reimbursement of its reasonable expenses for its services under this Section.


 


If an appointment with respect to one or more series
is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s
certificate of authentication, an alternate certificate of authentication substantially in the following form:


 


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
	 	 
	 	By	 
	 	 	as Authenticating Agent
	 	 
	 	By	 
	 	 	Authorized Signature




 


Section 9.14.     Preferential
Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor under
the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


 


Section 9.15.     FATCA.
The Company agrees that if the Securities do not qualify as “grandfathered obligations” within the meaning of Section 1.1471-2(b)(2)(i)(B) of
the Treasury Regulations, it will use commercially reasonable efforts to provide to the Trustee information reasonably requested by the
Trustee about the source and character for U.S. federal income tax purposes of any payments to be made pursuant to the Indenture or the
Securities as is necessary to enable the Trustee to determine whether or not the Trustee is obligated to make any deduction or withholding
from such payments pursuant to FATCA. For the avoidance of doubt, the Trustee shall be entitled to make any withholding or deduction from
payments to the extent necessary to comply with applicable law (including FATCA) and shall not have any liability with respect to such
withholding or deductions. The terms of this section shall survive the termination of the Indenture.


 






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ARTICLE X


 


CONSOLIDATION, MERGER OR SALE BY THE COMPANY


 


Section 10.1.     Consolidation,
Merger or Sale of Assets Permitted. The Company may not merge or consolidate with or into any other Person or sell, convey or transfer
all or substantially all of its assets to any Person, unless (i) (A) in the case of such merger or consolidation, the Company
is the surviving Person or (B) the Person formed by such consolidation or into which the Company is merged, or the Person that acquires
by sale, conveyance or transfer, the assets of the Company expressly assumes by supplemental indenture delivered to the Trustee all the
obligations of the Company under the Securities and under this Indenture, (ii) immediately thereafter, giving effect to such merger
or consolidation, or such sale, conveyance or transfer, no Event of Default shall have occurred and be continuing and (iii) the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such merger, consolidation,
sale, conveyance or transfer complies with this Article and that all conditions precedent herein provided for relating to such transaction
have been complied with (which Opinion of Counsel may rely on such Officers’ Certificate with respect to compliance with the preceding
clause (ii)). In the event of the assumption by a successor Person of the obligations of the Company as provided in clause (i)(B) of
the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Company hereunder and under the
Securities and all such obligations of the Company shall terminate. Notwithstanding the above, nothing herein will prevent the Company
from consolidating with or merging into any other person or conveying, transferring or leasing its properties and assets substantially
as an entirety to any person, or from permitting any person to consolidate with or merge into the Company or to convey, transfer or lease
its properties and assets substantially as an entirety to the Company where such consolidation, merger, transfer or lease is:


 


		·	required by APRA (or any Banking Act statutory manager or similar official appointed by it) under law and prudential regulation applicable
in the Commonwealth of Australia (including, without limitation, the Australian Banking Act or the Australian Financial Sector (Transfer
and Restructure) Act 1999, which terms, as used herein, include any amendments thereto, rules thereunder and any successor laws,
amendments and rules)); or



 






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		·	determined by the board of directors of the Company or by APRA (or any Banking Act statutory manager or similar official appointed
by it) to be necessary in order for the Company to be managed in a sound and prudent manner or for the Company or APRA (or any statutory
manager or similar official appointed by it) to resolve any financial difficulties affecting the Company, in each case in accordance with
prudential regulation applicable in the Commonwealth of Australia.



 


ARTICLE XI


 


SUPPLEMENTAL INDENTURES


 


Section 11.1.     Supplemental
Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time
to time, may enter into indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:


 


(1)            to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants and obligations of
the Company herein and in the Securities (with such changes herein and therein as may be necessary or advisable to reflect such Person’s
legal status, if such Person is not a corporation); or


 


(2)            to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such covenants, for which a grace period may be provided, are expressly
being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or to comply
with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act or otherwise;
or


 


(3)            to
add to or change any of the provisions of this Indenture or any Securities to such extent as shall be necessary to facilitate the issuance
of Securities in global form, or to alter the terms of the Securities to align them with any Relevant Tier 2 securities issued after the
date of such Securities, provided that such alteration is not materially prejudicial to the interests of the Holders of the Securities
as a whole; or


 


(4)            to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only
with respect to any series of Securities which has not been issued as of the execution of such supplemental indenture or when there is
no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of
such provision; or


 






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(5)            to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 


(6)            to
provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic
or other medium, including without limitation by pdf or email; or


 


(7)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series or to add or to change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article IX; or


 


(8)            to
maintain qualification of this Indenture under the Trust Indenture Act; or


 


(9)            to
correct or supplement any provision herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission
or to correct any mistake, provided such action shall not adversely affect the interests of the Holders of Securities of any series; or


 


(10)            to
make any change that does not materially adversely affect the rights of any Holder of Securities, provided that any change to the terms
of the Indenture or to a series of Securities made solely to conform to the description of such series of Securities in an offering document,
prospectus supplement or other similar offering document relating to the initial offering of such series of Securities shall be deemed
to not materially adversely affect the rights of the Holder of Securities of such series; or


 


(11)            to
modify the provisions of Article IV (except, with respect to any Outstanding Securities of any series, to the extent prohibited by
Section 11.2(6)); or


 


(12)            to
make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely
affect the interests of the Holders of Securities of any series;


 


provided, however, that without the prior written consent of APRA,
a Supplemental Indenture under this Section may not make any change to the Indenture or any supplemental indenture that may affect
the eligibility of any Outstanding Securities of any series to continue to qualify as Tier 2 capital.


 






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Section 11.2.     With
Consent of Holders. With the written consent of the Holders of not less than a majority of the aggregate Outstanding Principal Amount
of the Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class),
the Company and the Trustee may enter into an indenture or indentures supplemental hereto to add any provisions to or to change or eliminate
any provisions of this Indenture or of any other indenture supplemental hereto or to modify the rights of the Holders of Securities of
each such series; provided, however, that without the prior written consent of APRA, a Supplemental Indenture under this Section may
not make any change to the Indenture or any supplemental indenture that may affect the eligibility of any Outstanding Securities of any
series to continue to qualify as Tier 2 Capital; and provided further, however, that without the consent of the Holder of each Outstanding
Security affected thereby, a supplemental indenture under this Section may not:


 


(1)            change
the Stated Maturity of the Outstanding Principal Amount of, or any installment of interest on, any Security, provided that the Stated
Maturity for the Securities may not be earlier than the fifth anniversary of the issue date of such series of Securities, or reduce the
Outstanding Principal Amount thereof or the rate of interest thereon payable upon the redemption thereof, 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 thereof (or, in the case of redemption, on or after the Redemption Date);


 


(2)            reduce
the percentage of Outstanding Principal Amount of the Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture)
provided for in this Indenture;


 


(3)            change
any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 12.2;


 


(4)            except
to the extent provided in Section 11.1(8), make any change in Sections 8.4 or 8.7 or this Section 11.2 except to increase any
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived except with the consent of the Holders
of each Outstanding Security affected thereby;


 


(5)            modify
any Conversion or Write-off provision; or


 






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(6)            modify
the provisions of Article IV of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof.


 


In addition, no amendment to the terms and conditions
of a Security that at the time of such amendment qualifies as Tier 2 Capital is permitted without the prior written consent of APRA if
such amendment may affect the eligibility of the Security as Tier 2 Capital as described in the Prudential Standards.


 


Any such consent given by the Holder of a Security
of a series shall be conclusive and binding upon such Holder and all future Holders of the Securities of such series and of any Securities
of such series issued on registration thereof, the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation
of such consent is made upon the Securities of such series.


 


For the purposes of this Section 11.2, if
the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect
to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of
such warrants.


 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


 


Immediately prior to entering into a supplemental
indenture amending such sections or changing the Stated Maturity of the Outstanding Principal Amount of the Securities of any series pursuant
to this Section 11.2, the Company shall deliver to the Trustee an Officers’ Certificate stating that the Company is entitled
to effect such amendment or change and setting forth a statement of facts showing that the conditions precedent to the right of the Company
to do so have occurred.


 


It is not necessary under this Section 11.2
for the Holders to consent to the particular form of any proposed supplemental indenture, but it is sufficient if they consent to the
substance thereof.


 


Section 11.3.     Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more series shall be set forth in a supplemental
indenture that complies with the Trust Indenture Act as then in effect.


 






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Section 11.4.     Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee
shall enter into any such supplemental indenture if such supplemental indenture does not adversely affect the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section 11.5.     Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby; provided that if such supplemental indenture makes
any of the changes in clauses (1) through (5) of the first proviso to Section 11.2 of this Indenture, such supplemental
indenture shall bind each Holder of a Security who has consented to it and every subsequent Holder of such Security or any part thereof.


 


Section 11.6.     Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE XII


 


COVENANTS


 


Section 12.1.     Payment
of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will
duly and punctually pay the principal of and interest on the Securities of that series in accordance with the terms of the Securities
of such series and this Indenture. An installment of interest shall be considered paid on the date it is due if the Trustee or Paying
Agent holds on that date money designated for and sufficient to pay the installment.


 


Section 12.2.     Maintenance
of Office or Agency. If Securities of a series are issued as Registered Securities, the Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 






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Subject to the preceding paragraphs, the Company
may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities
of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


 


Unless otherwise specified as contemplated by Section 3.1,
the Trustee shall initially serve as Paying Agent. The Paying Agent may make reasonable rules not inconsistent herewith for the performance
of its functions.


 


Section 12.3.     Money
for Securities to Be Held in Trust; Unclaimed Money. If the Company shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal of or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in
writing of its action or failure so to act.


 


If the Company is not acting as its own Paying
Agent, the Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent
will:


 


(1)            hold
all sums held by it for the payment of the principal of or interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)            give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment
of principal of or interest on the Securities; and


 






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(3)            at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money. If the Company acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it in a separate trust fund.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of any principal or interest or other amounts on any Security of any series
and remaining unclaimed for two years after such principal or interest or other amounts has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation
in The City of New York, or cause to be mailed to such Holder, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company.


 


Section 12.4.     Corporate
Existence. Subject to Article X, the Company will at all times do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and its rights and franchises; provided that nothing in this Section 12.4 shall
prevent the abandonment or termination of any right or franchise of the Company if, in the opinion of the Company, such abandonment or
termination is in the best interests of the Company.


 


Section 12.5.     Insurance.
The Company covenants and agrees that it will maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations or through a program of self-insurance in such amounts and covering such risks as are consistent
with sound business practice for corporations engaged in the same or a similar business similarly situated.


 






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Section 12.6.     Reports
by the Company. The Company covenants, as provided in Section 314 of the Trust Indenture Act:


 


(a)            to
file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 


(b)            to
file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided
for in this Indenture, as may be required from time to time by such rules and regulations; and


 


(c)            to
transmit to all Holders of Securities within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided
in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section 12.6, as may be required by rules and regulations
prescribed from time to time by the Commission.


 


(d)            Delivery
of any reports, information and documents to the Trustee, including pursuant to this Section 12.6, is for informational purposes
only and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or
determinable therefrom, including the Company’s compliance with any of its covenants pursuant to Article 12 (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


Section 12.7.     Annual
Review Certificate. As provided in Section 314(a)(4) of the Trust Indenture Act, the Company covenants and agrees to deliver
to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions
and covenants under this Indenture. For purposes of this Section 12.7, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.


 






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Section 12.8.     Withholding
Tax and Payment of Additional Amounts. (a)  The Company will pay all amounts that it is required to pay in respect of the Securities
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other governmental charges
imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. In that event, the Company will pay such additional amounts as may be necessary
so that the net amount received by the Holder of the Security, after such withholding or deduction, will equal the amount that the Holder
would have received in respect of the Security without such withholding or deduction; provided that the Company will pay no additional
amounts in respect of the Security for or on account of:


 


(1)            any
tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that the Holder, or the beneficial
owner, of the Security 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 such Security or receiving payments under such Security;


 


(2)            any
tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that the Holder of the Security presented
such Security for payment in the Commonwealth of Australia, unless the Holder was required to present such Security for payment and it
could not have been presented for payment anywhere else;


 


(3)            any
tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that the Holder of the Security presented
such Security 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 would have been entitled to the additional amounts on presenting such Security for payment on any day during
that 30 day period;


 


(4)            any
estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other governmental charge;


 


(5)            any
tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction;


 






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(6)            any
tax, duty, assessment or other governmental charge that would not have been imposed if the Holder, or the beneficial owner, of the Security
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 such Security to receive the relevant payment without (or at a reduced rate of) withholding
or deduction for or on account of any such tax, duty, assessment or other governmental charge;


 


(7)            any
tax, duty, assessment or other governmental charge that would not have been imposed but for the Holder, or the beneficial owner, of the
Security being an associate of the Company’s for purposes of Section 128F of the Australian Tax Act (other than in the capacity
of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme under the Australian Corporations
Act);


 


(8)            any
tax, duty, assessment or other governmental charge 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 tax, duty, assessment or other governmental charge is payable in circumstances where the Holder, or the beneficial
owner, of such Security is a party to or participated in a scheme to avoid such tax which the Company was not a party to;


 


(9)            any
tax, duty, assessment or other governmental charge to, or to a third party on behalf of, a Holder of the Security, or any beneficial owner
of any interest in, or rights in respect of, such Securities, upon, with respect to, or by reason of, such Person being issued Ordinary
Shares;


 


(10)            any
tax, duty, assessment or other governmental charge arising under or in connection with, or in order to ensure compliance with, FATCA;
or


 


(11)            any
combination of the foregoing.


 


(b)            Subject
to the foregoing, additional amounts will also not be payable by the Company with respect to any payment on any Security to any Holder
who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that payment would, under the
laws of the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, be treated as being derived
or received for tax purposes by a beneficiary or settler of that fiduciary or member of that partnership or a beneficial owner, in each
case, who would not have been entitled to those additional amounts had it been the actual Holder of such Security.


 






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(c)            If,
as a result of the Company’s consolidation or merger with or into an entity organized under the laws of a country other than the
Commonwealth of Australia or a political subdivision of a country other than the Commonwealth of Australia or the sale, conveyance or
transfer by the Company of all or substantially all its assets to such an entity, such an entity assumes the obligations of the Company,
such entity will pay additional amounts on the same basis, except that references to “the Commonwealth of Australia” (other
than in Section 12.8(a)(7)) will be treated as references to both the Commonwealth of Australia and the country in which such entity
is organized or resident (or deemed resident for tax purposes).


 


(d)            The
Company, and any other Person to or through which any payment with respect to the Securities may be made, shall be entitled to withhold
or deduct from any payment with respect to such Securities amounts required to be withheld or deducted under or in connection with, or
in order to ensure compliance with, FATCA, and Holders and beneficial owners of such Securities shall not be entitled to receive any gross
up or other additional amounts on account of any such withholding or deduction.


 


(e)            All
references in this Indenture to the payment of the principal of or interest on any Security shall be deemed to include the payment of
additional amounts to the extent that, in that context, additional amounts are, were or would be payable under this Section 12.8.


 


Section 12.9.     Payment
of Stamp Taxes. The Company will pay or discharge or cause to be paid or discharged all stamp and similar taxes, if any, that may
be imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein with respect to the execution
or delivery of this Indenture or the Securities.


 


Section 12.10.     Indemnification
of Judgment Currency. The Company shall indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee
or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Indenture or
such Security and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than
the Specified Currency, and as a result of any variation as between (i) the rate of exchange at which the Specified Currency
amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange
in The City of New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able
to purchase the Specified Currency with the amount of the Judgment Currency actually received by the Trustee or such Holder. The foregoing
indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any costs of exchange payable in connection
with the purchase of, or conversion into, the Specified Currency.


 






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Section 12.11.     Waiver
of Certain Covenants. Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 12.4
and 12.9 with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in Outstanding
Principal Amount of the Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waive, and, until such waiver shall become effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE XIII


 


REDEMPTION


 


Section 13.1.     Applicability
of Article. Securities of or within any series that are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and in accordance with this Article.


 


If an indenture supplemental hereto for the Securities
of any series provides that the Securities of such series may be redeemed at the Company’s election (subject to APRA’s prior
written approval, which may or not be given), unless otherwise provided in such indenture supplemental hereto, the Company may redeem
the Securities of such series in whole, but not in part, and such redemption shall not be permitted earlier than the fifth anniversary
of the issue date of the Securities of such series.


 


The Company may redeem Securities of a series only
if the Company has received the prior written approval of APRA (approval is at the discretion of APRA and may or may not be given and
Holders should not expect that APRA’s prior written approval will be given for any redemption of Securities), and:


 


(a)            before
or concurrently with the redemption, the Company replaces the Securities of such series with a capital instrument which is of the same
or better quality (for the purposes of the Prudential Standards) than the Securities of such series and the replacement of the Securities
of such series is done under conditions that are sustainable for the income capacity of the Company (for the purposes of the Prudential
Standards); or


 


(b)            the
Company obtains confirmation from APRA that APRA is satisfied, having regard to the capital position of the Company and the Group, that
the Company does not have to replace the Securities of such series.


 


No Holder has the right to request redemption of
their Securities at any time.


 






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Section 13.2.     Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution
or a Company Order. In the case of any redemption at the election of the Company of less than all the Securities of any series having
the same terms, the Company shall, at least 45 but not more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the Outstanding Principal Amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in
this Indenture or (ii) pursuant to an election of the Company that is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 13.3.     Notice
of Redemption. Unless otherwise specified as contemplated by Section 3.1, notice of redemption shall be given in the manner provided
in Section 1.6 not less than 30 days nor more than 60 days prior to the Redemption Date to the Holders of the Securities to be redeemed.


 


All notices of redemption shall state:


 


(1)            the
Redemption Date;


 


(2)            the
Redemption Price;


 


(3)            the
Place or Places of Payment where such Securities maturing after the Redemption Date, are to be surrendered for payment for the Redemption
Price;


 


(4)            that
Securities of the series called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;


 


(5)            that,
on the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date; and


 


(6)            the
CUSIP number, if any, of such Securities.


 


Notice of redemption of Securities to be redeemed
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. Any notice
given in the manner provided herein shall be conclusively presumed to have been given, whether or not such notice is actually received.
Failure to mail any notice or defect in the mailed notice or the mailing thereof in respect of any Security shall not affect the validity
of the redemption of any other Security.


 






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Section 13.4.     Deposit
of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 12.3) an amount of money in the
currency or currencies (including currency units or composite currencies) in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption
Price of, and accrued but unpaid interest to, but excluding, the Redemption Date on, all Securities which are to be redeemed on that date.


 


The Company may deliver such Securities to the
Trustee for crediting against such payment obligation in accordance with the terms of such Securities and this Indenture.


 


Section 13.5.     Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Except as provided in the next
succeeding paragraph, upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued but unpaid interest to, but excluding, the Redemption Date.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the Outstanding Principal Amount shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security.


 


Section 13.6.     Redemption
for Taxation or Regulatory Reasons. Subject to the provisions of this Article XIII, the Company may redeem the Securities of
a series in whole, but not in part, upon the occurrence of an Adverse Tax Event or a Regulatory Event, provided that the Company has obtained,
in the case of an Adverse Tax Event, a supporting opinion of legal or tax advisers of recognized standing in Australia (or, if a Relevant
Transaction occurs and the home jurisdiction for tax purposes of such other entity is not Australia, legal or tax advisers of recognized
standing in such other jurisdiction) or, in the case of a Regulatory Event, a supporting opinion of advisers of recognized standing in
Australia or confirmation from APRA. The Redemption Price for the Securities of a series redeemed in accordance with this Section 13.6
shall equal 100% of the Outstanding Principal Amount of the Securities of such series. In addition, the Company will pay to the Holders
of the Securities redeemed in accordance with this Section 13.6 accrued but unpaid interest to, but excluding, the Redemption Date.


 






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This 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.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.


 


	 	WESTPAC BANKING CORPORATION
	 	 
	 	 
	 	By:	/s/ Yvette Adiguzel
	 	 	Name: Yvette Adiguzel
	 	 	Title: Authorised Officer




 


 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	/s/ Shannon Matthews
	 	 	Name: Shannon Matthews
	 	 	Title: Agent 




 






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