Exhibit 4.1.1


	
  

  	
  LIMITED
  LIABILITY PARTNERSHIP

  



 


CONFORMED
COPY


25 SEPTEMBER 2006


 


 


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


(AUSTRALIAN
BUSINESS NUMBER 11 005 357 522)


(as Issuer)


ANZ
NATIONAL BANK LIMITED


(formerly ANZ Banking
Group (New Zealand) Limited and comprising the statutory 

amalgamation with The National Bank of New Zealand Limited)


(as Issuer and Guarantor of Notes issued by ANZ National (Int’l) Limited)


ANZ
NATIONAL (INT’L) LIMITED


(formerly NBNZ
International Limited)


(as Issuer)


DEUTSCHE
BANK AG, LONDON BRANCH


(as Fiscal Agent,
Calculation Agent, Paying Agent and Transfer Agent)


DEUTSCHE
BANK TRUST COMPANY AMERICAS


(as Registrar and
Transfer Agent)


 


AMENDED
AND RESTATED AGENCY AGREEMENT


relating to


U.S.$45,000,000,000


Euro
Medium Term Note Programme















 


CONTENTS


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Appointment and Duties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Issue of Notes and Certificates

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Payment

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Repayment

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Early Redemption and Exercise of Options

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Cancellation, Destruction, Records and Reporting
  Requirements

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Coupon Sheets

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Replacement Notes, Certificates, Receipts, Coupons
  and Talons

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Additional Duties of the Transfer Agents

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Additional Duties of the Registrar

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Regulations Concerning Registered Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Documents and Forms

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Duties of Calculation Agent

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Fees and Expenses

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Indemnity

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  General

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Changes in Agents

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Communications

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Notices

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Governing Law, Jurisdiction and Service of Process

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  FORMS OF TEMPORARY GLOBAL NOTE

  	
   

  	
  29

  
	
   

  	
  PART A - ANZBGL TEMPORARY GLOBAL NOTE

  	
   

  	
  29

  
	
   

  	
  PART B - ANZNBL TEMPORARY GLOBAL NOTE

  	
   

  	
  40

  
	
   

  	
  PART C - ANZNIL TEMPORARY GLOBAL NOTE

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  FORMS OF PERMANENT GLOBAL NOTE

  	
   

  	
  58

  
	
   

  	
  PART A - ANZBGL PERMANENT GLOBAL NOTE

  	
   

  	
  58

  
	
   

  	
  PART B - ANZNBL PERMANENT GLOBAL NOTE

  	
   

  	
  71

  
	
   

  	
  PART C - ANZNIL PERMANENT GLOBAL NOTE

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
  FORMS OF REGISTERED GLOBAL NOTE

  	
   

  	
  95

  
	
   

  	
  PART A - ANZBGL REGISTERED GLOBAL NOTE

  	
   

  	
  95

  
	
   

  	
  PART B - ANZNBL REGISTERED GLOBAL NOTE

  	
   

  	
  102

  
	
   

  	
  PART C - ANZNIL REGISTERED GLOBAL NOTE

  	
   

  	
  108

  
					



 









 



 


	
  SCHEDULE 4

  	
  FORMS OF BEARER NOTE

  	
   

  	
  114

  
	
   

  	
  PART A - ANZBGL BEARER NOTE

  	
   

  	
  114

  
	
   

  	
  PART B - ANZNBL BEARER NOTE

  	
   

  	
  118

  
	
   

  	
  PART C - ANZNIL BEARER NOTE

  	
   

  	
  121

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
  FORMS OF CERTIFICATE

  	
   

  	
  124

  
	
   

  	
  PART A - ANZBGL CERTIFICATE

  	
   

  	
  124

  
	
   

  	
  PART B - ANZNBL CERTIFICATE

  	
   

  	
  128

  
	
   

  	
  PART C - ANZNIL CERTIFICATE

  	
   

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 6

  	
  TERMS AND CONDITIONS OF THE NOTES

  	
   

  	
  134

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 7

  	
  FORMS OF COUPON

  	
   

  	
  162

  
	
   

  	
  PART A - ANZBGL COUPON

  	
   

  	
  162

  
	
   

  	
  PART B - ANZNBL COUPON

  	
   

  	
  165

  
	
   

  	
  PART C - ANZNIL COUPON

  	
   

  	
  167

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8

  	
  FORMS OF TALON

  	
   

  	
  169

  
	
   

  	
  PART A - ANZBGL TALON

  	
   

  	
  169

  
	
   

  	
  PART B - ANZNBL TALON

  	
   

  	
  172

  
	
   

  	
  PART C - ANZNIL TALON

  	
   

  	
  174

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 9

  	
  FORMS OF RECEIPT

  	
   

  	
  176

  
	
   

  	
  PART A - ANZBGL RECEIPT

  	
   

  	
  176

  
	
   

  	
  PART B - ANZNBL RECEIPT

  	
   

  	
  177

  
	
   

  	
  PART C - ANZNIL RECEIPT

  	
   

  	
  178

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 10

  	
  PROVISIONS FOR MEETINGS OF NOTEHOLDERS

  	
   

  	
  179

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 11

  	
  FORMS OF EXERCISE NOTICE FOR REDEMPTION OPTION

  	
   

  	
  186

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 12

  	
  REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION
  OF REGISTERED NOTES

  	
   

  	
  188

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 13

  	
  ACCOUNTHOLDER CERTIFICATE OF NON-U.S. CITIZENSHIP
  AND RESIDENCY

  	
   

  	
  190

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 14

  	
  CLEARING SYSTEM CERTIFICATE OF NON-U.S. CITIZENSHIP
  AND RESIDENCY

  	
   

  	
  192

  
					



 















 


THIS
AGENCY AGREEMENT is made as of 25 September 2006


BETWEEN


(1)                            AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(“ANZBGL”) (Australian Business
Number 11 005 357 522) and ANZ NATIONAL
(INT’L) LIMITED (“ANZNIL”)
(formerly NBNZ International Limited) (each an “Issuer”);


(2)                            ANZ NATIONAL BANK LIMITED (“ANZNBL”) (formerly ANZ Banking Group (New
Zealand) Limited and comprising the statutory amalgamation with The National
Bank of New Zealand Limited) in its capacity as issuer (an “Issuer” and, together with ANZBGL and
ANZNIL, the “Issuers”), and, where
ANZNIL is the Issuer, in its capacity as guarantor (the “Guarantor”); and


(3)                            DEUTSCHE BANK AG, LONDON BRANCH (formerly Deutsche Bank AG) (the “Fiscal Agent”, “Calculation Agent”,
“Paying Agent” and “Transfer Agent”); and


(4)                            DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Registrar” and “Transfer Agent”).


WHEREAS


(A)                        The
Issuers have established a U.S.$45,000,000,000 Euro Medium Term Note Programme
(the “Programme”) for the issuance of notes
(the “Notes”).


(B)                          On
3 October 2005, ANZBGL, ANZNBL, ANZNIL, Deutsche Bank AG and Deutsche Bank
Trust Company Americas entered into an amended and restated agency agreement
(the “Original Agency Agreement”)
relating to the Programme.


(C)                          The
parties hereby wish to enter into this Agreement to amend and restate the
Original Agency Agreement.


IT IS
AGREED as follows:


1.                                 Definitions and Interpretation


1.1                           Definitions


Capitalised terms
used but not defined in this Agreement shall have the meanings given to them in
the Procedures Memorandum or the Programme Agreement relating to the Programme
or the Conditions (as defined below).


“Agents” means the Fiscal Agent, the Paying Agents, the
Transfer Agents, the Calculation Agent and the Registrar or any of them and
shall include such other Agent or Agents as may be appointed from time to time
hereunder and, except in Section 18 (Changes in Agents),
references to Agents are to them acting solely through their specified offices.



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“Bearer Global Note” means any Temporary Global Note or
Permanent Global Note.


“Bearer Note” means a Note that is in bearer form being
substantially in the form set out in Schedule 4 (Forms of
Bearer Note), and includes any replacement Bearer Note issued
pursuant to the Conditions and any Bearer Global Note.


“Business Day” means, in respect of each Note, a day other
than a Saturday or Sunday on which Euroclear and Clearstream, Luxembourg are
operating and on which commercial banks and foreign exchange markets settle
payments generally in London and in the city of the Fiscal Agent’s and, if
applicable, the Registrar’s specified office and (if a payment is to be made on
that day):


(a)             in
the case of a payment currency other than euro, the Principal Financial Centre
for such currency (which, in the case of Australian dollars shall be Sydney and
in the case of New Zealand dollars shall be Auckland and Wellington); or


(b)            in
the case of a payment in euro, a day on which the Trans-European Automated
Realtime Gross Settlement Express Transfer (“TARGET”)
System is open.


“Calculation Agent” means Deutsche Bank AG, London Branch as
Calculation Agent hereunder or such other Calculation Agent(s) as may be
appointed hereunder from time to time either generally or in relation to a
specific issue or Series of Notes.


“Certificate” means a registered certificate representing one
or more Registered Notes of the same Series (including, and if the context so
admits, the Registered Global Note) and, save as provided in the Conditions,
comprising the entire holding by a Noteholder of his Registered Notes of that
Series and, save in the case of Registered Global Notes, being substantially in
the form set out in Schedule 5 (Forms of Certificate).


“Clearstream, Luxembourg” means Clearstream Banking, société
anonyme.


“Common Depositary” means, in relation to a Series of the
Notes, a depositary common to Euroclear and Clearstream, Luxembourg.


“Conditions” means in respect of the Notes of each Series the
terms and conditions applicable thereto which shall (a) be substantially in the
form set out in Schedule 6 (Terms and Conditions of
the Notes) as modified, with respect to any Notes represented by a
Global Note, by the provisions of such Global Note, (b) incorporate any
additional provisions forming part of such terms and conditions set out in the
Final Terms relating to the Notes of that Series and (c) be endorsed on the
Definitive Notes subject to amendment and completion as referred to in the
first paragraph of Schedule 6 (Terms and Conditions of
the Notes) and any reference to a particularly numbered Condition
shall be construed accordingly.


“Definitive Note” means a Bearer Note in definitive form or,
unless the context requires otherwise, a Certificate (other than a Registered
Global Note) substantially in 



 2
 






 



the form set out
in Schedule 4 (Forms of Bearer Note)
or Schedule 5 (Forms of Certificate),
as the case may be, and having, where appropriate, Coupons, a Talon and/or
Receipt(s) attached thereto on issue.


“Euroclear” means Euroclear Bank S.A./N.V., as operator of
the Euroclear System.


“Exercise Notice” has the meaning given to it in the
Conditions and, in the case of a Noteholders’ redemption option, shall be
substantially in the form set out in Schedule 11 (Forms of
Exercise Notice for Redemption Option).


“Extraordinary Resolution” has the meaning set out in
Schedule 10 (Provisions for Meetings of Noteholders).


“Final Terms” means, in relation to a Tranche, a set of final
terms, for the purposes of Article 5.4 of the Prospectus Directive, issued
specifying the relevant issue details of such Tranche, substantially in the
form of Schedule 2 to the Procedures Memorandum.


“Fiscal Agent” means Deutsche Bank AG, London Branch as
Fiscal Agent hereunder or such other Fiscal Agent as may be appointed from time
to time hereunder.


“Global Note” means a Bearer Global Note or, as the context
may require, a Registered Global Note.


“Issue Date” means, in relation to any Tranche, the date on
which the Notes of that Tranche have been issued or, if not yet issued, the
date agreed for their issue between the Issuer and the Relevant Dealer(s).


“outstanding” means, in relation to the Notes of any Series,
all the Notes issued other than (a) those that have been redeemed in accordance
with the Conditions, (b) those in respect of which the date for redemption has
occurred and the redemption moneys (including all interest accrued on such
Notes to the date for such redemption and any interest payable after such date)
have been duly paid to the Fiscal Agent as provided in this Agreement and
remain available for payment against presentation and surrender of Notes,
Certificates, Receipts and/or Coupons, as the case may be, (c) those which have
become void or in respect of which claims have become prescribed, (d) those
which have been purchased and cancelled as provided in the Conditions, (e)
those mutilated or defaced Bearer Notes that have been surrendered in exchange
for replacement Notes, (f) (for the purpose only of determining how many Notes
are outstanding and without prejudice to their status for any other purpose)
those Bearer Notes alleged to have been lost, stolen or destroyed and in
respect of which replacement Notes have been issued, and (g) any Temporary
Global Note to the extent that it shall have been exchanged for a Permanent
Global Note and any Global Note to the extent that it shall have been exchanged
for one or more Definitive Notes, in either case pursuant to its provisions; provided that, for the purposes of (i) ascertaining the
right to attend and vote at any meeting of Noteholders and (ii) the
determination of how many Notes are outstanding for the purposes of Condition
12 (Meeting of Noteholders, Modifications
and Waiver) and Schedule 10 (Provisions
for Meetings of



 3
 






 



Noteholders),
those Notes that are beneficially held by, or are held on behalf of any Issuer
or any of its subsidiaries or the Guarantor or any of its subsidiaries and not
cancelled shall (unless and until ceasing to be so held) be deemed not to be
outstanding.


“Partly-paid Note” means a Note in relation to which the
initial subscription moneys are payable to the Issuer in two or more
instalments.


“Paying Agents” means the Fiscal Agent and the Paying Agent
referred to above and such further or other Paying Agent or Agents as may be
appointed from time to time hereunder.


“Permanent Global Note” means a Bearer Global Note
representing Notes of one or more Tranches of the same Series, either on issue
or upon exchange of a Temporary Global Note, or part of it, and which shall be
substantially in the form set out in Schedule 2 (Forms of
Permanent Global Note).


“Procedures Memorandum” means the memorandum detailing the
administrative procedures and guidelines relating to the settlement of issues
of Notes (other than Syndicated Issues).


“Programme Agreement” means the Amended and Restated
Programme Agreement dated 3 October 2005 between the Issuers, the Guarantor,
Deutsche Bank AG, London Branch and the other Dealers named in it.


“Programme Limit” has the meaning given to it in the
Programme Agreement.


“Prospectus Directive” means Directive
2003/71/EC.


“Register” means the register referred to in Section 11
(Additional Duties of the Registrar).


“Registered Global Note” means a note substantially in the
form set out in Schedule 3 (Forms of Registered Global
Note) representing Registered Notes of one or more Tranches of the
same Series that are registered in the name of a nominee for Euroclear,
Clearstream, Luxembourg and/or any other clearing system.


“Registered Note” means a Note that is in registered form.


“Registrar” means Deutsche Bank Trust Company Americas as Registrar
hereunder or such other Registrar as may be appointed hereunder either
generally or in relation to a specific Series of Notes.


“Regulations” mean the regulations referred to in
Section 12 (Regulations Concerning Registered Notes).


“Relevant Dealer(s)” means, in relation to any Tranche, the
Dealer or Dealers with whom the Issuer has concluded or is negotiating an
agreement for the issue of such Tranche.



 4
 






 



“Series” means a Tranche, together with any further Tranche
or Tranches, which are (i) expressed to be consolidated and forming a single
series and (ii) are identical in all respects (including listing) except for
their respective Closing Dates, issue prices and/or dates of the first payment
of interest and related matters.


“specified office” means each of the offices of the Agents
specified herein and shall include such other office or offices as may be
specified from time to time hereunder.


“Subscription Agreement” means an agreement between an Issuer
and, where applicable, the Guarantor and one or more Dealers made pursuant to
Clause 2.3 (Syndicated Issues)
of the Programme Agreement.


“Syndicated Issue” means an issue of Notes pursuant to
Clause 2.3 (Syndicated Issues)
of the Programme Agreement.


“Temporary Global Note” means a Bearer Global Note representing
Notes on issue and which shall be substantially in the form set out in
Schedule 1 (Forms of Temporary Global Note).


“Tranche” means, in relation to a Series, those Notes of that
Series that are issued on the same date.


“Transfer Agent” means the Transfer Agent(s) appointed
hereunder and such further or other Transfer Agent(s) as may be appointed from
time to time hereunder either generally or in relation to a specific Series of
Notes.


1.2                           Construction
of Certain References to:


1.2.1                            principal
and interest shall be construed in accordance with Condition 7 (Payments and Talons); and


1.2.2                            costs,
charges, remuneration or expenses include any value added, turnover or similar
tax charged in respect thereof.


1.3                           Sections,
Clauses and Schedules unless otherwise specified


Sections,
Clauses and Schedules are references to, respectively, sections, clauses
and schedules to this Agreement and references to a “Section”
of this Agreement are to the singly numbered paragraphs of this Agreement which
may comprise one or more Clauses, for example, Section 1 (Definitions
and Interpretation) which comprises Clauses 1.1 (Definitions) to Clause 1.10 (Future Note issuance pursuant to this Agreement only)
inclusive, and references to “Clauses” are to
the Clauses into which each Section is divided.


1.4                           Headings


Headings shall be
ignored in construing this Agreement.



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1.5                           Contracts


References in this
Agreement to this Agreement or any other document are to this Agreement or
those documents as amended, supplemented or replaced from time to time in
relation to the Programme and include any document which amends, supplements or
replaces them.


1.6                           Schedules


The Schedules are
part of this Agreement and have effect accordingly.


1.7                           Alternative
Clearing System


References in this
Agreement to Euroclear, and/or Clearstream, Luxembourg shall, wherever the
context so permits, be deemed to include reference to any additional or
alternative clearing system approved by the relevant Issuer, the Guarantor (if
applicable) and the Fiscal Agent and the Registrar (if applicable).


1.8                           Contracts
(Rights of Third Parties) Act 1999


A person who is
not a party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement, but this does not affect
any right or remedy of a third party which exists or is available apart from
that Act.


1.9                           Amendment
and Restatement


With effect from
the date hereof, the provisions of the Original Agency Agreement shall be
amended and restated and shall take effect in the form set out in this Amended
and Restated Agency Agreement and all references in this Amended and Restated
Agency Agreement to “this Agency Agreement”,
“this Agreement”, “hereof”, “hereunder”
and expressions of similar import shall be construed as references to the
Original Agency Agreement as so amended and restated.  Any Notes issued on or after the date of this
Amended and Restated Agency Agreement shall be issued pursuant to this Amended
and Restated Agency Agreement.  This does
not affect any Notes issued prior to the date of this Amended and Restated
Agency Agreement.  Subject to such
amendment and restatement, the Original Agency Agreement shall continue in full
force and effect.


1.10                     Future Note
issuances pursuant to this Agreement only


For avoidance of
doubt, ANZBGL, ANZNBL and ANZNIL and each of the relevant Agents hereunder
acknowledge and agree that any Notes issued after the date hereof shall be
issued pursuant to this Agreement and no further Notes shall be issued pursuant
to the Original Agency Agreement.


2.                                 Appointment and Duties


2.1                           Fiscal
Agent, Transfer Agents and Registrar


Each Issuer and
the Guarantor appoints Deutsche Bank AG, London Branch at its specified office
in London as Fiscal Agent and Paying Agent in respect of each Series 



 6
 






 



of Bearer Notes
issued by it in accordance with the Conditions. Each Issuer and the Guarantor
appoints Deutsche Bank AG, London Branch at its specified office in London as
Transfer Agent and appoints Deutsche Bank Trust Company Americas at its
specified office in New York as Registrar and Transfer Agent in each case in
respect of each Series of Registered Notes issued by it in accordance with the
Conditions.


2.2                           Paying
Agent


Each Issuer and
the Guarantor appoints Deutsche Bank AG, London Branch at its specified office
as Paying Agent in respect of each Series of Bearer Notes issued by it in
accordance with the Conditions, unless the Final Terms relating to a Series of
Notes issued by it lists the Agents appointed in respect of that Series, in
which case, only those persons acting through their specified offices shall be
appointed in respect of that Series.


2.3                           Calculation
Agent


Deutsche Bank AG,
London Branch may be appointed as Calculation Agent in respect of any Series of
Notes by agreement with the relevant Issuer. 
Deutsche Bank AG, London Branch shall be treated as having agreed to act
as Calculation Agent in respect of a Series if it shall have been named as
Calculation Agent in the relevant Final Terms no later than three Business Days
before the Issue Date or, if earlier, the first date on which it is required to
make any calculation or determination and shall not have notified the relevant
Issuer that it does not wish to be so appointed within two Business Days of
having been so named.


2.4                           Agents’
Duties


The obligations of
the Agents are several and not joint. 
Each Agent shall be obliged to perform only such duties as are
specifically set out in this Agreement, the Conditions and the Procedures
Memorandum and any duties necessarily incidental to them.  No implied duties or obligations shall be
read into any such documents.  No Agent
shall be obliged to perform additional duties set out in any Final Terms and
thereby incorporated into the Conditions unless it shall have previously agreed
to perform such duties.  If the
Conditions are amended on or after a date on which any Agent accepts any
appointment in a way that affects the duties expressed to be performed by such
Agent, it shall not be obliged to perform such duties as so amended unless it
has first approved the relevant amendment. 
No Agent shall be under any obligation to take any action under this
Agreement that it expects, and has so notified the relevant Issuer in writing,
will result in any expense to or liability of such Agent, the payment of which
is not, in its opinion, assured to it within a reasonable time.


2.5                           Admission
to Listing, Trading and/or Quotation


2.5.1                             In
connection with each Tranche of Notes to be admitted to listing, trading and/or
quotation on any listing authority, stock exchange and/or quotation system the
Fiscal Agent undertakes that, in accordance with the Procedures Memorandum and
the rules of the relevant listing authority, stock exchange 



 7
 






 



and/or quotation system, it will send (once
signed by the relevant Issuer (and the Guarantor if applicable) and received by
the Fiscal Agent and in any event no later than 12 noon one day prior to the
relevant Trade Date) the Final Terms relating to such Tranche of Notes , and
any other relevant documents required by the relevant listing authority, stock
exchange or quotation system, by e-mail or fax (as required) to the relevant
listing authority, stock exchange or quotation system, and that it will
undertake any other relevant acts, necessary to ensure listing, trading and/or
quotation of that Tranche of Notes with such listing authority, stock exchange
or quotation system.


2.5.2                            The
Fiscal Agent will notify the relevant Issuer (and the Guarantor if applicable)
immediately if at any time the Fiscal Agent is notified by the relevant listing
authority, exchange or quotation system that the admission to listing, trading
and/or quotation of the relevant Tranche of Notes has been refused or will
otherwise not take place, and will otherwise comply with the Procedures
Memorandum in respect of any Tranche of Notes to be admitted to listing,
trading, and/or quotation.


3.                                 Issue of Notes and Certificates


3.1                           Preconditions
to Issue


The relevant
Issuer and, where applicable, the Guarantor shall not agree to any Issue Date
unless it is a Business Day.  No later
than five Business Days before issuing any Partly-paid Notes or any Notes that
are intended to be cleared through a clearing system other than Euroclear or
Clearstream, Luxembourg the relevant Issuer shall inform the Fiscal Agent of
its wish to issue such Notes and shall agree with the Fiscal Agent (i) the
procedure for the acceptance of further instalments of the subscription moneys,
in the case of Partly-paid Notes, or (ii) the procedure for issuing such Notes,
in the case of Notes that are to be cleared through such other clearing system,
which agreement shall cover the time, date and place for the delivery of the
relative Global Note by the Fiscal Agent, whether such delivery is to be free
of payment or against payment, an appropriate method for determining non-U.S.
beneficial ownership of Notes in accordance with applicable U.S. law and the
method by which the Fiscal Agent is to receive any payment, and hold any
moneys, on behalf of the relevant Issuer and, where applicable, the Guarantor.


3.2                           Notification


Not later than the
time specified in the Procedures Memorandum, in the case of non-Syndicated
Issues, or five Business Days before the Issue Date, in the case of Syndicated
Issues, the relevant Issuer shall in respect of each Tranche notify and/or
confirm to the Fiscal Agent by fax or in writing all such information as the
Fiscal Agent may require for it to carry out its functions as contemplated by
this Section 3 (Issue of Notes and
Certificates), and in particular the details required for it to
complete the relevant Global Note, and, in the case of a non-Syndicated Issue,
the aggregate principal amount of Notes of each Tranche to be subscribed by the
Relevant 



 8
 






 



Dealer or other
subscriber pursuant to the Programme Agreement and the account of the Dealer or
such subscriber to which delivery should be made.


3.3                           Issue
of Certificates and Global Notes


Upon receipt by
the Fiscal Agent of the information enabling it, and instructions, to do so,
the Fiscal Agent shall, in the case of Bearer Notes, prepare and complete a
Temporary Global Note or, as the case may be, Permanent Global Note in an
aggregate principal amount equal to that of the Tranche to be issued or, in the
case of Registered Notes, notify the Registrar of all relevant information,
whereupon the Registrar shall complete one or more Certificates in an aggregate
principal amount equal to that of the Tranche to be issued, authenticate
(unless the Fiscal Agent is to do so in its capacity as, or as agent for, the
Registrar) each Certificate (or cause its agent on its behalf to do so) and
deliver them to, or to the order of, the Fiscal Agent not later than the time
specified by the Fiscal Agent (which shall be no earlier than one Business Day
after receipt by the Registrar of such instructions).


3.4                           Delivery
of Certificates and Global Notes


Immediately before
the issue of any Global Note, the Fiscal Agent (or its agent on its behalf)
shall authenticate it.  Following
authentication of any Global Note or receipt of any Certificate the Fiscal
Agent shall (in the case of any unauthenticated Certificate after first
authenticating it as, or as agent for, the Registrar) deliver it:


3.4.1                            in the
case of a Tranche (other than for a Syndicated Issue) intended to be cleared
through a clearing system, on the Business Day immediately preceding its Issue
Date to the Common Depositary or to such clearing system or other depositary
for a clearing system as shall have been agreed between the relevant Issuer and
the Fiscal Agent, together with instructions to the clearing systems to whom
(or to whose depositary) such Global Note has been delivered to credit the
underlying Notes represented by such Global Note to the securities account(s)
at such clearing systems that have been notified to the Fiscal Agent by the relevant
Issuer on a delivery against payment basis or, if notified to the Fiscal Agent
by the relevant Issuer, on a delivery free of payment basis; or


3.4.2                            in the
case of a Syndicated Issue, on the Issue Date specified in the relevant
Subscription Agreement to, or to the order of, the lead manager of such
Syndicated Issue at such place as shall be specified in the relevant
Subscription Agreement (or such other time, date and/or place as may have been
agreed between the relevant Issuer and the Fiscal Agent) against the delivery
to the Fiscal Agent of evidence that payment of the subscription moneys due has
been made to the relevant Issuer, such evidence to be in the form set out in
such Subscription Agreement; or


3.4.3                            otherwise,
at such time, on such date, to such person and in such place as may have been
agreed between the relevant Issuer and the Fiscal Agent.



 9
 






 



The Fiscal Agent
shall immediately notify the Registrar if for any reason a Certificate is not
delivered in accordance with the relevant Issuer’s instructions.  Failing any such notification, the Registrar
shall cause an appropriate entry to be made in the Register to reflect the
issue of the Notes to the person(s) whose name and address appears on each such
Certificate on the Issue Date.


3.5                           Clearing
Systems


In delivering any
Global Note in accordance with sub-clause 3.4.1 (Delivery of
Certificates and Global Notes), the Fiscal Agent shall give
instructions to the relevant clearing system to hold the Notes represented by
it to the order of the Fiscal Agent pending transfer to the securities
account(s) referred to in sub-clause 3.4.1 (Delivery of
Certificates and Global Notes). 
Upon payment for any such Notes being made to the Fiscal Agent, it shall
transfer such payment to the account notified to it by the relevant Issuer or,
if applicable, the Guarantor.  For so
long as any such Note continues to be held to the order of the Fiscal Agent,
the Fiscal Agent shall hold such Note to the order of the relevant Issuer.


3.6                           Advance
Payment


If the Fiscal
Agent pays an amount (the “Advance”) to
the relevant Issuer on the basis that a payment (the “Payment”)
has been, or will be, received from any person and if the Payment has not been,
or is not, received by the Fiscal Agent on the date the Fiscal Agent pays the
relevant Issuer, the relevant Issuer shall, on demand, reimburse the Fiscal
Agent the Advance and pay interest to the Fiscal Agent on the outstanding
amount of the Advance from the date on which it is paid out to the date of
reimbursement at the rate per annum equal to the cost to the Fiscal Agent of
funding such amount, as certified by the Fiscal Agent.


3.7                           Exchange
for Permanent Global Notes and Definitive Notes


On and after the
due date for exchange of any Temporary Global Note which is exchangeable for a
Permanent Global Note, the Fiscal Agent shall, on presentation to it or to its
order of the Temporary Global Note, prepare and complete a Permanent Global
Note, authenticate it (or cause its agent on its behalf to do so) and procure
the exchange of interests in such Temporary Global Note for interests in an
equal aggregate principal amount of such Permanent Global Note in accordance
with such Temporary Global Note.  On or
after the due date for exchange of any Global Note which is exchangeable for
Definitive Notes, the Fiscal Agent shall, on presentation to it or to its order
of the Global Note, procure the exchange of interests in such Global Note for
Definitive Notes (if applicable, having attached Coupons, a Talon and/or
Receipts other than any that mature on or before the relevant date for
exchange) in a principal amount equal to that portion of such Global Note
submitted for exchange in accordance with such Global Note.



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3.8                           Signing
of Notes, Certificates, Receipts, Coupons and Talons


The Notes,
Certificates, Receipts, Coupons and Talons shall be signed manually or in
facsimile on behalf of the relevant Issuer by two duly authorised signatories
of the relevant Issuer.  The relevant
Issuer shall promptly notify the Fiscal Agent of any change in the names of the
person whose signature is to be used on any Note or Certificate and shall if
necessary provide new master Global Notes reflecting such changes.  Such Issuer may, however, adopt and use the
signature of any person who at the date of signing a Note, Certificate,
Receipt, Coupon or Talon is a duly authorised signatory of the Issuer even if,
before the Note, Certificate, Receipt, Coupon or Talon is issued, he ceases for
whatever reason to hold such office and the Notes, Certificates, Receipts,
Coupons or Talons issued in such circumstances shall nevertheless be (or, in
the case of Certificates, represent) valid and binding obligations of the
relevant Issuer (unless the relevant Issuer gives the Fiscal Agent notice
otherwise or until replacements have been provided to the Fiscal Agent).  Definitive Notes, Receipts, Coupons and
Talons shall be security printed, and Certificates shall be printed, in
accordance with all applicable listing authority, exchange and/or quotation
system requirements.


3.9                           Details
of Notes and Certificates Delivered


As soon as
practicable after delivering any Global Note or Definitive Note, the Fiscal
Agent or the Registrar, as the case may be, shall supply to the relevant Issuer
and the other Agents all relevant details of the Notes or Certificates
delivered, in such format as it shall from time to time agree with the relevant
Issuer.


3.10                     Cancellation


If any Note in
respect of which information has been supplied under Clause 3.2 (Notification) is not to be issued on a given Issue Date, the
relevant Issuer shall immediately (and, in any event, prior to the Issue Date)
notify the Fiscal Agent and, in the case of Registered Notes, the
Registrar.  Upon receipt of such notice,
neither the Fiscal Agent nor the Registrar shall thereafter issue or release
the relevant Note(s) or Certificate(s) but shall cancel and, unless otherwise
instructed by the relevant Issuer, destroy them.


3.11                     Outstanding
Amount


The Fiscal Agent
shall, upon request from an Issuer, the Guarantor or any Dealer, inform such
person of the aggregate principal amount of Notes, or Notes of any particular
Series issued by the relevant Issuer, then outstanding at the time of such
request.


3.12                     Procedures
Memorandum


The Issuers shall
furnish a copy of the Procedures Memorandum from time to time in effect to the
Fiscal Agent and the Registrar.  The
parties agree that all issues of Notes shall be made in accordance with the
Procedures Memorandum unless in respect of any issue of Notes the relevant
Issuer, the Guarantor (where applicable), the Relevant Dealer(s) and the Fiscal
Agent and, in the case of Registered Notes, the Registrar 



 11
 






 



agree otherwise in
respect of any issue.  The Procedures
Memorandum may only be amended with the consent of the Issuers, the Guarantor
(where applicable), the Relevant Dealer(s), the Fiscal Agent and the Registrar.


4.                                 Payment


4.1                           Payment
to the Fiscal Agent


The relevant
Issuer, or, in default, the Guarantor (if applicable), shall not later than
10.00 a.m. in the Principal Financial Centre for the currency in which the
Notes are denominated (which, for the purposes of Notes denominated in euro,
shall be the jurisdiction in which the account specified by the Fiscal Agent is
located), on each date on which any payment in respect of the Notes issued by
it becomes due, transfer to the Fiscal Agent such amount as may be required for
the purposes of such payment.  In this
Clause, the date on which a payment in respect of the Notes becomes due means
the first date on which the holder of a Note, Receipt or Coupon could claim the
relevant payment by transfer to an account under the Conditions, but
disregarding the necessity for it to be a business day in any particular place
of presentation.


4.2                           Pre-advice
of Payment


The relevant
Issuer and, where applicable, the Guarantor, shall ensure that no later than
3.00 p.m. in the city of the Fiscal Agent’s specified branch on the second
Business Day preceding the date on which the payment to the Fiscal Agent
required by Clause 4.1 (Payment to the Fiscal
Agent) is to be made that the Fiscal Agent shall receive a copy of
an irrevocable payment instruction from such Issuer, or, in default, the
Guarantor (if applicable), to such bank, or SWIFT confirmation from such bank,
in any case, confirming the relevant account details, the amount and the value
date for such payment.


4.3                           Notification
of Failure to Pre-advise Payment


The Fiscal Agent
shall forthwith notify by fax each of the other Agents, the relevant Issuer
and, where applicable, the Guarantor if it has not received the confirmation
referred to in Clause 4.2 (Pre-advice of Payment)
by the time specified for its receipt, unless it is satisfied that it will
receive the amount referred to in Clause 4.1 (Payment to
the Fiscal Agent).


4.4                           Payment
by Agents


Subject as
provided in Clause 4.7 (Suspension of Payment by
Agents), each of the Paying Agents, in the case of Bearer Notes,
each of the Registrar and the Transfer Agents, in the case of the final payment
in respect of any Series of Registered Notes, and the Registrar, in the case of
all other payments in respect of Registered Notes, shall, subject to and in
accordance with the Conditions, pay or cause to be paid on behalf of the
relevant Issuer on and after each due date all amounts due in respect of the
Notes, Receipts and Coupons issued by it and shall be entitled to claim any
amounts so paid from the Fiscal Agent.



 12
 






 



4.5                           Notification
of Non-payment


The Fiscal Agent
shall as soon as practicable after 11.00 a.m. in the Principal Financial
Centre for the currency in which the Notes are denominated (which, for the
purposes of Notes denominated in euro, shall be the jurisdiction in which the
account specified by the Fiscal Agent is located), on each date on which a
payment in respect of the Notes becomes due notify by fax each of the other
Agents, the relevant Issuer and, where applicable, the Guarantor if it has not
received the amount referred to in Clause 4.1 (Payment to
the Fiscal Agent) by the time specified for its receipt, unless it
is satisfied that it will receive such amount.


4.6                           Payment
After Failure to Pre-advise or Late Payment


The Fiscal Agent
shall notify by fax each of the other Agents, the relevant Issuer and, where
applicable, the Guarantor if at any time following the giving of a notice by
the Fiscal Agent under Clause 4.3 (Notification of Failure to
Pre-advise Payment) or Clause 4.5 (Notification
of Non-payment) either any payment provided for in Clause 4.1 (Payment to the Fiscal Agent) is made on or after its due
date but otherwise in accordance with this Agreement or the Fiscal Agent is
satisfied that it will receive such payment.


4.7                           Suspension
of Payment by Agents


Upon receipt of a
notice from the Fiscal Agent under Clause 4.5 (Notification
of Non-payment), each Agent shall cease making payments in
accordance with Clause 4.4 (Payment by
Agents) as soon as is reasonably practicable.  Upon receipt of a notice from the Fiscal
Agent under Clause 4.6 (Payment After Failure to
Pre-advise or Late Payment), each Agent shall make, or shall
recommence making, payments in accordance with Clause 4.4 (Payment by Agents).


4.8                           Reimbursements
of Agents


Subject to receipt
of funds pursuant to Clause 4.1 (Payment to the Fiscal
Agent), the Fiscal Agent shall on demand promptly reimburse each
Agent for payments in respect of the Notes, Receipts and Coupons properly made
by it in accordance with the Conditions and this Agreement.


4.9                           Method
of payment to Fiscal Agent


All sums payable
to the Fiscal Agent hereunder shall be paid in the currency in which such sums
are denominated and in immediately available or same day funds to such account
with such bank as the Fiscal Agent may from time to time notify to the relevant
Issuer and, where applicable, the Guarantor.


4.10                     Moneys held
by Fiscal Agent


The Fiscal Agent
may deal with moneys paid to it under this Agreement in the same manner as
other moneys paid to it as a banker by its customers except that (a) it may not
exercise any lien, right of set-off or similar claim in respect of them and (b)
it shall 



 13
 






 



not be liable to
anyone for interest on any sums held by it under this Agreement.  No money held by any Agent need be segregated
except as required by law.


4.11                     Partial
Payments


If on presentation
of a Note, Certificate, Receipt or Coupon only part of the amount payable in
respect of it is paid (except as a result of a deduction of tax permitted by
the Conditions), the Agent to whom it is presented shall procure that it is
enfaced with a memorandum of the amount paid and the date of payment and shall
return it to the person who presented it. 
Upon making payment of only part of the amount payable in respect of any
Registered Note or being informed of any such partial payment by a Transfer
Agent, the Registrar shall make a note of the details of such payment in the
Register.


5.                                 Repayment


If claims in respect
of any Note, Receipt or Coupon become void or prescribed under the Conditions,
the Fiscal Agent shall forthwith repay to the relevant Issuer or, where
applicable, the Guarantor the amount that would have been due on such Note,
Receipt or Coupon, if it or the relative Certificate had been presented for
payment before such claims became void or prescribed.  Subject to Section 18 (Changes in Agents), the Fiscal Agent shall not however be
otherwise required to repay any sums received by it under this Agreement.


6.                                 Early Redemption and Exercise of Options


6.1                           Notice
to Fiscal Agent


If the relevant
Issuer intends (other than consequent upon an Event of Default or upon any
right of the holder to require redemption) to redeem all or any of the Notes of
any Series before their stated maturity date or to exercise any such Issuer’s
option in the Conditions it shall, at least 14 days (or such other period as
may be agreed) before the latest date for the publication of the notice of
redemption or of exercise of such Issuer’s option required to be given to
Noteholders, give notice of such intention to the Fiscal Agent and (in the case
of Registered Notes) to the Registrar stating the date on which such Notes are
to be redeemed or such option is to be exercised and the principal amount of
Notes to be redeemed or subject to the option.


6.2                           Drawing
on Partial Redemption or Exercise of Option


If some only of
the Notes of a Series are to be redeemed, or subject to the exercise of any
such Issuer’s option, on such date the Fiscal Agent shall make the drawing that
is required in accordance with the Conditions (subject to the provisions of any
Global Note representing the Notes of such Series).


6.3                           Notice
to Noteholders


The Fiscal Agent
shall publish any notice to Noteholders required in connection with any such
redemption or exercise of any such Issuer’s option and shall at the same time 



 14
 






 



also publish a
separate list of the certificate numbers of any Bearer Notes previously drawn
and not presented either for payment or as may otherwise be required pursuant
to any such Issuer’s option and of the principal amount of Registered Notes
drawn and in respect of which the related Certificates have not been so
presented.  Such notice shall specify the
date fixed for redemption or exercise of any option, the redemption price and
the manner in which redemption will be effected or the terms of the exercise of
such option and, in the case of a partial redemption or exercise of any option,
the certificate numbers of the Bearer Notes drawn and the principal amount of
Registered Notes drawn. In addition, the Fiscal Agent shall send to each holder
of Registered Notes that are called in whole or in part for redemption or
exercise of any option, at its address shown in the Register, a copy of such
notice together with details of such holders Registered Notes called for
redemption or subject to any option and the extent of such redemption or the
terms of the exercise of such option.


6.4                           Option
Exercise Notices


The Paying Agents
with which a Bearer Note or the Registrar or the Transfer Agents with which a
Certificate is deposited in a valid exercise of any Noteholders’ option shall
hold such Note (together with any Coupons, Receipts or Talon relating to it
deposited with it) or Certificate on behalf of the depositing Noteholder (but
shall not, save as provided below, release it) until the due date for
redemption of, or exercise of the option relating to, the relevant Note(s)
consequent upon the exercise of such option, when, in the case of an option to
redeem, and subject as provided below, it shall present any such Note,
Certificate, Coupons, Receipts and Talon to itself for payment of the amount
due in accordance with the Conditions and shall pay such moneys in accordance
with the directions of the Noteholder contained in the Exercise Notice.  In the event of the exercise of any other
option, each Agent shall take the steps required of it in the Conditions and,
in the case of Registered Notes, Sections 10 (Additional
Duties of the Transfer Agents) and 11 (Additional
Duties of the Registrar).  If
any such Note becomes immediately due and payable before the due date for its
redemption or exercise of the option, or if upon due presentation payment of
the amount due is improperly withheld or refused or exercise of the option is
improperly denied, the Agent concerned shall mail such Note (and any related
Coupons, Receipts or Talon) or its Certificate by uninsured post to, and at the
risk of, the relevant Noteholder (unless the Noteholder otherwise requests and
pays the costs of such insurance in advance to the relevant Agent) to such
address as may have been given by the Noteholder in the Exercise Notice or, in
the case of Registered Notes where no address has been given, to the address
appearing in the Register.  At the end of
each period for the exercise of any such option, each Agent shall promptly
notify the Fiscal Agent of the principal amount of the Notes in respect of
which such option has been exercised with it together with their certificate
numbers (or those of the Certificates representing them) and the Fiscal Agent
shall promptly notify such details to the relevant Issuer and, where
applicable, the Guarantor.



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7.                                 Cancellation, Destruction,
Records and Reporting Requirements


7.1                           Cancellation


All Bearer Notes
that are redeemed (together with such unmatured Receipts or Coupons or
unexchanged Talons as are attached to or are surrendered with them at the time
of such redemption), all Certificates representing Registered Notes that are
redeemed, all Receipts and Coupons that are paid in full and all Talons that
have been exchanged for Coupon sheets shall be cancelled forthwith by the
Paying Agents, Transfer Agents or Registrar through which they are redeemed,
paid or exchanged.  Such Paying Agents or
Transfer Agents shall send to the Fiscal Agent, in the case of Bearer Notes, or
the Registrar, in the case of Registered Notes, the details required by such
person for the purposes of this Clause and the cancelled Notes, Receipts,
Coupons, and Talons and/or Certificates.


7.2                           Cancellation
by Issuers


If the relevant
Issuer or any of its subsidiaries purchase any Notes issued by such Issuer or,
where applicable, the Guarantor or any of its subsidiaries purchase any Notes
issued by ANZNIL, in each case that are to be cancelled rather than held and
resold in accordance with the Conditions, such Issuer shall forthwith cancel
them or procure their cancellation, inform the Fiscal Agent or the Registrar,
as the case may be, and send them (if in definitive bearer form) to the Fiscal
Agent.


7.3                           Certificate
of Fiscal Agent or Registrar


The Fiscal Agent,
in the case of Bearer Notes, or the Registrar, in the case of Registered Notes
shall, within four months after the date of any such redemption, payment,
exchange or purchase, send the relevant Issuer and, where applicable, the
Guarantor a certificate stating (a) the aggregate principal amount of Notes
that have been redeemed and cancelled and the aggregate amount paid in respect
of any related Receipts and/or Coupons that have been paid and cancelled or in
respect of interest paid on a Global Note or Registered Note, (b) the serial
numbers of such Notes and/or Receipts (c) the total number by maturity dates of
such Coupons, (d) the serial numbers and maturity dates of such Talons and (e)
the total number and maturity dates of unmatured Coupons, and the serial
numbers and maturity dates of unmatured Talons and Receipts, not surrendered
with Bearer Notes redeemed, in each case distinguishing between Bearer Notes of
each Series and denomination (and any Receipts, Coupons and Talons relating to
them) and Registered Notes of each Series.


7.4                                 Destruction


Unless otherwise
instructed by the relevant Issuer or, where applicable, the Guarantor or in the
case of a Bearer Global Note, it is returned to its bearer according to its
terms, the Fiscal Agent, in the case of Bearer Notes, and the Registrar, in the
case of Registered Notes, (or the designated agent of either) shall destroy the
cancelled Bearer Notes, Receipts, Coupons, and Talons and/or Certificates in
its possession and shall send the relevant Issuer, and Guarantor (if
applicable) a certificate giving the serial numbers of such Notes (or of the
Certificates representing them) in numerical sequence, the maturity dates and
serial numbers (in numerical sequence) of such Receipts and Talons and the
total numbers by maturity date of such Coupons, in each 



 16
 






 



case distinguishing between Bearer Notes of
each Series and denomination (and any Receipts, Coupons and Talons relating to
them) and Registered Notes of each Series and Receipts, Coupons and Talons that
have been paid or exchanged and those that have been surrendered for
cancellation before their due date.


7.5                           Records


The Fiscal Agent
shall keep a full and complete record of all Bearer Notes, Receipts, Coupons
and Talons (other than the serial numbers of Coupons) and of their redemption,
purchase, payment, exchange, cancellation, replacement and destruction and make
such records available at all reasonable times to the relevant Issuer and, where
applicable, the Guarantor.


7.6                           Reporting
Requirements


The Fiscal Agent
shall (on behalf of the relevant Issuer or, where applicable, the Guarantor)
submit such reports or information as may be required from time to time in
relation to the issue and purchase of Notes issued by such Issuer or, where
applicable, the purchase of Notes by the Guarantor, by applicable law,
regulations and guidelines promulgated by the relevant listing authority,
exchange and/or quotation system, or any other governmental regulatory
authority agreed between the Issuers and the Fiscal Agent.


8.                                 Coupon Sheets


As regards each
Bearer Note issued with a Talon, the Fiscal Agent shall, on or after the due
date for exchange of such Talon, make available in exchange for such Talon at the
specified office of the Fiscal Agent a further coupon sheet and, if relevant, a
further Talon appertaining to such Bearer Note, but subject always to the
relevant Issuer having procured the delivery of a supply of such coupon sheets
to the Fiscal Agent.  To the extent that
any Coupon in any such coupon sheet shall have become void before issue, the
Fiscal Agent shall cancel such Coupon and destroy it in accordance with the
provisions of 7.4 (Destruction).


9.                                Replacement Notes, Certificates, Receipts,
Coupons and Talons


9.1                          Replacement


Lost, stolen,
mutilated, defaced or destroyed Notes, Receipts, Coupons or Talons may be
replaced at the specified office of the Fiscal Agent (in the case of Bearer
Notes, Receipts, Coupons or Talons) and the Registrar (in the case of
Certificates) or such other Paying Agent or Transfer Agent, as the case may be,
from time to time designated by the relevant Issuer for the purpose.  The Fiscal Agent (in the case of Bearer
Notes) and the Registrar (in the case of Registered Notes and each in such
capacity, the “Replacement Agent”), shall issue
replacement Bearer Notes, Certificates, Receipts, Coupons and Talons in
accordance with the Conditions.



 17














 


9.2           Receipts, Coupons
and Talons on Replacement Bearer Notes


In the case of mutilated or
defaced Bearer Notes, the Replacement Agent shall ensure that (unless such
indemnity as the relevant Issuer and, where applicable, the Guarantor may
require is given) any replacement Note only has attached to it Receipts,
Coupons and/or a Talon corresponding to those attached to the Note that it
replaces. The Replacement Agent shall not issue any replacement Note or Coupon
unless and until the applicant therefor shall have:


9.2.1                            paid such costs as may be incurred in
connection therewith;


9.2.2                            in the case of Definitive Notes, furnished
the Replacement Agent with such evidence (including evidence as to the serial
number of the Definitive Note in question) and reasonable indemnity as the
relevant Issuer may require; and


9.2.3                            surrendered to the Replacement Agent any
mutilated or defaced Definitive Note or Coupon to be replaced.


9.3                           Cancellation


The Replacement Agent shall
cancel and, unless otherwise instructed by the relevant Issuer and, where
applicable, the Guarantor, destroy any mutilated or defaced Bearer Notes,
Certificates, Receipts, Coupons and Talons replaced by it and shall send the
relevant Issuer and, where applicable, the Guarantor and the Fiscal Agent a
certificate giving the information specified in Clause 7.4 (Destruction).


9.4                           Notification


The Replacement Agent shall,
on issuing a replacement Bearer Note, Certificate, Receipt, Coupon or Talon,
inform the other Agents of its certificate number and of the one that it
replaces.


9.5                           Presentation after Replacement


If a Bearer Note,
Certificate, Receipt, Coupon or Talon that has been replaced is presented to an
Agent for payment or exchange, that Agent shall forthwith inform the Fiscal
Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered
Notes, which shall so inform the relevant Issuer and, where applicable, the
Guarantor and the other Agents.


10.                           ADDITIONAL DUTIES OF THE TRANSFER AGENTS


Any Transfer Agent to whom a
Certificate is presented for the transfer of, or exercise of any Noteholders’
option relating to, Registered Notes represented by it shall notify the
Registrar of (a) the name and address of the holder of the Registered Note(s)
appearing on such Certificate, (b) the certificate number of such Certificate
and principal amount of the Registered Note(s) represented by it, (c) (in the
case of an exercise of an option) the contents of the Exercise Notice; (d) (in
the case of a transfer of, or exercise of an option relating to, part only) the
principal amount of the Registered Note(s) to be transferred or in respect of
which such option is exercised and (e) (in the case of a transfer) the name and
address of the transferee to be entered on 



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the Register and, subject to
Clause 7.4 (Destruction),
shall cancel such Certificate and forward it to the Registrar.


11.                           ADDITIONAL DUTIES OF THE REGISTRAR


The Registrar shall maintain
a Register for each Series of Registered Notes in accordance with the
Conditions and the Regulations. The Register shall show the number of issued
Certificates, their principal amount, their date of issue and their certificate
number (which shall be unique for each Certificate of a Series) and shall
identify each Registered Note, record the name and address of its initial
holder, all subsequent transfers, exercises of options and changes of ownership
in respect of it, the names and addresses of its subsequent holders and the
Certificate from time to time representing it, in each case distinguishing
between Registered Notes of the same Series having different terms as a result
of the partial exercise of any option. The Registrar shall at all reasonable
times during office hours make the Register available to the relevant Issuer,
the Guarantor (where applicable), the Fiscal Agent and the Transfer Agents or
any person authorised by any of them for inspection and for the taking of
copies and the Registrar shall deliver to such persons all such lists of
holders of Registered Notes, their addresses and holdings as they may request.


12.                           REGULATIONS CONCERNING REGISTERED NOTES


The relevant Issuer may,
subject to the Conditions, from time to time with the approval of the Fiscal
Agent, the Transfer Agents and the Registrar, promulgate regulations concerning
the carrying out of transactions relating to Registered Notes and the forms and
evidence to be provided. All such transactions shall be made subject to the
Regulations. The initial Regulations are set out in Schedule 12 (Regulations Concerning the Transfer and Registration
of Registered Notes).


13.                           DOCUMENTS AND FORMS


13.1                     Fiscal Agent


Each Issuer shall provide to
the Fiscal Agent in a sufficient quantity, in the case of
sub-clauses 13.1.2(ii), 13.1.3 and 13.1.4, for distribution among the
relevant Agents as required by this Agreement or the Conditions:


13.1.1                      executed master Global Notes to be used from
time to time for the purpose of issuing Notes in accordance with Section 3
(Issue of Notes and Certificates);


13.1.2                      if Definitive Notes in bearer form of any
Series are to be issued by it, (i) such Definitive Notes and any related
Coupons, Receipts and Talons, duly executed on behalf of the relevant Issuer,
(ii) specimens of such Notes, Coupons, Receipts and Talons and (iii) additional
forms of such Notes, Coupons, Receipts and Talons for the purpose of issuing
replacements, at least 14 days before the Exchange Date for the relative Bearer
Global Note (and the Fiscal Agent (or its agent on its behalf) shall
authenticate such Definitive Notes immediately before their issue);



 19
 






 



13.1.3                      all documents (including Exercise Notices)
required under the Notes issued by it or by any listing authority, exchange
and/or quotation system on which the Notes issued by it are admitted to
listing, trading and/or quotation to be available for issue or inspection
during business hours (and the Paying Agents, in the case of Bearer Notes, and
the Transfer Agents, in the case of Registered Notes, shall make such documents
available for collection or inspection to the Noteholders that are so
entitled); and


13.1.4                      forms of voting certificates and block voting
instructions, together with instructions as to how to complete, deal with and
record the issue of such forms (and the Paying Agents, in the case of Bearer
Notes, and the Transfer Agents, in the case of Registered Notes, shall make
such documents available to the relevant Noteholders and carry out the other
functions set out in Schedule 10 (Provisions
for Meetings of Noteholders)).


13.2                     Registrar


Each Issuer shall provide
the Registrar with enough blank Certificates and executed master Registered
Global Notes to meet the Transfer Agents’ and the Registrar’s anticipated
requirements for Certificates upon the issue and transfer of each of Series of
Registered Notes issued by it and for the purpose of issuing replacement
Certificates.


13.3                     Notes etc. held by Agents


Each Agent (a) acknowledges
that all forms of Notes, Certificates, Coupons, Receipts and Talons delivered
to and held by it pursuant to this Agreement shall be held by it as custodian
only and it shall not be entitled to and shall not claim any lien or other
security interest on such forms, (b) shall only use such forms in accordance
with this Agreement, (c) shall maintain all such forms in safe keeping, (d)
shall take such security measures as may reasonably be necessary to prevent
their theft, loss or destruction and (e) shall keep an inventory of all such
forms and make it available to the Issuers, the Guarantor and the other Agents
at all reasonable times.


14.                           DUTIES OF CALCULATION AGENT


The Calculation Agent shall
perform the duties expressed to be performed by it in the Conditions in respect
of each Series of Notes in respect of which it is appointed as Calculation
Agent. As soon as practicable after the relevant time on each Interest
Determination Date or such time on such date as the Conditions may require to
be calculated any Interest Amount, Redemption Amount or Instalment Amount, any
quotation to be obtained or any determination or calculation to be made by the
Calculation Agent, the Calculation Agent shall determine the Interest Rate and
calculate the Interest Amounts in respect of each denomination of the Notes for
the relevant Interest Accrual Period, Interest Period or Interest Payment Date,
calculate the Redemption Amount or Instalment Amount, obtain such quotation
and/or make such determination or calculation, as the case may be, and cause
the Interest Rate and the Interest Amounts for each Interest Accrual Period,
Interest Period or Interest 



 20
 






 



Payment Date and, if
required, the relevant Interest Payment Date and, if required to be calculated,
any Redemption Amount or Instalment Amount to be notified to any other
Calculation Agent appointed in respect of the Notes that is to make a further
calculation upon receipt of such information, the Fiscal Agent, the relevant
Issuer, the Guarantor (where applicable), each of the Paying Agents (in the
case of Bearer Notes), the Registrar (in the case of Registered Notes) the
relevant Noteholders and, if the relevant Notes are to be admitted to listing,
trading and/or quotation by a listing authority, exchange or quotation system
and the rules of such listing authority, exchange or quotation system so
require, such listing authority, exchange or quotation system as soon as
possible after their determination but in no event later than (i) the
commencement of the relevant Interest Period, if determined prior to such time,
in the case of notification to such listing authority, exchange or quotation
system of an Interest Rate and Interest Amount, or (ii) in all other cases, the
fourth Business Day (as defined in Condition 5(k) (Definitions)) after such determination. If the Calculation
Agent at any material time does not make any determination or calculation or
take any action that it is required to do pursuant to the Conditions, it shall
forthwith notify the relevant Issuer and the Fiscal Agent.


15.                           FEES AND EXPENSES


15.1                     Fees


The relevant Issuer or, if
the Issuer is ANZNIL, failing such Issuer, the Guarantor shall pay to the
Fiscal Agent the fees and expenses in respect of the Agents’ services as
separately agreed with the Fiscal Agent and none of the Issuers need concern
themselves with their apportionment between the Agents.


15.2                     Costs


Subject to any other
agreement with the Agents, the relevant Issuer or, if the Issuer is ANZNIL,
failing such Issuer, the Guarantor shall also pay on demand all reasonable
out-of-pocket expenses (including legal, advertising, telex and postage
expenses) incurred by the Agents in connection with their services together
with any applicable value added tax, sales, stamp, issue, registration,
documentary or other taxes or duties arising in relation to or in connection
with the relevant Issuer or the issue of any Notes by the relevant Issuer.


16.                           INDEMNITY


16.1                     By Issuers


Each of ANZBGL and ANZNBL
severally (where it is the relevant Issuer), and each of ANZNIL and the
Guarantor jointly and severally with each other only (where ANZNIL is the
relevant Issuer), shall on demand indemnify each Agent against any loss,
liability, cost, claim, action, demand or expense (including, but not limited
to, all costs, charges and expenses paid or incurred in disputing or defending
any of the foregoing) that it may incur or that may be made against it arising
out of or in relation to or in connection with its appointment or the exercise
of its functions under this 



 21
 






 



Agreement in relation to or
in connection with the relevant Issuer or in the case where ANZNIL is the
relevant Issuer only, the Guarantor, or the issue of Notes by the relevant
Issuer, except such as may result from a breach by such Agent of this Agreement
or its own negligence, bad faith or wilful default or that of its officers,
employees or agents.


16.2                     By Agents


Each Agent shall on demand
severally indemnify each Issuer and, where applicable, the Guarantor against
any loss, liability, costs, claim, action, demand or expense (including, but
not limited to, all costs, charges and expenses paid or incurred in disputing
or defending any of the foregoing) that the relevant Issuer or, as the case may
be, the Issuers or, where applicable, the Guarantor may incur or that may be
made against it as a result of such Agent’s negligence, bad faith or wilful
default or that of its officers, employees or agents.


16.3                     Survival of Indemnities


Notwithstanding anything
else to the contrary contained herein, the indemnities and obligations of the
parties contained in this Section 16 (Indemnity)
shall survive any termination of this Agreement howsoever caused and any
resignation or replacement of any Agent hereunder.


17.                           GENERAL


17.1                     No Agency or Trust


In acting under this
Agreement the Agents shall have no obligation towards or relationship of agency
or trust with the holder of any Note, Receipt, Coupon or Talon.


17.2                     Holder to be treated as Owner


Except as otherwise required
by law, each Agent shall treat the holder of a Note, Receipt, Coupon or Talon
as its absolute owner as provided in the Conditions and shall not be liable for
doing so.


17.3                     No Lien


No Agent shall exercise any
lien, right of set-off or similar claim against any holder of a Note, Receipt
or Coupon in respect of moneys payable by it under this Agreement.


17.4                     Taking of Advice


Each Agent may consult on
any legal matter any legal adviser selected by it, who may be an employee of or
adviser to any of the Issuers or the Guarantor, and it shall not be liable in
respect of anything done, or omitted to be done, relating to that matter in
good faith in accordance with that adviser’s opinion.



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17.5                     Reliance on Documents etc.


No Agent shall be liable in
respect of anything done or suffered by it in reliance on a Note, Certificate,
Receipt, Coupon, Talon or other document or information from any electronic or
other source reasonably believed by it to be genuine and to have been signed or
otherwise given or disseminated by the proper parties.


17.6                     Other Relationships


Any Agent and any other
person, whether or not acting for itself, may acquire, hold or dispose of any
Note, Receipt, Coupon, Talon or other security (or any interest therein) of the
Issuers or any other person, may enter into or be interested in any contract or
transaction with any such person, and may act on, or as depositary, trustee or
agent for, any committee or body of holders of securities of any such person,
in each case with the same rights as it would have had if that Agent were not
an Agent and need not account for any profit.


17.7                     List of Authorised Persons


Each Issuer and the
Guarantor shall provide the Fiscal Agent for itself and for delivery to each
other Agent with a copy of the certified list of persons authorised to take
action on its behalf in connection with this Agreement (as referred to in the
Initial Documentation List of the Programme Agreement) and shall notify the
Fiscal Agent and each other Agent immediately in writing if any of such persons
ceases to be so authorised or if any additional person becomes so authorised.
Unless and until notified of any such change, each Agent shall be entitled to
rely on the certificate(s) delivered to it and all instructions given in
accordance with such certificate(s) shall be binding on the relevant Issuer or
the Guarantor, as appropriate.


17.8                     Amendments


This Agreement may be
amended by the Issuers, the Guarantor and the Fiscal Agent, without the consent
of any other Agent or holder, for the purpose of curing any ambiguity or
curing, correcting or supplementing any defective provision contained herein or
in any manner which the Issuers, the Guarantor and the Fiscal Agent may
mutually deem necessary or desirable and which does not, in the reasonable
opinion of the Issuers, the Guarantor and the Fiscal Agent, adversely affect
the interests of the holders. Notice of any such amendment shall be given by
the Fiscal Agent to each of the other Agents.


18.                           CHANGES IN AGENTS


18.1                     Appointment and Termination


In relation to any Series of
Notes, the relevant Issuers and, where applicable, the Guarantor may at any
time appoint additional Paying Agents or Transfer Agents or an additional
Registrar and/or terminate the appointment of any Agent or appoint a replacement
Fiscal Agent, Registrar or Calculation Agent by giving to the Fiscal Agent and
that Agent at least 60 days’ notice to that effect, which notice shall expire
at least 10 days before or after any due date for payment in respect of the
Notes of that Series. Upon any letter of appointment being executed by or on
behalf of the relevant Issuer, 



 23
 






 



and, where applicable, the
Guarantor and any person appointed as an Agent, such person shall become a
party to this Agreement as if originally named in it and shall act as such
Agent in respect of that or those Series of Notes in respect of which it is
appointed. In addition, the Issuer and, where applicable, the Guarantor will at
all times maintain a paying agent in an EU Member State that will not be
obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any other Directive implementing the conclusions of the ECOFIN
Council meeting of 26 and 27 November 2000 or any law implementing or complying
with, or introduced in order to conform to, such Directive, provided that
there is an EU Member State in which no such obligation is imposed.


18.2                     Resignation


In relation to any Series of
Notes, any Agent may resign its appointment at any time by giving the relevant
Issuer and, where applicable, the Guarantor, and the Fiscal Agent at least 60
days’ notice to that effect, which notice shall expire at least 10 days before
or after any due date for payment in respect of the Notes of that Series.


18.3                     Condition to Resignation and Termination


No such resignation or
(subject to Clause 18.5 (Automatic
Termination)) termination of the appointment of the Fiscal Agent,
Registrar or Calculation Agent shall, however, take effect until a new Fiscal
Agent, Registrar or Calculation Agent (as the case may be), which (in the case
of the Fiscal Agent or Calculation Agent) shall be a bank or trust company in
good standing with a specified office in London and which (in the case of the
Registrar) shall be a bank or trust company in good standing with a specified
office in New York City, has been appointed. No resignation or termination of
the appointment of a Paying Agent or a Transfer Agent shall take effect if
there would not then be such Paying Agents or Transfer Agents as are required
by the Conditions. The Issuers and, where applicable, the Guarantor agree that
if, by the day falling 10 days before the expiry of any notice under
Clause 18.2 (Registration),
they have not appointed a successor to the Agent to which such notice relates,
the relevant Agent shall be entitled, on behalf of the Issuers and, where
applicable, the Guarantor, to appoint a successor, subject to the Issuers and,
where applicable, the Guarantor giving their prior written approval (such
approval to be given promptly and not to be unreasonably withheld).


18.4                     Change of Office


If an Agent changes the
address of its specified office in a city it shall give the Issuers, the
Guarantor and the Fiscal Agent at least 60 days notice of the change, giving
the new address and the date on which the change is to take effect.


18.5                     Automatic Termination


The appointment of the
Fiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable of
acting, is adjudged bankrupt or insolvent, files a voluntary petition in
bankruptcy, makes an assignment for the benefit of its creditors, consents to 



 24
 






 



the appointment of a
receiver, administrator or other similar official of all or a substantial part
of its property or admits in writing its inability to pay or meet its debts as
they mature or suspends payment thereof, or if a resolution is passed or an
order made for the winding-up or dissolution of the Fiscal Agent, a receiver,
administrator or other similar official of the Fiscal Agent or all or a
substantial part of its property is appointed, a court order is entered
approving a petition filed by or against it under applicable bankruptcy or
insolvency law, or a public officer takes charge or control of the Fiscal Agent
or its property or affairs for the purpose of rehabilitation, conservation or
liquidation.


18.6                     Delivery of Records


If the Fiscal Agent or
Registrar resigns or its appointment is terminated, the Fiscal Agent shall on
the date on which the resignation or termination takes effect pay to the
successor Fiscal Agent any amount held by it for payment in respect of the
Notes, Receipts or Coupons and the Fiscal Agent or Registrar, as the case may
be, shall deliver to the successor Fiscal Agent or Registrar the records kept
by it and all documents and forms held by it pursuant to this Agreement.


18.7                     Successor Corporations


A corporation into which an
Agent is merged or converted or with which it is consolidated or that results
from a merger, conversion or consolidation to which it is a party shall, to the
extent permitted by applicable law, be the successor Agent under this Agreement
without further formality. The Agent concerned shall notify such an event to
the other parties to this Agreement.


18.8                     Notices


The Fiscal Agent shall give
Noteholders at least 30 days’ notice of any proposed appointment, termination,
resignation or change under Clauses 18.1 (Appointment
and Termination) 18.2 (Resignation)
and, 18.4 (Change of Office) of
which it is aware and, as soon as practicable, notice of any succession under
Clause 18.7 (Successor Corporations)
of which it is aware. The Issuers or, where applicable, the Guarantor shall
give Noteholders, as soon as practicable, notice of any termination under
Clause 18.5 (Automatic Termination)
of which it is aware.


19.                           COMMUNICATIONS


19.1                     Method


Each communication under
this Agreement shall be made by fax or otherwise in writing. Each communication
or document to be delivered to any party under this Agreement shall be sent to
that party at the fax number or address, and marked for the attention of the
person (if any), from time to time designated by that party to the Fiscal Agent
(or, in the case of the Fiscal Agent, by it to each other party) for the
purpose of this Agreement. The initial telephone number, fax number, address
and person so designated are set out in the Procedures Memorandum.



 25
 






 



19.2                     Deemed Receipt


Any communication from any
party to any other under this Agreement shall be effective, if by fax when good
receipt is confirmed by the recipient following enquiry by the sender and if in
writing when delivered, except that a communication received outside normal
business hours shall be deemed to be received on the next business day in the
city in which the recipient is located.


20.                           NOTICES


20.1                     Publication


At the request and expense
of the relevant Issuer, of the Issuers and/or, where applicable, of the
Guarantor as the case may be, the Fiscal Agent shall arrange for the
publication of all notices to Noteholders (other than those to be published by
the Calculation Agent). Notices to Noteholders shall be published in accordance
with the Conditions.


20.2                     Notices from Noteholders


Each of the Fiscal Agent and
the Registrar shall promptly forward to the relevant Issuer and, where
applicable, the Guarantor any notice received by it from a Noteholder, whether
electing to exchange a Global Note for Definitive Notes or otherwise.


21.                           GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS


21.1                     Governing Law


This Agreement, and all
matters arising or connected with it, shall be governed by and construed in
accordance with English law.


21.2                     Jurisdiction


The parties agree that the
courts of England shall have jurisdiction to hear and determine any suit,
action or proceedings, and to settle any disputes, which may arise out of or in
connection with this Agreement (respectively, “Proceedings” and “Disputes”)
and, for such purposes, irrevocably submit to the jurisdiction of such courts.


21.3                     Appropriate forum


The parties irrevocably
waive any objection which they might now or hereafter have to the courts of
England being nominated as the forum to hear and determine any Proceedings and
to settle any Disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.


21.4                     Service of Process


Each Issuer and the
Guarantor agree that the process by which any Proceedings in England are begun
may be served on it by being delivered to the officer in charge of 



 26
 






 



the London branch of
Australia and New Zealand Banking Group Limited, Minerva House, Montague Close,
London SE1 9DH. If such person is not or ceases to be effectively appointed to
accept service of process on behalf of the relevant Issuer or the Guarantor,
such Issuer or the Guarantor, as the case may be, shall appoint a further
person in England to accept service of process on behalf of such Issuer or the
Guarantor, as the case may be, and, failing such appointment, within 15 days,
any Agent shall be entitled to appoint such a person by written notice
addressed and delivered to such Issuer or the Guarantor, as the case may be.
Nothing in this paragraph shall affect the right of any Agent to serve process
in any other manner permitted by law.


21.5                     Non-exclusivity


The submission to the
jurisdiction of the courts of England shall not (and shall not be construed so
as to) limit the right of any party to take Proceedings in any other court of
competent jurisdiction, nor shall the taking of Proceedings in anyone or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by law.


21.6                     Consent to enforcement etc.


Each Issuer and the
Guarantor consents generally in respect of any Proceedings to the giving of any
relief or the issue of any process in connection with such Proceedings
including (without limitation) the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such Proceedings.



 27
 






 



This Agreement has been entered into on the date stated at the
beginning.


The Issuers


	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

  
	
   

  	
   

  
	
  By:

  	
  /s/ ANDY YIANNIS

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ANZ
  NATIONAL BANK LIMITED

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ ANTHONY
  BRADSHAW

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ANZ
  NATIONAL (INT’L) LIMITED

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ JAMES
  FLEMING

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Guarantor

  	
   

  
	
   

  	
   

  
	
  ANZ
  NATIONAL BANK LIMITED

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ ANTHONY
  BRADSHAW

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Fiscal Agent, Calculation
  Agent, Paying Agent and Transfer Agent

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, LONDON BRANCH

  
	
   

  	
   

  
	
  By: 

  	
  /s/ DOMINIC
  SELWOOD

  	
   

  	
  /s/ CAROL MORRIS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Registrar and Transfer Agent

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
  By: 

  	
  /s/ ALAN
  COLLETTI

  	
   

  	
  /s/ SALLY WALLER

  	
   

  
											



 



 28














 


SCHEDULE 1

Forms Of Temporary Global Note


PART A - ANZBGL
TEMPORARY GLOBAL NOTE






[(*) The following
legend will appear on the face of each Temporary Global Note which is
exchangeable for Bearer Notes in definitive form according to the relevant
Final Terms:]


[NO OFFSHORE
ASSOCIATE OF THE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR
NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA
AT OR THROUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR
INDIRECTLY) ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS
NOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST
OR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE
PLACEMENT OF THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS
MANAGER OR RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT OR
THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OF
AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO
ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN FAVOUR
OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OF
AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS
IN AUSTRALIA AT OR THROUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.


ANY OFFSHORE
ASSOCIATE, RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED
IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THROUGH A PERMANENT ESTABLISHMENT
WITHIN AUSTRALIA WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT
OF THIS NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED
TO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCH
TAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS NOTE.]



 29
 






 







[(*) The following
legend will appear on the face of each Temporary Global Note other than any
Temporary Global Note which is exchangeable for Bearer Notes in definitive form
according to the relevant Final Terms:]


[NO OFFSHORE
ASSOCIATE OF THE ISSUER (AS DEFINED BELOW) MAY (DIRECTLY OR INDIRECTLY) ACQUIRE
THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN AN
OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THE
CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF
THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR
RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT OR
THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OF
AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO
ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN
FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE.


ANY OFFSHORE
ASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THIS
NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TO
RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANY
AMOUNT DEDUCTED BY THE ISSUER ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER
OR IN RESPECT OF THE NOTE.]


[ANY UNITED STATES
PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)


Euro Medium Term Note Programme

Series No. 
[        ] 

[Title of Issue]






(1)           This legend can be deleted if the
Notes have an initial maturity of 365 days or less.



 30
 






 



TEMPORARY GLOBAL NOTE

Temporary Global Note No. [     ]


This Temporary
Global Note is issued in respect of the Notes (the “Notes”)
of the Tranche and Series specified in Appendix 3 hereto of AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED (the “Issuer”).


Interpretation
and Definition


References in this
Temporary Global Note to the “Conditions” are
to the Terms and Conditions applicable to the Notes (which are in the form set
out in Schedule 6 to the Amended and Restated Agency Agreement dated 25
September 2006 (as further supplemented and/or amended and/or restated as at
the Issue Date, the “Agency Agreement”)
between, among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal
Agent and the other Agents named in it, as such form is supplemented and/or
modified and/or superseded by the provisions of this Temporary Global Note
(including the supplemental definitions and any modifications or additions set
out in Appendix 3 hereto), which in the event of any conflict shall
prevail).  Other capitalised terms used
in this Temporary Global Note shall have the meanings given to them in the
Conditions or the Agency Agreement. 
Unless Appendix 3 hereto specifies that the applicable TEFRA exemption
is either “C Rules” or “not applicable”, this Temporary Global Note is a “D Rules Note”.


Aggregate
Nominal Amount


The aggregate
nominal amount from time to time of this Temporary Global Note shall be an
amount equal to the aggregate nominal amount of the Notes as shall be shown by
the latest entry in the fourth column of Appendix 1 hereto, which shall be
completed by or on behalf of the Fiscal Agent upon (i) the issue of Notes
represented hereby, (ii) the exchange of the whole or a part of this Temporary
Global Note for a corresponding interest in a Permanent Global Note or, as the
case may be, for Definitive Notes, (iii) the redemption or purchase and
cancellation of Notes represented hereby, (iv) in the case of Partly-paid
Notes, the forfeiture of Notes represented hereby in accordance with the
Conditions relating to such Partly-paid Notes and/or (v) the exchange of
interests in this Temporary Global Note for direct enforcement rights, all as
described below.


Promise
to Pay


Subject as
provided herein, the Issuer, for value received, promises to pay to the bearer
of this Temporary Global Note, upon presentation and (when no further payment
is due in respect of this Temporary Global Note) surrender of this Temporary
Global Note, on the Maturity Date (or on such earlier date as the Redemption
Amount may become payable in accordance with the Conditions) the Redemption
Amount in respect of the aggregate nominal amount of Notes represented by this
Temporary Global Note and (unless this Temporary Global Note does not bear
interest) to pay interest in respect of such aggregate nominal amount of Notes
from the Interest Commencement Date in arrear at the rates, in the amounts 



 31
 






 



and on the dates
for payment provided for in the Conditions together with such other sums and
additional amounts (if any) as may be payable under the Conditions, in
accordance with the Conditions.


Exchange


On or after the
Exchange Date, the outstanding nominal amount of this Temporary Global Note may
be exchanged for a Permanent Global Note or Definitive Notes in accordance with
the next paragraph.


Subject as
provided in the Conditions applicable to Partly-paid Notes, on or after the
first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this Temporary Global Note may be exchanged
(free of charge to the holder) in whole or (in the case of a D Rules Note only)
from time to time in part by its presentation and, on exchange in full,
surrender to or to the order of the Fiscal Agent for interests in a Permanent
Global Note or, if so specified in Appendix 3 hereto, for Definitive Notes in
an aggregate nominal amount equal to the nominal amount of this Temporary
Global Note submitted for exchange; 
provided that, in the case of any part of a D Rules Note submitted for
exchange for a Permanent Global Note or Definitive Notes, there shall have been
Certification with respect to such nominal amount submitted for such exchange
dated no earlier than the Exchange Date.


“Certification” means the presentation to the Fiscal Agent of
a certificate or certificates with respect to one or more interests in this
Temporary Global Note, signed by Euroclear or Clearstream, Luxembourg,
substantially to the effect set out in Schedule 14 to the Agency Agreement with
respect thereto and that no contrary advice as to the contents thereof has been
received by Euroclear or Clearstream, Luxembourg, as the case may be.


Upon the whole or
a part of this Temporary Global Note being exchanged for a Permanent Global Note,
such Permanent Global Note shall be exchangeable in accordance with its terms
for Definitive Notes.


The Definitive
Notes for which this Temporary Global Note or a Permanent Global Note may be
exchangeable shall be duly executed and authenticated and shall have attached
to them all Coupons (and, where appropriate, Talon) in respect of interest, and
all Receipts in respect of Instalment Amounts, that have not already been paid
on this Temporary Global Note or the Permanent Global Note, as the case may be,
shall be security printed in accordance with applicable legal, listing
authority, exchange and/or quotation system requirements and shall be
substantially in the form set out in Schedule 4 to the Agency Agreement as
supplemented and/or modified and/or superseded by the terms of Appendix 3
hereto.


On exchange in
full and surrender of this Temporary Global Note for Definitive Notes, the
Issuer shall, if the holder so requests, procure that it is cancelled and
returned to the holder together with the relevant Definitive Notes.  On any exchange of a part of this Temporary
Global Note for an equivalent interest in a Permanent Global Note, or for
Definitive Notes, the portion of the nominal amount hereof so exchanged shall be
endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
exchanged and endorsed.



 32
 






 



If, for any actual
or alleged reason that would not have been applicable had there been no
exchange of this Temporary Global Note (or part of this Temporary Global Note)
or in any other circumstances whatsoever, the Issuer does not perform or comply
with any one or more of what are expressed to be its obligations under any
Definitive Notes, then any right or remedy relating in any way to the
obligation(s) in question may be exercised or pursued on the basis of this
Temporary Global Note despite its stated cancellation after its exchange in
full, as an alternative, or in addition, to the Definitive Notes (or the Coupons,
Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in full
and cancellation of this Temporary Global Note for Definitive Notes, this
Temporary Global Note shall become void.


Benefit
of Conditions


Except as otherwise
specified herein, this Temporary Global Note is subject to the Conditions and,
until the whole of this Temporary Global Note is exchanged for equivalent
interests in a Permanent Global Note, or for Definitive Notes, as the case may
be, the holder of this Temporary Global Note shall in all respects be entitled
to the same benefits as if it were the holder of the Permanent Global Note (or
the relevant part of it) or the Definitive Notes, as the case may be, for which
it may be exchanged as if such Permanent Global Note or Definitive Notes had
been issued on the Issue Date.


Payments


No person shall be
entitled to receive any payment in respect of the Notes represented by this
Temporary Global Note that falls due on or after the Exchange Date unless, upon
due presentation of this Temporary Global Note for exchange, delivery of (or,
in the case of a subsequent exchange, due endorsement of) a Permanent Global
Note or Definitive Notes, as the case may be, is improperly withheld or refused
by or on behalf of the Issuer.


Payments due in
respect of a D Rules Note before the Exchange Date shall only be made in
relation to such nominal amount of this Temporary Global Note with respect to
which there shall have been Certification dated no earlier than such due date
for payment.


Any payments that
are made in respect of this Temporary Global Note shall be made to its holder
against presentation and (if no further payment falls to be made on it)
surrender of it at the specified office of the Fiscal Agent or of any other Paying
Agent provided for in the Conditions.  If
any payment in full of principal is made in respect of any Note represented by
this Temporary Global Note, the portion of this Temporary Global Note
representing such Note shall be cancelled and the amount so cancelled shall be
endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto (such
endorsement being prima facie evidence that the
payment in question has been made) whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.  If any other payments are made in respect of
the Notes represented by this Temporary Global Note, a record of each such
payment shall be endorsed by or on behalf of the Fiscal Agent on an additional
schedule hereto (such endorsement being prima facie
evidence that the payment in question has been made).



 33
 






 



Cancellation


Cancellation of
any Note represented by this Temporary Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected
by reduction in the nominal amount of this Temporary Global Note representing
such Note on its presentation to or to the order of the Fiscal Agent for
endorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.


Events of
Default


If the Notes
represented by this Temporary Global Note are Unsubordinated Notes, the holder
hereof may from time to time exercise the right to declare the Unsubordinated
Notes represented by this Temporary Global Note due and payable following an
Event of Default in accordance with the Conditions by stating in a notice given
to the Fiscal Agent the nominal amount of the Unsubordinated Notes (which may
be less than the outstanding nominal amount hereof) to which such notice
relates.  If the Notes represented by
this Temporary Global Note are Subordinated Notes, following the occurrence of
an Event of Default in paragraph (ii) of Condition 10(b) which
is continuing, the holder hereof may only (subject to Condition 3(b)), in order
to enforce the obligations of the Issuer under the Subordinated Notes
represented by this Temporary Global Note: (i) notwithstanding the provisions
of (ii) below, institute proceedings in the State of Victoria, Commonwealth of
Australia (but not elsewhere) for the winding up of the Issuer (all subject to,
and in accordance with, the subordination terms of Condition 11); or (ii)
institute proceedings for recovery of money then due, provided that the Issuer
will not, by virtue of the institution of any such proceedings (other than
proceedings for the winding up of the Issuer) be obliged to pay any sums
representing principal or interest in respect of the Subordinated Notes
represented by this Temporary Global Note sooner than the same would otherwise
have been payable by it.  If the Notes
represented by this Temporary Global Note are Subordinated Notes (subject to
Condition 3(b)), no remedy against the Issuer, other than those referred to in
(i) and (ii) above, shall be available to the holder hereof, whether for the
recovery of amounts owing in respect of the Subordinated Notes represented by
this Temporary Global Note or in respect of any breach by the Issuer of any of
its other obligations under or in respect of the Subordinated Notes represented
by this Temporary Global Note.


If the principal
in respect of any Notes is not paid when due (but subject as provided below),
the holder of this Temporary Global Note may from time to time elect that
Direct Rights under the provisions of (and as defined in) the Deed of Covenant
executed by the Issuer as of 3 October 2005 (as further supplemented and/or
amended and/or restated as at the Issue Date, the “Deed of
Covenant”) (a copy of which is available for inspection at the
specified office of the Fiscal Agent and which the Issuer acknowledges to apply
to the Notes represented by this Temporary Global Note) shall come into effect
in respect of a nominal amount of Notes up to the aggregate nominal amount in
respect of which such failure to pay principal has occurred.  Such election shall be made by notice to the
Fiscal Agent and presentation of this Temporary Global Note to or to the order
of the Fiscal Agent for reduction of the nominal amount of Notes represented by
this Temporary Global Note by such amount as may be stated in such notice by
endorsement in Appendix 1 hereto and a corresponding endorsement in Appendix 2 



 34
 






 



hereto of such
nominal amount of Notes formerly represented hereby as the nominal amount of
Notes in respect of which Direct Rights have arisen under the Deed of
Covenant.  Upon each such notice being
given, this Temporary Global Note shall become void to the extent of the
nominal amount stated in such notice, save to the extent that the appropriate
Direct Rights shall fail to take effect, for whatever reason.


No such election
may however be made on or before the Exchange Date unless the holder elects in
such notice that the exchange for such Notes shall no longer take place.


Notices


Notices required
to be given in respect of the Notes represented by this Temporary Global Note
may be given by their being delivered (so long as this Temporary Global Note is
held on behalf of Euroclear and Clearstream, Luxembourg or any other clearing
system) to Euroclear and/or Clearstream, Luxembourg and/or such other clearing
system, as the case may be, or otherwise to the holder of this Temporary Global
Note, rather than by publication as required by the Conditions, and, in any
case, such notices shall be deemed to have been given to the Noteholders in
accordance with the Conditions on the date of delivery to Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system.


No provision of
this Temporary Global Note shall alter or impair the obligation of the Issuer
to pay the principal and premium of and interest on the Notes when due in
accordance with the Conditions.


Contracts
(Rights of Third Parties) Act 1999


The Conditions do
not confer a right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Temporary Global Note, but this does not affect any
rights or remedy which exist apart from that Act.


This Temporary
Global Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Fiscal Agent.


This Temporary
Global Note shall be governed by and construed in accordance with, English law,
save that where the Notes represented by this Temporary Global Note are
Subordinated Notes the subordination provisions thereof shall be governed in
accordance with the laws of the State of Victoria and the Commonwealth of
Australia.


IN
WITNESS whereof the Issuer has caused this Temporary Global
Note to be duly signed on its behalf.


Dated as of the
Issue Date.


	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 



 35
 






 



Certificate
of Authentication


This Temporary Global
Note is authenticated


without recourse,
warranty or liability


by or on behalf of
the Fiscal Agent


	
  DEUTSCHE BANK AG, LONDON BRANCH

  
	
  as Fiscal Agent

  
	
   

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory 

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory 

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  	
   

  
				



 



 36
 






 



APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED BY THIS
TEMPORARY GLOBAL NOTE


The following (i)
issue of Notes initially represented by this Temporary Global Note, (ii)
exchanges of the whole or a part of this Temporary Global Note for interests in
a Permanent Global Note, for Definitive Notes or for Direct Rights under the
Deed of Covenant and/or (iii) cancellations or forfeitures of interests in this
Temporary Global Note have been made, resulting in the nominal amount of this
Temporary Global Note specified in the latest entry in the fourth column below:


	
  Date

  	
   

  	
  Amount of 

  decrease in 

  nominal amount of 

  this Temporary 

  Global Note

  	
   

  	
  Reason for 

  decrease in 

  nominal amount of 

  this Temporary 

  Global Note 

  (exchange,

  cancellation  or

  forfeiture)

  	
   

  	
  Nominal amount of 

  this Temporary 

  Global Note on 

  issue or following 

  such decrease

  	
   

  	
  Notation made by 

  or on behalf of the 

  Fiscal Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not
  applicable

  	
   

  	
  Not
  applicable

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 37
 






 



APPENDIX 2


DIRECT RIGHTS


The nominal amount
of Notes in respect of which Direct Rights have arisen under the Deed of
Covenant is shown by the latest entry in the third column below:


	
  Date

  	
   

  	
  Amount of decrease in

  nominal amount of Notes

  in respect of which Direct 

  Rights have arisen

  	
   

  	
  Initial nominal 

  amount and nominal 

  amount following 

  such increase

  	
   

  	
  Notation by or on 

  behalf of the Fiscal 

  Agent (other than in 

  respect of initial 

  nominal amount)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not
  applicable

  	
   

  	
  Zero

  	
   

  	
  Not
  applicable

  	
   

  



 



 38
 






 



APPENDIX 3


FINAL TERMS


[Insert the
provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as Appendix 3]



 39














 


PART B - ANZNBL TEMPORARY GLOBAL NOTE


THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANY
INTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN
ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED
IN CONDITION 8).


[ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.](2)


ANZ NATIONAL BANK LIMITED


Euro Medium Term Note Programme

Series No. [     ]

[Title of Issue]


TEMPORARY GLOBAL NOTE

Temporary Global Note No. [   ]


This
Temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified
in Appendix 3 hereto of ANZ National Bank Limited (the “Issuer”).


Interpretation and Definition


References
in this Temporary Global Note to the “Conditions”
are to the Terms and Conditions applicable to the Notes (which are in the form
set out in Schedule 6 to the Amended and Restated Agency Agreement dated 25
September 2006 (as further supplemented and/or amended and/or restated as at
the Issue Date, the “Agency Agreement”)
between, among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal
Agent and the other Agents named in it, as such form is supplemented and/or
modified and/or superseded by the provisions of this Temporary Global Note
(including the supplemental definitions and any modifications or additions set
out in Appendix 3 hereto), which in the event of any conflict shall
prevail).  Other capitalised terms used
in this Temporary Global Note shall have the meanings given to them in the
Conditions or the Agency Agreement. 
Unless Appendix 3 hereto specifies that the applicable TEFRA exemption
is either “C Rules” or “not applicable”, this Temporary Global Note is a “D Rules Note”.


Aggregate Nominal Amount


The
aggregate nominal amount from time to time of this Temporary Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be shown
by the latest entry in the fourth column of Appendix 1 hereto, which shall be
completed by or on behalf of the Fiscal Agent upon (i) the issue of Notes
represented hereby, (ii) the exchange of the whole or a part of this Temporary
Global Note for a corresponding interest in a Permanent






(2)          This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 40
 






 



 


Global
Note or, as the case may be, for Definitive Notes, (iii) the redemption or
purchase and cancellation of Notes represented hereby, (iv) in the case of
Partly-paid Notes, the forfeiture of Notes represented hereby in accordance
with the Conditions relating to such Partly-paid Notes and/or (v) the exchange
of interests in this Temporary Global Note for direct enforcement rights, all
as described below.


Promise to Pay


Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this Temporary Global Note, upon presentation and (when no further
payment is due in respect of this Temporary Global Note) surrender of this
Temporary Global Note, on the Maturity Date (or on such earlier date as the
Redemption Amount may become payable in accordance with the Conditions) the
Redemption Amount in respect of the aggregate nominal amount of Notes represented
by this Temporary Global Note and (unless this Temporary Global Note does not
bear interest) to pay interest in respect of such aggregate nominal amount of
Notes from the Interest Commencement Date in arrear at the rates, in the amount
and on the dates for payment provided for in the Conditions together with such
other sums and additional amounts (if any) as may be payable under the
Conditions, in accordance with the Conditions.


Exchange


On
or after the Exchange Date, the outstanding nominal amount of this Temporary
Global Note may be exchanged for a Permanent Global Note or Definitive Notes in
accordance with the next paragraph.


Subject
as provided in the Conditions applicable to Partly-paid Notes, on or after the
first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this Temporary Global Note
may be exchanged (free of charge to the holder) in whole or (in the case of a D
Rules Note only) from time to time in part by its presentation and, on exchange
in full, surrender to or to the order of the Fiscal Agent for interests in a
Permanent Global Note or, if so specified in Appendix 3 hereto, for Definitive
Notes in an aggregate nominal amount equal to the nominal amount of this
Temporary Global Note submitted for exchange; provided that, in the case of any
part of a D Rules Note submitted for exchange for a Permanent Global Note or
Definitive Notes, there shall have been Certification with respect to such
nominal amount submitted for such exchange dated no earlier than the Exchange
Date.


“Certification” means the presentation to
the Fiscal Agent of a certificate or certificates with respect to one or more
interests in this Temporary Global Note, signed by Euroclear or Clearstream,
Luxembourg, substantially to the effect set out in Schedule 14 to the Agency
Agreement with respect thereto and that no contrary advice as to the contents
thereof has been received by Euroclear or Clearstream, Luxembourg, as the case
may be.


Upon
the whole or a part of this Temporary Global Note being exchanged for a
Permanent Global Note, such Permanent Global Note shall be exchangeable in
accordance with its terms for Definitive Notes.



 41
 






 



 


The
Definitive Notes for which this Temporary Global Note or a Permanent Global
Note may be exchangeable shall be duly executed and authenticated and shall
have attached to them all Coupons (and, where appropriate, Talon) in respect of
interest, and all Receipts in respect of Instalment Amounts, that have not
already been paid on this Temporary Global Note or the Permanent Global Note,
as the case may be, shall be security printed in accordance with applicable
legal, listing authority, exchange and/or quotation systems requirements and
shall be substantially in the form set out in Schedule 4 to the Agency
Agreement as supplemented and/or modified and/or superseded by the terms of
Appendix 3 hereto.


On
exchange in full and surrender of this Temporary Global Note for Definitive
Notes, the Issuer shall, if the holder so requests, procure that it is
cancelled and returned to the holder together with the relevant Definitive
Notes.  On any exchange of a part of this
Temporary Global Note for an equivalent interest in a Permanent Global Note, or
for Definitive Notes, the portion of the nominal amount hereof so exchanged
shall be endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto,
whereupon the nominal amount hereof shall be reduced for all purposes by the
amount so exchanged and endorsed.


If,
for any actual or alleged reason that would not have been applicable had there
been no exchange of this Temporary Global Note (or part of this Temporary
Global Note) or in any other circumstances whatsoever, the Issuer does not
perform or comply with any one or more of what are expressed to be its
obligations under any Definitive Notes, then any right or remedy relating in
any way to the obligation(s) in question may be exercised or pursued on the
basis of this Temporary Global Note despite its stated cancellation after its
exchange in full, as an alternative, or in addition, to the Definitive Notes
(or the Coupons, Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in full
and cancellation of this Temporary Global Note for Definitive Notes, this
Temporary Global Note shall become void.


Benefit of Conditions


Except
as otherwise specified herein, this Temporary Global Note is subject to the
Conditions and, until the whole of this Temporary Global Note is exchanged for
equivalent interests in a Permanent Global Note, or for Definitive Notes, as the
case may be, the holder of this Temporary Global Note shall in all respects be
entitled to the same benefits as if it were the holder of the Permanent Global
Note (or the relevant part of it) or the Definitive Notes, as the case may be,
for which it may be exchanged as if such Permanent Global Note or Definitive
Notes had been issued on the Issue Date.


Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this Temporary Global Note that falls due on or after the
Exchange Date unless, upon due presentation of this Temporary Global Note for
exchange, delivery of (or, in the case of a subsequent exchange, due
endorsement of) a Permanent Global Note or Definitive Notes, as the case may
be, is improperly withheld or refused by or on behalf of the Issuer.



 42
 






 



 


Payments
due in respect of a D Rules Note before the Exchange Date shall only be made in
relation to such nominal amount of this Temporary Global Note with respect to
which there shall have been Certification dated no earlier than such due date
for payment.


Any
payments that are made in respect of this Temporary Global Note shall be made
to its holder against presentation and (if no further payment falls to be made
on it) surrender of it at the specified office of the Fiscal Agent or of any
other Paying Agent provided for in the Conditions.  If any payment in full of principal is made
in respect of any Note represented by this Temporary Global Note, the portion
of this Temporary Global Note representing such Note shall be cancelled and the
amount so cancelled shall be endorsed by or on behalf of the Fiscal Agent in
Appendix 1 hereto (such endorsement being prima
facie evidence that the payment in question has been made) whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
cancelled and endorsed.  If any other
payments are made in respect of the Notes represented by this Temporary Global
Note, a record of each such payment shall be endorsed by or on behalf of the
Fiscal Agent on an additional schedule hereto (such endorsement being prima facie evidence that the payment in
question has been made).


Cancellation


Cancellation
of any Note represented by this Temporary Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected
by reduction in the nominal amount of this Temporary Global Note representing
such Note on its presentation to or to the order of the Fiscal Agent for
endorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.


Event of Default


The
holder hereof may from time to time exercise the right to declare Notes
represented by this Temporary Global Note due and payable following an Event of
Default in accordance with the Conditions by stating in a notice given to the
Fiscal Agent the nominal amount of Notes (which may be less than the
outstanding nominal amount hereof) to which such notice relates.


If
the principal in respect of any Notes is not paid when due (but subject as
provided below), the holder of this Temporary Global Note may from time to time
elect that Direct Rights under the provisions of (and as defined in) the Deed
of Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/or
amended and/or restated as at the Issue Date, the “Deed of Covenant”) (a copy of which is available for
inspection at the specified office of the Fiscal Agent and which the Issuer
acknowledges to apply to the Notes represented by this Temporary Global Note)
shall come into effect in respect of a nominal amount of Notes up to the
aggregate nominal amount in respect of which such failure to pay principal has
occurred.  Such election shall be made by
notice to the Fiscal Agent and presentation of this Temporary Global Note to or
to the order of the Fiscal Agent for reduction of the nominal amount of Notes
represented by this Temporary Global Note by such amount as may be stated in
such notice by endorsement in Appendix 1 hereto and a corresponding endorsement
in Appendix 2



 43
 






 



 


hereto
of such nominal amount of Notes formerly represented hereby as the nominal
amount of Notes in respect of which Direct Rights have arisen under the Deed of
Covenant.  Upon each such notice being
given, this Temporary Global Note shall become void to the extent of the
nominal amount stated in such notice, save to the extent that the appropriate
Direct Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in the
Deed of Covenant and subject to the terms thereof, no term of this Temporary
Global Note may be enforceable by any person other than the holder.


No
such election may however be made on or before the Exchange Date unless the
holder elects in such notice that the exchange for such Notes shall no longer
take place.


Notices


Notices
required to be given in respect of the Notes represented by this Temporary
Global Note may be given by their being delivered (so long as this Temporary
Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg
and/or any other clearing system) to Euroclear and/or Clearstream, Luxembourg
and/or such other clearing system, as the case may be, or otherwise to the
holder of this Temporary Global Note, rather than by publication as required by
the Conditions and, in any case, such notices shall be deemed to have been
given to the Noteholders in accordance with the Conditions on the date of
delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system.


No
provision of this Temporary Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions.


Contract (Rights of Third Parties) Act 1999


The
Conditions do not confer a right under the Contracts (Right of Third Parties)
Act 1999 to enforce any term of this Temporary Global Note, but this does not
affect any rights or remedy which exist apart from that Act.


This
Temporary Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Fiscal Agent.


This
Temporary Global Note shall be governed by and construed in accordance with
English law.


IN WITNESS whereof the Issuer has caused this Temporary Global Note to be duly
signed on its behalf.


	
  Dated as of the Issue Date.

  	
   

  
	
   

  	
   

  
	
  ANZ NATIONAL BANK LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 



 44
 






 



 


Certificate of Authentication


This Temporary Global Note
is authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent


 


DEUTSCHE
BANK AG, LONDON BRANCH


as
Fiscal Agent


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  



 



 45
 






 



 


APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED BY THIS TEMPORARY
GLOBAL NOTE


The
following (i) issue of Notes initially represented by this Temporary Global
Note, (ii) exchanges of the whole or a part of this Temporary Global Note for
interests in a Permanent Global Note, for Definitive Notes or for Direct Rights
under the Deed of Covenant and/or (iii) cancellations or forfeitures of
interests in this Temporary Global Note have been made, resulting in the
nominal amount of this Temporary Global Note specified in the latest entry in
the fourth column below:


	
  Date

  	
   

  	
  Amount of

  decrease in

  nominal amount

  of this

  Temporary

  Global Note

  	
   

  	
  Reason for

  decrease in

  nominal amount

  of this

  Temporary

  Global Note

  (exchange,

  cancellation or

  forfeiture)

  	
   

  	
  Nominal amount

  of this

  Temporary

  Global Note on

  issue or following

  such decrease

  	
   

  	
  Notation made

  by or on behalf

  of the Fiscal

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Not applicable

  	
   

  	
   

  	
   

  	
   

  



 



 46
 






 



 


APPENDIX 2


DIRECT RIGHTS


The
nominal amount of Notes in respect of which Direct Rights have arisen under the
Deed of Covenant is shown by the latest entry in the third column below:


	
  Date

  	
   

  	
  Amount of decrease in

  nominal amount of

  Notes in respect of

  which Direct Rights

  have arisen

  	
   

  	
  Initial nominal

  amount and nominal

  amount following such

  increase

  	
   

  	
  Notation by or on

  behalf of the Fiscal

  Agent (other than in

  respect of initial

  nominal amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Zero

  	
   

  	
  Not applicable

  



 



 47
 






 



 


APPENDIX 3


FINAL TERMS


[Insert the provisions of
the relevant Final Terms that relate to the Conditions or the Global Notes as
Appendix 3]


 



 48














 


 


PART C - ANZNIL TEMPORARY GLOBAL NOTE


THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANY
INTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN
ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED
IN CONDITION 8).


[ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.](3)


ANZ NATIONAL (INT’L) LIMITED


Euro Medium Term Note Programme

Series No. [     ]

[Title of Issue]


Guaranteed by

ANZ NATIONAL BANK LIMITED


TEMPORARY GLOBAL NOTE

Temporary Global Note No. [   ]


This
Temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified
in Appendix 3 hereto of ANZ National (Int’l) Limited (the “Issuer”) and has the benefit of a guarantee
of ANZ National Bank Limited (the “Guarantor”)
contained in a deed of guarantee dated 3 October 2005.


Interpretation and Definition


References
in this Temporary Global Note to the “Conditions”
are to the Terms and Conditions applicable to the Notes (which are in the form
set out in Schedule 6 to the Amended and Restated Agency Agreement dated 25
September 2006 (as further supplemented and/or amended and/or restated as at
the Issue Date, the “Agency Agreement”)
between, among others, the Issuer, the Guarantor, Deutsche Bank AG, London
Branch as Fiscal Agent and the other Agents named in it, as such form is
supplemented and/or modified and/or superseded by the provisions of this
Temporary Global Note (including the supplemental definitions and any
modifications or additions set out in Appendix 3 hereto), which in the event of
any conflict shall prevail).  Other
capitalised terms used in this Temporary Global Note shall have the meanings
given to them in the Conditions or the Agency Agreement.  Unless Appendix 3 hereto specifies that the
applicable TEFRA exemption is either “C Rules” or “not applicable”, this
Temporary Global Note is a “D Rules Note”.






(3)          This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 49
 






 



 


Aggregate Nominal Amount


The
aggregate nominal amount from time to time of this Temporary Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be
shown by the latest entry in the fourth column of Appendix 1 hereto, which
shall be completed by or on behalf of the Fiscal Agent upon (i) the issue of
Notes represented hereby, (ii) the exchange of the whole or a part of this
Temporary Global Note for a corresponding interest in a Permanent Global Note
or, as the case may be, for Definitive Notes, (iii) the redemption or purchase
and cancellation of Notes represented hereby, (iv) in the case of Partly-paid
Notes, the forfeiture of Notes represented hereby in accordance with the
Conditions relating to such Partly-paid Notes and/or (v) the exchange of
interests in this Temporary Global Note for direct enforcement rights, all as
described below.


Promise to Pay


Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this Temporary Global Note, upon presentation and (when no further
payment is due in respect of this Temporary Global Note) surrender of this
Temporary Global Note, on the Maturity Date (or on such earlier date as the
Redemption Amount may become payable in accordance with the Conditions) the
Redemption Amount in respect of the aggregate nominal amount of Notes
represented by this Temporary Global Note and (unless this Temporary Global
Note does not bear interest) to pay interest in respect of such aggregate
nominal amount of Notes from the Interest Commencement Date in arrear at the
rates, in the amount and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


Exchange


On
or after the Exchange Date, the outstanding nominal amount of this Temporary
Global Note may be exchanged for a Permanent Global Note or Definitive Notes in
accordance with the next paragraph.


Subject
as provided in the Conditions applicable to Partly-paid Notes, on or after the
first day following the expiry of 40 days after the Issue Date (the “Exchange Date”), this Temporary Global Note
may be exchanged (free of charge to the holder) in whole or (in the case of a D
Rules Note only) from time to time in part by its presentation and, on exchange
in full, surrender to or to the order of the Fiscal Agent for interests in a
Permanent Global Note or, if so specified in Appendix 3 hereto, for Definitive
Notes in an aggregate nominal amount equal to the nominal amount of this
Temporary Global Note submitted for exchange; provided that, in the case of any
part of a D Rules Note submitted for exchange for a Permanent Global Note or
Definitive Notes, there shall have been Certification with respect to such
nominal amount submitted for such exchange dated no earlier than the Exchange
Date.


“Certification” means the presentation to
the Fiscal Agent of a certificate or certificates with respect to one or more
interests in this Temporary Global Note, signed by Euroclear or Clearstream,
Luxembourg, substantially to the effect set out in Schedule 14 to the Agency



 50
 






 



 


Agreement
with respect thereto and that no contrary advice as to the contents thereof has
been received by Euroclear or Clearstream, Luxembourg, as the case may be.


Upon
the whole or a part of this Temporary Global Note being exchanged for a
Permanent Global Note, such Permanent Global Note shall be exchangeable in
accordance with its terms for Definitive Notes.


The
Definitive Notes for which this Temporary Global Note or a Permanent Global
Note may be exchangeable shall be duly executed and authenticated and shall
have attached to them all Coupons (and, where appropriate, Talon) in respect of
interest, and all Receipts in respect of Instalment Amounts, that have not
already been paid on this Temporary Global Note or the Permanent Global Note,
as the case may be, shall be security printed in accordance with applicable
legal, listing authority, exchange and/or quotation systems requirements and
shall be substantially in the form set out in Schedule 4 to the Agency
Agreement as supplemented and/or modified and/or superseded by the terms of Appendix
3 hereto.


On
exchange in full and surrender of this Temporary Global Note for Definitive
Notes, the Issuer shall, if the holder so requests, procure that it is
cancelled and returned to the holder together with the relevant Definitive
Notes.  On any exchange of a part of this
Temporary Global Note for an equivalent interest in a Permanent Global Note, or
for Definitive Notes, the portion of the nominal amount hereof so exchanged
shall be endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto,
whereupon the nominal amount hereof shall be reduced for all purposes by the
amount so exchanged and endorsed.


If,
for any actual or alleged reason that would not have been applicable had there
been no exchange of this Temporary Global Note (or part of this Temporary
Global Note) or in any other circumstances whatsoever, the Issuer does not
perform or comply with any one or more of what are expressed to be its
obligations under any Definitive Notes, then any right or remedy relating in
any way to the obligation(s) in question may be exercised or pursued on the
basis of this Temporary Global Note despite its stated cancellation after its
exchange in full, as an alternative, or in addition, to the Definitive Notes
(or the Coupons, Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in full
and cancellation of this Temporary Global Note for Definitive Notes, this
Temporary Global Note shall become void.


Benefit of Conditions


Except
as otherwise specified herein, this Temporary Global Note is subject to the
Conditions and, until the whole of this Temporary Global Note is exchanged for
equivalent interests in a Permanent Global Note, or for Definitive Notes, as
the case may be, the holder of this Temporary Global Note shall in all respects
be entitled to the same benefits as if it were the holder of the Permanent
Global Note (or the relevant part of it) or the Definitive Notes, as the case
may be, for which it may be exchanged as if such Permanent Global Note or Definitive
Notes had been issued on the Issue Date.



 51
 






 



 


Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this Temporary Global Note that falls due on or after the
Exchange Date unless, upon due presentation of this Temporary Global Note for
exchange, delivery of (or, in the case of a subsequent exchange, due
endorsement of) a Permanent Global Note or Definitive Notes, as the case may
be, is improperly withheld or refused by or on behalf of the Issuer.


Payments
due in respect of a D Rules Note before the Exchange Date shall only be made in
relation to such nominal amount of this Temporary Global Note with respect to
which there shall have been Certification dated no earlier than such due date
for payment.


Any
payments that are made in respect of this Temporary Global Note shall be made
to its holder against presentation and (if no further payment falls to be made
on it) surrender of it at the specified office of the Fiscal Agent or of any
other Paying Agent provided for in the Conditions.  If any payment in full of principal is made
in respect of any Note represented by this Temporary Global Note, the portion
of this Temporary Global Note representing such Note shall be cancelled and the
amount so cancelled shall be endorsed by or on behalf of the Fiscal Agent in
Appendix 1 hereto (such endorsement being prima
facie evidence that the payment in question has been made) whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
cancelled and endorsed.  If any other
payments are made in respect of the Notes represented by this Temporary Global
Note, a record of each such payment shall be endorsed by or on behalf of the
Fiscal Agent on an additional schedule hereto (such endorsement being prima facie evidence that the payment in
question has been made).


Cancellation


Cancellation
of any Note represented by this Temporary Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected
by reduction in the nominal amount of this Temporary Global Note representing
such Note on its presentation to or to the order of the Fiscal Agent for
endorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.


Event of Default


The
holder hereof may from time to time exercise the right to declare Notes
represented by this Temporary Global Note due and payable following an Event of
Default in accordance with the Conditions by stating in a notice given to the
Fiscal Agent the nominal amount of Notes (which may be less than the
outstanding nominal amount hereof) to which such notice relates.


If
the principal in respect of any Notes is not paid when due (but subject as
provided below), the holder of this Temporary Global Note may from time to time
elect that Direct Rights under the provisions of (and as defined in) the Deed
of Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/or
amended and/or restated as at the Issue Date, the “Deed of Covenant”) (a copy of which is available for
inspection at the specified office of the



 52
 






 



 


Fiscal
Agent and which the Issuer acknowledges to apply to the Notes represented by
this Temporary Global Note) shall come into effect in respect of a nominal
amount of Notes up to the aggregate nominal amount in respect of which such
failure to pay principal has occurred. 
Such election shall be made by notice to the Fiscal Agent and
presentation of this Temporary Global Note to or to the order of the Fiscal
Agent for reduction of the nominal amount of Notes represented by this
Temporary Global Note by such amount as may be stated in such notice by
endorsement in Appendix 1 hereto and a corresponding endorsement in Appendix 2
hereto of such nominal amount of Notes formerly represented hereby as the
nominal amount of Notes in respect of which Direct Rights have arisen under the
Deed of Covenant.  Upon each such notice
being given, this Temporary Global Note shall become void to the extent of the
nominal amount stated in such notice, save to the extent that the appropriate
Direct Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in the
Deed of Covenant and subject to the terms thereof, no term of this Temporary
Global Note may be enforceable by any person other than the holder.


No
such election may however be made on or before the Exchange Date unless the
holder elects in such notice that the exchange for such Notes shall no longer
take place.


Notices


Notices
required to be given in respect of the Notes represented by this Temporary
Global Note may be given by their being delivered (so long as this Temporary
Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg
and/or any other clearing system) to Euroclear and/or Clearstream, Luxembourg
and/or such other clearing system, as the case may be, or otherwise to the
holder of this Temporary Global Note, rather than by publication as required by
the Conditions and, in any case, such notices shall be deemed to have been
given to the Noteholders in accordance with the Conditions on the date of
delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system.


No
provision of this Temporary Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions.


Contract (Rights of Third Parties) Act 1999


The
Conditions do not confer a right under the Contracts (Right of Third Parties) Act
1999 to enforce any term of this Temporary Global Note, but this does not
affect any rights or remedy which exist apart from that Act.


This
Temporary Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Fiscal Agent.


This
Temporary Global Note shall be governed by and construed in accordance with
English law.


IN WITNESS whereof
the Issuer has caused this Temporary Global Note to be duly signed on its
behalf.


 


Dated
as of the Issue Date.



 53
 






 



 


	
  ANZ NATIONAL (INT’L)
  LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


 


Certificate
of Authentication


This Temporary Global Note
is authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent



DEUTSCHE BANK AG, LONDON BRANCH


as
Fiscal Agent


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  



 



 54
 






 



 


APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED BY THIS TEMPORARY
GLOBAL NOTE


The
following (i) issue of Notes initially represented by this Temporary Global
Note, (ii) exchanges of the whole or a part of this Temporary Global Note for
interests in a Permanent Global Note, for Definitive Notes or for Direct Rights
under the Deed of Covenant and/or (iii) cancellations or forfeitures of
interests in this Temporary Global Note have been made, resulting in the
nominal amount of this Temporary Global Note specified in the latest entry in
the fourth column below:


	
  Date

  	
   

  	
  Amount of

  decrease in

  nominal amount

  of this

  Temporary

  Global Note

  	
   

  	
  Reason for

  decrease in

  nominal amount

  of this

  Temporary

  Global Note

  (exchange,

  cancellation or

  forfeiture)

  	
   

  	
  Nominal amount

  of this

  Temporary

  Global Note on

  issue or following

  such decrease

  	
   

  	
  Notation made

  by or on behalf

  of the Fiscal

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Not applicable

  	
   

  	
   

  	
   

  	
   

  



 



 55
 






 



 


APPENDIX 2


DIRECT RIGHTS


The
nominal amount of Notes in respect of which Direct Rights have arisen under the
Deed of Covenant is shown by the latest entry in the third column below:


	
  Date

  	
   

  	
  Amount of decrease in

  nominal amount of

  Notes in respect of

  which Direct Rights

  have arisen

  	
   

  	
  Initial nominal

  amount and nominal

  amount following such

  increase

  	
   

  	
  Notation by or on

  behalf of the Fiscal

  Agent (other than in

  respect of initial

  nominal amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Zero

  	
   

  	
  Not applicable

  



 



 56
 






 



 


APPENDIX 3


FINAL TERMS


 



 57














 


SCHEDULE
2       

FORMS OF PERMANENT GLOBAL NOTE


PART A -
ANZBGL PERMANENT GLOBAL NOTE


NO OFFSHORE ASSOCIATE OF THE ISSUER (AS DEFINED BELOW) MAY (DIRECTLY OR
INDIRECTLY) ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS
NOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST
OR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE
PLACEMENT OF THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS
MANAGER OR RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS
AN ASSOCIATE (AS DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936
(THE “TAX ACT”, WHICH TERM
INCLUDES ANY SUCCESSOR LEGISLATION)) OF THE ISSUER THAT IS EITHER A
NON-RESIDENT OF THE COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES
IN CARRYING ON A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA
OR, ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING
ON BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS
TAKEN TO HAVE WARRANTED IN FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN
OFFSHORE ASSOCIATE.


ANY OFFSHORE ASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR
RIGHT IN RESPECT OF THIS NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL
NOT BE ENTITLED TO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN
RESPECT OF ANY AMOUNT DEDUCTED BY THE ISSUER ON ACCOUNT OF SUCH TAX FROM
AMOUNTS PAYABLE UNDER OR IN RESPECT OF THE NOTE.


[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](4)


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)






(4)          This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 58
 






 



 


Euro Medium Term Note Programme

Series No. [     ]

[Title of issue]


PERMANENT GLOBAL NOTE

Permanent Global Note No. [       ]


This Permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series
specified in Appendix 4 hereto of AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED (the “Issuer”).


Interpretation and Definitions


References in this Permanent Global Note to the “Conditions” are to the Terms and Conditions
applicable to the Notes (which are in the form set out in Schedule 6 to the
Amended and Restated Agency Agreement dated 25 September 2006 (as further
supplemented and/or amended and/or restated as at the Issue Date, the “Agency Agreement”) between, among others,
the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent and the other
Agents named in it, as such form is supplemented and/or modified and/or
superseded by the provisions of this Permanent Global Note (including the
supplemental definitions and any modifications or additions set out in Appendix
4 hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in this
Permanent Global Note shall have the meanings given to them in the Conditions
or the Agency Agreement.


Aggregate Nominal Amount


The aggregate nominal amount from time to time of this Permanent Global
Note shall be an amount equal to the aggregate nominal amount of the Notes as
shall be shown by the latest entry in the fourth column of Appendix 1 hereto,
which shall be completed by or on behalf of the Fiscal Agent upon (i) the
exchange of the whole or a part of the Temporary Global Note initially
representing the Notes for a corresponding interest herein (in the case of
Notes represented by a Temporary Global Note upon issue), (ii) the issue of the
Notes represented hereby (in the case of Notes represented by this Permanent
Global Note upon issue), (iii) the exchange of the whole or, where the limited
circumstances so permit, a part of this Permanent Global Note for Definitive
Notes, (iv) the redemption or purchase and cancellation of Notes represented
hereby, (v) in the case of Partly-paid Notes, the forfeiture of Notes
represented hereby in accordance with the Conditions relating to such
Partly-paid Notes and/or (vi) the exchange of interests in this Permanent
Global Note for direct enforcement rights, all as described below.


Promise to Pay


Subject as provided herein, the Issuer, for value received, promises to
pay to the bearer of this Permanent Global Note, upon presentation and (when no
further payment is due in respect of this Permanent Global Note) surrender of
this Permanent Global Note, on the Maturity Date (or on such earlier date as
the Redemption Amount may become repayable in accordance with the Conditions)
the Redemption Amount in respect of the aggregate nominal amount of Notes
represented by this Permanent Global Note and (unless this Permanent



 59
 






 



 


Global Note does not bear interest) to pay interest in respect of such
aggregate nominal amount of Notes from the Interest Commencement Date in arrear
at the rates, in the amounts and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


Exchange


This Permanent Global Note is exchangeable (free of charge to the
holder) on or after the Exchange Date in whole but not, except as provided in
the next paragraph, in part for the Definitive Notes:


(a)                            unless principal in respect of any Notes is
not paid when due, by the Issuer giving notice to the Fiscal Agent and the Noteholders
of its intention to effect such exchange;


(b)                           if Appendix 4 hereto provides that this
Permanent Global Note is exchangeable for Definitive Notes at the request of
the holder, by such holder giving notice to the Fiscal Agent of its election
for such exchange; or


(c)                            (1) if this Permanent Global Note is held on
behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an
“Alternative Clearing System”) and
any such clearing system is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so or (2) upon or
following any failure to pay principal in respect of any Notes when it is due
and payable, by the holder giving notice to the Fiscal Agent of its election
for such exchange.


This Permanent Global Note is exchangeable in part (provided, however,
that if this Permanent Global Note is held by or on behalf of Euroclear,
Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear,
Clearstream, Luxembourg and/or such Alternative Clearing System, as the case
may be, so permit) (i) upon or following any failure to pay principal in
respect of any Notes when it is due and payable or (ii) if so provided, and in
accordance with, the Conditions relating to Partly-paid Notes.


“Exchange Date” means a
day falling not less than 60 days, or in the case of exchange following failure
to pay principal in respect of any Notes when due 30 days, after that on which
the notice requiring exchange is given and on which commercial banks are open
for business in the city in which the specified office of the Fiscal Agent is
located and, except, in the case of exchange pursuant to paragraph (c)(1) of “Exchange”
above, in the cities in which Euroclear and Clearstream, Luxembourg or, if
relevant, the Alternative Clearing System, are located.


Subject as provided in the Conditions applicable to Partly-paid Notes,
any such exchange may be effected on or after the Exchange Date by the holder
of this Permanent Global Note surrendering this Permanent Global Note or, in
the case of a partial exchange, presenting it for endorsement to or to the
order of the Fiscal Agent.  In exchange
for this Permanent Global Note, or part thereof to be exchanged, the Issuer
shall deliver, or procure the delivery of, duly executed and authenticated
Definitive Notes in an aggregate nominal amount equal to



 60
 






 



 


the nominal amount of this Permanent Global Note submitted for exchange
(if appropriate, having attached to them all Coupons (and, where appropriate,
Talons) in respect of interest, and all Receipts in respect of Instalment
Amounts, that have not already been paid on this Permanent Global Note),
security printed in accordance with any applicable legal, listing authority,
exchange and/or quotation system requirements and substantially in the form set
out in Schedule 4 to the Agency Agreement as supplemented and/or modified
and/or superseded by the terms of Appendix 4 hereto.


On exchange in full and surrender of this Permanent Global Note, the
Issuer shall, if the holder so requests, procure that it is cancelled and
returned to the holder together with the relevant Definitive Notes.  On any exchange of a part of this Permanent
Global Note the portion of the nominal amount hereof so exchanged shall be
endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
exchanged and endorsed.


If, for any actual or alleged reason that would not have been
applicable had there been no exchange of this Permanent Global Note (or part of
this Permanent Global Note) or in any other circumstances whatsoever, the
Issuer does not perform or comply with any one or more of what are expressed to
be its obligations under any Definitive Notes, then any right or remedy
relating in any way to the obligation(s) in question may be exercised or
pursued on the basis of this Permanent Global Note despite its stated
cancellation after its exchange in full, as an alternative, or in addition, to
the Definitive Notes (or the Coupons, Receipts or Talons appertaining to them
as appropriate).  With this exception,
upon exchange in full and cancellation of this Permanent Global Note for
Definitive Notes, this Permanent Global Note shall become void.


Benefit of Conditions


Except as otherwise specified herein, this Permanent Global Note is
subject to the Conditions and, until the whole of this Permanent Global Note is
exchanged for Definitive Notes, the holder of this Permanent Global Note shall
in all respects be entitled to the same benefits as if it were the holder of
the Definitive Notes for which it may be exchanged and as if such Definitive
Notes had been issued on the Issue Date.


Payments


No person shall be entitled to receive any payment in respect of the
Notes represented by this Permanent Global Note that falls due after the
Exchange Date for such Notes, unless upon due presentation of this Permanent
Global Note for exchange, delivery of Definitive Notes is improperly withheld
or refused by or on behalf of the Issuer or the Issuer does not perform or
comply with any one or more of what are expressed to be its obligations under
any Definitive Notes.


Payments in respect of this Permanent Global Note shall be made to its
holder against presentation and (if no further payment falls to be made on it)
surrender of it at the specified office of the Fiscal Agent or of any other
Paying Agent provided for in the Conditions. 
A record of each such payment shall be endorsed on Appendix 1 or 3
hereto, as appropriate, by the Fiscal Agent or by the relevant Paying Agent,
for and on behalf of the Fiscal Agent,



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which endorsement shall (until the contrary is proved) be prima facie evidence that the payment in
question has been made.


Prescription


Claims in respect of principal and interest (as each is defined in the
Conditions) in respect of this Permanent Global Note shall become void unless
it is presented for payment within a period of 10 years (in the case of principal)
and five years (in the case of interest) from the appropriate Relevant Date.


Meetings


The holder of this Permanent Global Note shall (unless this Permanent
Global Note represents only one Note) be treated as two persons for the
purposes of any quorum requirements of a meeting of Noteholders and, at any
such meeting, as having one vote in respect of each nominal amount of Notes
equal to the minimum Specified Denomination of the Notes for which this
Permanent Global Note may be exchanged.


Cancellation


Cancellation of any Note represented by this Permanent Global Note that
is required by the Conditions to be cancelled (other than upon its redemption)
shall be effected by reduction in the nominal amount of this Permanent Global
Note representing such Note on its presentation to or to the order of the
Fiscal Agent for endorsement in Appendix 1 hereto, whereupon the nominal amount
hereof shall be reduced for all purposes by the amount so cancelled and
endorsed.


Purchase


Notes may only be purchased by the Issuer or any of its subsidiaries if
they are purchased together with the right to receive all future payments of
interest and Instalment Amounts (if any) thereon.


Issuer’s Options


Any option of the Issuer provided for in the Conditions shall be
exercised by the Issuer giving notice to the Noteholders within the time limits
set out in and containing the information required by the Conditions, except
that the notice shall not be required to contain the serial numbers of Notes
drawn in the case of a partial exercise of an option and accordingly no drawing
of Notes shall be required.


Noteholders’ Options


Any option of the Noteholders provided for in the Conditions may be
exercised by the holder of this Permanent Global Note giving notice to the
Fiscal Agent within the time limits relating to the deposit of Notes with a
Paying Agent set out in the Conditions substantially in the form of the notice
available from any Paying Agent, except that the notice shall not be required
to contain the certificate numbers of the Notes in respect of which the option
has been exercised, and stating the nominal amount of Notes in respect of which
the option is exercised and at the



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same time presenting this Permanent Global Note to the Fiscal Agent, or
to a Paying Agent acting on behalf of the Fiscal Agent, for notation
accordingly in Appendix 5 hereto.


Events of Default


If the Notes represented by this Permanent Global Note are
Unsubordinated Notes, the holder hereof may from time to time exercise the
right to declare the Unsubordinated Notes represented by this Permanent Global
Note due and payable following an Event of Default in accordance with the
Conditions by stating in a notice given to the Fiscal Agent the nominal amount
of the Unsubordinated Notes (which may be less than the outstanding nominal
amount hereof) to which such notice relates. 
If the Notes represented by this Permanent Global Note are Subordinated
Notes, following the occurrence of an Event of Default in paragraph (ii) of Condition
10(b) which is continuing, the holder
hereof may only, in order to enforce the obligations of the Issuer under the
Subordinated Notes represented by this Permanent Global Note: (i)
notwithstanding the provisions of (ii) below, institute proceedings in the
State of Victoria, Commonwealth of Australia (but not elsewhere) for the
winding up of the Issuer (all subject to, and in accordance with, the
subordination terms of Condition 11); or (ii), institute proceedings for
recovery of money then due, provided that the Issuer will not, by virtue of the
institution of any such proceedings (other than proceedings for the winding up
of the Issuer) be obliged to pay any sums representing principal or interest in
respect of the Subordinated Notes represented by this Permanent Global Note
sooner than the same would otherwise have been payable by it.  If the Notes represented by this Permanent
Global Note are Subordinated Notes, no remedy against the Issuer, other than
those referred to in (i) and (ii) above, shall be available to the holder
hereof, whether for the recovery of amounts owing in respect of the
Subordinated Notes represented by this Permanent Global Note or in respect of
any breach by the Issuer of any of its other obligations under or in respect of
the Subordinated Notes represented by this Permanent Global Note.


If principal in respect of any Notes is not paid when due (but subject
as provided below), the holder of this Permanent Global Note may from time to
time elect that Direct Rights under the provisions of (and as defined in) the
Deed of Covenant executed by the Issuer as of 3 October 2005 (as further
supplemented and/or amended and/or restated as at the Issue Date, the “Deed of Covenant”) (a copy of which is
available for inspection at the specified office of the Fiscal Agent and which
the Issuer acknowledges to apply to the Notes represented by this Permanent
Global Note) shall come into effect in respect of a nominal amount of Notes up
to the aggregate nominal amount in respect of which such failure to pay
principal has occurred.  Such election
shall be made by notice to the Fiscal Agent and presentation of this Permanent
Global Note to or to the order of the Fiscal Agent for reduction of the nominal
amount of Notes represented by this Permanent Global Note by such amount as may
be stated in such notice by endorsement in Appendix 1 hereto and a
corresponding endorsement in Appendix 2 hereto of such nominal amount of Notes
formerly represented hereby as the nominal amount of Notes in respect of which
Direct Rights have arisen under the Deed of Covenant.  Upon each such notice being given, this
Permanent Global Note shall become void to the extent of the nominal amount
stated in such notice, save to the extent that the appropriate Direct Rights
shall fail to take effect, for whatever reason.



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No such election may however be made on or before an Exchange Date
unless the holder elects in such notice that the exchange for such Notes shall
no longer take place.


Notices


Notices required to be given in respect of the Notes represented by
this Permanent Global Note may be given by their being delivered (so long as
this Permanent Global Note is held on behalf of Euroclear and/or Clearstream,
Luxembourg and/or any other clearing system) to Euroclear and/or Clearstream,
Luxembourg and/or such other clearing system, as the case may be, or otherwise
to the holder of this Permanent Global Note, rather than by publication as
required by the Conditions and, in any case, such notices shall be deemed to
have been given to the Noteholders in accordance with the Conditions on the
date of delivery to Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system.


Negotiability


This Permanent Global Note is a bearer document and negotiable and
accordingly:


(a)                            is freely transferable by delivery and such
transfer shall operate to confer upon the transferee all rights and benefits
appertaining hereto and to bind the transferee with all obligations
appertaining hereto pursuant to the Conditions;


(b)                           the holder of this Permanent Global Note is
and shall be absolutely entitled as against all previous holders to receive all
amounts by way of Redemption Amount, interest or otherwise payable in respect
of this Permanent Global Note and the Issuer has waived against such holder and
any previous holder of this Permanent Global Note all rights of set-off or
counterclaim that would or might otherwise be available to it in respect of the
obligations evidenced by this Global Note; and


(c)                            payment upon due presentation of this
Permanent Global Note as provided herein shall operate as a good discharge
against such holder and all previous holders of this Permanent Global Note.


No provisions of this Permanent Global Note shall alter or impair the
obligation of the Issuer to pay the principal and premium of and interest on
the Notes when due in accordance with the Conditions.


Contract (Rights of Third Parties) Act 1999


The Conditions do not confer a right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Permanent Global Note, but
this does not affect any rights or remedy which exist apart from that Act.


This Permanent Global Note shall not be valid or become obligatory for
any purpose until authenticated by or on behalf of the Fiscal Agent.


This Permanent Global Note shall be governed by and construed in
accordance with, English law, save that where the Notes represented by this
Permanent Global Note are Subordinated Notes the subordination provisions
thereof shall be governed in accordance with the laws of the State of Victoria
and the Commonwealth of Australia.



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IN WITNESS whereof the Issuer has caused this Permanent Global Note to be duly
signed on its behalf.


Dated as of the Issue Date.


	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


 


Certificate of Authentication


This
Permanent Global Note is authenticated


without
recourse, warranty or liability


by or on behalf of the Fiscal Agent


DEUTSCHE BANK AG, LONDON BRANCH


as Fiscal Agent


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  



 



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APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED

BY THIS PERMANENT GLOBAL NOTE


The following (i) issues of Notes initially represented by this
Permanent Global Note, (ii) exchanges of interests in a Temporary Global Note
for interests in this Permanent Global Note, (iii) exchanges of the whole or a
part of this Permanent Global Note for Definitive Notes or for Direct Rights
under the Deed of Covenant, (iv) cancellations or forfeitures of interests in
this Permanent Global Note and/or (v) payments of Redemption Amount in respect
of this Permanent Global Note have been made, resulting in the nominal amount of
this Permanent Global Note specified in the latest entry in the fourth column:


	
  Date

  	
   

  	
  Amount of increase/

  decrease in nominal

  amount of this

  Permanent Global

  Note

  	
   

  	
  Reason for increase/

  decrease in nominal

  amount of this

  Permanent Global

  Note (initial issue,

  exchange,

  cancellation,

  forfeiture or

  payment, stating

  amount of payment

  made)

  	
   

  	
  Nominal amount of

  this Permanent

  Global Note

  following such

  increase/ decrease

  	
   

  	
  Notation made by or

  on behalf of the

  Fiscal Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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APPENDIX 2


DIRECT RIGHTS


The nominal amount of Notes in respect of which Direct Rights have
arisen under the Deed of Covenant is shown by the latest entry in the third
column below:


	
  Date

  	
   

  	
  Amount of increase in

  nominal amount of Notes

  in respect of which Direct

  Rights have arisen

  	
   

  	
  Initial nominal

  amount and nominal

  amount following

  such increase

  	
   

  	
  Notation by or on

  behalf of the Fiscal

  Agent (other than in

  respect of initial

  nominal amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Zero

  	
   

  	
  Not applicable

  



 



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APPENDIX 3


PAYMENTS OF INTEREST


The following payments of interest or Interest Amount in respect of
this Permanent Global Note have been made:


	
  Due date of
  payment

  	
   

  	
  Date of payment

  	
   

  	
  Amount of interest

  	
   

  	
  Notation made by or on

  behalf of the Fiscal

  Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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APPENDIX 4


FINAL TERMS


[Insert the provisions of the relevant Final Terms that relate to the
Conditions or the Global Notes as Appendix 4]



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APPENDIX 5


EXERCISE OF NOTEHOLDERS’ OPTION


The following exercises of the option of the Noteholders provided for
in the Conditions have been made in respect of the stated nominal amount of
this Permanent Global Note:


	
  Date of
  exercise

  	
   

  	
  Nominal Amount of this

  Permanent Global Note

  in respect of which

  exercise is made

  	
   

  	
  Date on which exercise

  of such option is

  effective

  	
   

  	
  Notation made by or on

  behalf of the Fiscal

  Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 70














 


PART B - ANZNBL PERMANENT GLOBAL NOTE


THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANY
INTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN
ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED
IN CONDITION 8).


[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.](5)


ANZ NATIONAL BANK LIMITED


Euro Medium Term Note Programme

Series No [·]

[Title of Issue]


PERMANENT GLOBAL NOTE

Permanent Global Note No. [·]


This
Permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series
specified in Appendix 4 hereto of ANZ National Bank Limited (the “Issuer”).


Interpretation and Definitions


References
in this Permanent Global Note to the “Conditions”
are to the Terms and Conditions applicable to the Notes (which are in the form
set out in Schedule 6 to the Amended and Restated Agency Agreement dated 25
September 2006 (as further supplemented and/or amended and/or restated as at
the Issue Date, the “Agency Agreement”)
between, among others, the Issuer, the Deutsche Bank AG, London Branch as
Fiscal Agent and the other Agents named in it, as such form is supplemented
and/or modified and/or superseded by the provisions of this Permanent Global
Note (including the supplemental definitions and any modifications or additions
set out in Appendix 4 hereto), which in the event of any conflict shall
prevail).  Other capitalised terms used
in this Permanent Global Note shall have the meanings given to them in the
Conditions or the Agency Agreement.


Aggregate Nominal Amount


The
aggregate nominal amount from time to time of this Permanent Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be
shown by the latest entry in the fourth column of Appendix 1 hereto, which
shall be completed by or on behalf of the Fiscal Agent upon (i) the exchange of
the whole or a part of the Temporary Global Note initially representing the
Notes for a corresponding interest herein (in the case of Notes represented by
a Temporary Global Note upon issue), (ii) the issue of the Notes represented
hereby (in the case of Notes represented by this Permanent Global Note upon
issue), (iii) the






(5)          This legend can be deleted if the Notes have an initial maturity of 365
days or less.



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exchange
of the whole or, where the limited circumstances so permit, a part of this
Permanent Global Note for Definitive Notes, (iv) the redemption or purchase and
cancellation of Notes represented hereby, (v) in the case of Partly-paid Notes,
the forfeiture of notes represented hereby in accordance with the Conditions
relating to such Partly-paid Notes and/or (vi) the exchange of interests in
this Permanent Global Note for direct enforcement rights, all as described
below.


Promise to Pay


Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this Permanent Global Note, upon presentation and (when no further
payment is due in respect of this Permanent Global Note) surrender of this
Permanent Global Note, on the Maturity Date (or on such earlier date as the
Redemption Amount may become repayable in accordance with the Conditions) the
Redemption Amount in respect of the aggregate nominal amount of Notes
represented by this Permanent Global Note and (unless this Permanent Global
Note does not bear interest) to pay interest in respect of such aggregate
nominal amount of Notes from the Interest Commencement Date in arrear at the
rates, in the amounts and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


Exchange


This
Permanent Global Note is exchangeable (free of charge to the holder) on or
after the Exchange Date in whole but not, except as provided in the next
paragraph, in part for the Definitive Notes:


(a)                            unless principal in respect of any Notes is
not paid when due, by the Issuer giving notice to the Fiscal Agent and the
Noteholders of its intention to effect such exchange;


(b)                           if Appendix 4 hereto provides that this
Permanent Global Note is exchangeable for Definitive Notes at the request of
the holder, by such holder giving notice to the Fiscal Agent of its election
for such exchange; or


(c)                            (1) if this Permanent Global Note is held on
behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an
“Alternative Clearing System”) and
any such clearing system is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so or (2) upon or
following any failure to pay principal in respect of any Notes when it is due
and payable, by the holder giving notice to the Fiscal Agent of its election
for such exchange.


This
Permanent Global Note is exchangeable in part (provided, however, that if this
Permanent Global Note is held by or on behalf of Euroclear, Clearstream,
Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream,
Luxembourg and/or such Alternative Clearing System, as the case may be, so
permit) (i) upon or following any failure to pay principal in respect of any
Notes when it is due and payable or (ii) if so provided, and in accordance
with, the Conditions relating to Partly-paid Notes.



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“Exchange Date” means a day falling not less
than 60 days, or in the case of exchange following failure to pay principal in
respect of any Notes when due 30 days, after that on which the notice requiring
exchange is given and on which commercial banks are open for business in the
city in which the specified office of the Fiscal Agent is located and, except,
in the case of exchange pursuant to paragraph (c)(1) of “Exchange” above, in
the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the
Alternative Clearing System, are located.


Subject
as provided in the Conditions applicable to Partly-paid Notes, any such
exchange may be effected on or after the Exchange Date by the holder of this
Permanent Global Note surrendering this Permanent Global Note or, in the case
of a partial exchange, presenting it for endorsement to or to the order of the
Fiscal Agent.  In exchange for this
Permanent Global Note, or part thereof to be exchanged, the Issuer shall
deliver, or procure the delivery of, duly executed and authenticated Definitive
Notes in an aggregate nominal amount equal to the nominal amount of this
Permanent Global Note submitted for exchange (if appropriate, having attached
to them all Coupons (and, where appropriate, Talons) in respect of interest,
and all Receipts in respect of Instalment Amounts, that have not already been
paid on this Permanent Global Note), security printed in accordance with any
applicable legal, listing authority, exchange and/or quotation system
requirements and substantially in the form set out in Schedule 4 to the Agency
Agreement as supplemented and/or modified and/or superseded by the terms of
Appendix 4 hereto.


On
exchange in full and surrender of this Permanent Global Note, the Issuer shall,
if the holder so requests, procure that it is cancelled and returned to the
holder together with the relevant Definitive Notes.  On any exchange of a part of this Permanent
Global Note the portion of the nominal amount hereof so exchanged shall be
endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
exchanged and endorsed.


If,
for any actual or alleged reason that would not have been applicable had there
been no exchange of this Permanent Global Note (or part of this Permanent
Global Note) or in any other circumstances whatsoever, the Issuer does not
perform or comply with any one or more of what are expressed to be its
obligations under any Definitive Notes, then any right or remedy relating in
any way to the obligation(s) in question may be exercised or pursued on the
basis of this Permanent Global Note despite its stated cancellation after its
exchange in full, as an alternative, or in addition, to the Definitive Notes
(or the Coupons Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in full
and cancellation of this Permanent Global Note for Definitive Notes, this
Permanent Global Note shall become void.


Benefit of Conditions


Except
as otherwise specified herein, this Permanent Global Note is subject to the
Conditions and, until the whole of this Permanent Global Note is exchanged for
Definitive Notes, the holder of this Permanent Global Note shall in all
respects be entitled to the same benefits as if it were the holder of the
Definitive Notes for which it may be exchanged and as if such Definitive Notes
had been issued on the Issue Date.



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Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this Permanent Global Note that falls due after the Exchange
Date for such Notes, unless upon due presentation of this Permanent Global Note
for exchange, delivery of Definitive Notes is improperly withheld or refused by
or on behalf of the Issuer or the Issuer does not perform or comply with any
one or more of what are expressed to be its obligations under any Definitive
Notes.


Payments
in respect of this Permanent Global Note shall be made to its holder against
presentation and (if no further payment to be made on it) surrender of it at
the specified office of the Fiscal Agent or of any other Paying Agent provided
for in the Conditions.  A record of each
such payment shall be endorsed on Appendix 1 or 3 hereto, as appropriate, by
the Fiscal Agent or by the relevant Paying Agent, for and on behalf of the
Fiscal Agent, which endorsement shall (until the contrary is proved) be prima facie evidence that the payment in
question has been made.


Prescription


Claims
in respect of principal and interest (as each is defined in the Conditions) in
respect of this Permanent Global Note shall become void unless it is presented
for payment within a period of 10 years (in the case of principal) and five
years (in the case of interest) from the appropriate Relevant Date.


Meetings


The
holder of this Permanent Global Note shall (unless this Permanent Global Note
represents only one Note) be treated as two persons for the purposes of any
quorum requirements of a meeting of Noteholders and, at any such meeting, as
having one vote in respect of each nominal amount of Notes equal to the minimum
Specified Denomination of the Notes for which this Permanent Global Note may be
exchanged.


Cancellation


Cancellation
of any Note represented by this Permanent Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected
by reduction in the nominal amount of this Permanent Global Note representing
such Note on its presentation to or to the order of the Fiscal Agent for
endorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.


Purchase


Notes
may only be purchased by the Issuer or any of its subsidiaries if they are
purchased together with the right to receive all future payments of interest
and Instalment Amounts (if any) thereon.



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Issuer’s Options


Any
option of the Issuer provided for in the Conditions shall be exercised by the
Issuer giving notice to the Noteholders within the time limits set out in and
containing the information required by the Conditions, except that the notice
shall not be required to contain the serial numbers of Notes drawn in the case
of a partial exercise of an option and accordingly no drawing of Notes shall be
required.


Noteholders’ Options


Any
option of the Noteholders provided for in the Conditions may be exercised by
the holder of this Permanent Global Note giving notice to the Fiscal Agent
within the time limits relating to the deposit of Notes with a Paying Agent set
out in the Conditions substantially in the form of the notice available from
any Paying Agent, except that the notice shall not be required to contain the
certificate numbers of the Notes in respect of which the option has been
exercised, and stating the nominal amount of Notes in respect of which the
option is exercised and at the same time presenting this Permanent Global Note
to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent,
for notation accordingly in Appendix 5 hereto.


Events of Default


The
holder hereof may from time to time exercise the right to declare Notes represented
by this Permanent Global Note due and payable following an Event of Default in
accordance with the Conditions by stating in a notice given to the Fiscal Agent
the nominal amount of Notes (which may be less than the outstanding nominal
amount hereof) to which such notice relates.


If
principal in respect of any Notes is not paid when due (but subject as provided
below), the holder of this Permanent Global Note may from time to time elect
that Direct Rights under the provisions of (and as defined in) the Deed of
Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/or
amended and/or restated as at the Issue Date, the “Deed of Covenant”) (a copy of which is available for
inspection at the specified office of the Fiscal Agent and which the Issuer
acknowledges to apply to the Notes represented by this Permanent Global Note)
shall come into effect in respect of a nominal amount of Notes up to the
aggregate nominal amount in respect of which such failure to pay principal has
occurred.  Such election shall be made by
notice to the Fiscal Agent and presentation of this Permanent Global Note to or
to the order of the Fiscal Agent for reduction of the nominal amount of Notes
represented by this Permanent Global Note by such amount as may be stated in
such notice by endorsement in Appendix 1 hereto and a corresponding endorsement
in Appendix 2 hereto of such nominal amount of Notes formerly represented
hereby as the nominal amount of Notes in respect of which Direct Rights have
arisen under the Deed of Covenant.  Upon
each such notice being given, this Permanent Global Note shall become void to
the extent of the nominal amount stated in such notice, save to the extent that
the appropriate Direct Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in the
Deed of Covenant, and subject to the terms thereof, no term of this Permanent
Global Note may be enforceable by any person other than the holder.



 75
 






 



 


No
such election may however be made on or before an Exchange Date unless the
holder elects in such notice that the exchange for such Notes shall no longer
take place.


Notices


Notices
required to be given in respect of the Notes represented by this Permanent
Global Note may be given by their being delivered (so long as this Permanent
Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg
and/or any other clearing system) to Euroclear and/or Clearstream, Luxembourg
and/or such other clearing system, as the case may be, or otherwise to the holder
of this Permanent Global Note, rather than by publication as required by the
Conditions and, in any case, such notices shall be deemed to have been given to
the Noteholders in accordance with the Conditions on the date of delivery to
Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing
system.


Negotiability


This
Permanent Global Note is a bearer document and negotiable and accordingly:


(a)                            is freely transferable by delivery and such
transfer shall operate to confer upon the transferee all rights and benefits
appertaining hereto and to bind the transferee with all obligations
appertaining hereto pursuant to the Conditions;


(b)                           the holder of this Permanent Global Note is
and shall be absolutely entitled as against all previous holders to receive all
amounts by way of Redemption Amount interest or otherwise payable in respect of
this Permanent Global Note and the Issuer has waived against such holder and
any previous holder of this Permanent Global Note all rights of set-off or
counterclaim that would or might otherwise be available to it in respect of the
obligations evidenced by this Global Note; and


(c)                            payment upon due presentation of this
Permanent Global Note as provided herein shall operate as a good discharge
against such holder and all previous holders of this Permanent Global Note.


No
provisions of this Permanent Global Note shall alter or impair the obligation
of the Issuer to pay the principal and premium of and interest on the Notes
when due in accordance with the Conditions.


Contract (Rights of Third Parties) Act 1999


The
Conditions do not confer a right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Permanent Global Note, but this does not
affect any rights or remedy which exist apart from that Act.


This
Permanent Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Fiscal Agent.


This
Permanent Global Note shall be governed by and construed in accordance with
English law.



 76
 






 



 


IN WITNESS whereof the Issuer has caused this Permanent Global Note to be duly
signed on its behalf.


Dated
as of the Issue Date.


 


	
  ANZ NATIONAL BANK LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


 


Certificate of Authentication


This Permanent Global Note
is authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent


DEUTSCHE
BANK AG, LONDON BRANCH

as Fiscal Agent


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  



 



 77
 






 



APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED

BY THIS PERMANENT GLOBAL NOTE


The
following (i) issues of Notes initially represented by this Permanent Global
Note, (ii) exchanges of interests in a Temporary Global Note for interests in
this Permanent Global Note, (iii) exchanges of the whole or a part of this
Permanent Global Note for Definitive Notes or for Direct Rights under the Deed
of Covenant, (iv) cancellations or forfeitures of interests in this Permanent
Global Note and/or (v) payments of Redemption Amount in respect of this
Permanent Global Note have been made, resulting in the nominal amount of this
Permanent Global Note specified in the latest entry in the fourth column:


	
  Date

  	
   

  	
  Amount of

  increase/decrease 

  in nominal amount

  of this Permanent

  Global Note

  	
   

  	
  Reason for

  increase/decrease

  in nominal amount

  of this Permanent

  Global Note

  (initial issue,

  exchange,

  cancellation,

  forfeiture or

  payment, stating

  amount of

  payment made)

  	
   

  	
  Nominal amount

  of this Permanent

  Global Note

  following such

  increase/decrease

  	
   

  	
  Notation made by

  or on behalf of the

  Fiscal Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 78
 






 



 


APPENDIX 2


DIRECT RIGHTS


The
nominal amount of Notes in respect of which Direct Rights have arisen under the
Deed of Covenant is shown by the latest entry in the third column below:


	
  Date

  	
   

  	
  Amount of increase in

  nominal amount of Notes

  in respect of which Direct

  Rights have arisen

  	
   

  	
  Initial nominal amount

  and nominal amount

  following such increase

  	
   

  	
  Notation by or on behalf

  of the Fiscal Agent (other

  than in respect of initial

  nominal amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Zero

  	
   

  	
  Not applicable

  



 



 79
 






 



 


APPENDIX 3


PAYMENTS OF INTEREST


The
following payments of interest or Interest Amount in respect of this Permanent
Global Note have been made:


	
  Due date of
  payment

  	
   

  	
  Date of payment

  	
   

  	
  Amount of interest

  	
   

  	
  Notation made by or

  on behalf of the Fiscal

  Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 80
 






 



 


APPENDIX 4


FINAL TERMS


[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as Appendix 4]



 81
 






 



 


APPENDIX 5


EXERCISE OF NOTEHOLDERS’ OPTION


The
following exercises of the option of the Noteholders provided for in the
Conditions have been made in respect of the stated nominal amount of this
Permanent Global Note:


	
  Date of
  exercise

  	
   

  	
  Nominal amount of

  this Permanent Global

  note in respect of

  which exercise is made

  	
   

  	
  Date on which

  exercise of such option

  is effective

  	
   

  	
  Notation made by or

  on behalf of the Fiscal

  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 82
 






 



 


PART C - ANZNIL PERMANENT GLOBAL NOTE


THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANY
INTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN
ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED
IN CONDITION 8).


[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.](6)


ANZ NATIONAL (INT’L) LIMITED


Euro Medium Term Note Programme

Series No [•]

[Title of Issue]


Guaranteed by

ANZ NATIONAL BANK LIMITED


PERMANENT GLOBAL NOTE

Permanent Global Note No. [•]


This
Permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series
specified in Appendix 4 hereto of ANZ National (Int’l) Limited (the “Issuer”) and has the benefit of a guarantee
of ANZ National Bank Limited (the “Guarantor”)
contained in a deed of guarantee dated 3 October 2005.


Interpretation and Definitions


References
in this Permanent Global Note to the “Conditions”
are to the Terms and Conditions applicable to the Notes (which are in the form
set out in Schedule 6 to the Amended and Restated Agency Agreement dated 25
September 2006 (as further supplemented and/or amended and/or restated as at
the Issue Date, the “Agency Agreement”)
between, among others, the Issuer, the Guarantor, the Deutsche Bank AG, London
Branch as Fiscal Agent and the other Agents named in it, as such form is supplemented
and/or modified and/or superseded by the provisions of this Permanent Global
Note (including the supplemental definitions and any modifications or additions
set out in Appendix 4 hereto), which in the event of any conflict shall
prevail).  Other capitalised terms used
in this Permanent Global Note shall have the meanings given to them in the
Conditions or the Agency Agreement.


Aggregate Nominal Amount


The
aggregate nominal amount from time to time of this Permanent Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be
shown by the latest






(6)          This legend can be deleted if the Notes have an initial maturity of 365
days or less.



 83
 






 



entry in the fourth column of Appendix 1
hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i)
the exchange of the whole or a part of the Temporary Global Note initially
representing the Notes for a corresponding interest herein (in the case of
Notes represented by a Temporary Global Note upon issue), (ii) the issue of the
Notes represented hereby (in the case of Notes represented by this Permanent
Global Note upon issue), (iii) the exchange of the whole or, where the limited
circumstances so permit, a part of this Permanent Global Note for Definitive
Notes, (iv) the redemption or purchase and cancellation of Notes represented
hereby, (v) in the case of Partly-paid Notes, the forfeiture of notes
represented hereby in accordance with the Conditions relating to such
Partly-paid Notes and/or (vi) the exchange of interests in this Permanent
Global Note for direct enforcement rights, all as described below.


 


Promise to Pay


Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this Permanent Global Note, upon presentation and (when no further
payment is due in respect of this Permanent Global Note) surrender of this
Permanent Global Note, on the Maturity Date (or on such earlier date as the
Redemption Amount may become repayable in accordance with the Conditions) the
Redemption Amount in respect of the aggregate nominal amount of Notes
represented by this Permanent Global Note and (unless this Permanent Global
Note does not bear interest) to pay interest in respect of such aggregate
nominal amount of Notes from the Interest Commencement Date in arrear at the
rates, in the amounts and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


Exchange


This
Permanent Global Note is exchangeable (free of charge to the holder) on or
after the Exchange Date in whole but not, except as provided in the next
paragraph, in part for the Definitive Notes:


(a)                            unless principal in respect of any Notes is
not paid when due, by the Issuer giving notice to the Fiscal Agent and the
Noteholders of its intention to effect such exchange;


(b)                           if Appendix 4 hereto provides that this
Permanent Global Note is exchangeable for Definitive Notes at the request of
the holder, by such holder giving notice to the Fiscal Agent of its election
for such exchange; or


(c)                            (1) if this Permanent Global Note is held on
behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an
“Alternative Clearing System”) and
any such clearing system is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so or (2) upon or
following any failure to pay principal in respect of any Notes when it is due
and payable, by the holder giving notice to the Fiscal Agent of its election
for such exchange.



 84
 






 



 


This
Permanent Global Note is exchangeable in part (provided, however, that if this
Permanent Global Note is held by or on behalf of Euroclear, Clearstream,
Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream,
Luxembourg and/or such Alternative Clearing System, as the case may be, so
permit) (i) upon or following any failure to pay principal in respect of any
Notes when it is due and payable or (ii) if so provided, and in accordance
with, the Conditions relating to Partly-paid Notes.


“Exchange Date” means a day falling not less
than 60 days, or in the case of exchange following failure to pay principal in
respect of any Notes when due 30 days, after that on which the notice requiring
exchange is given and on which commercial banks are open for business in the
city in which the specified office of the Fiscal Agent is located and, except,
in the case of exchange pursuant to paragraph (c)(1) of “Exchange” above, in
the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the
Alternative Clearing System, are located.


Subject
as provided in the Conditions applicable to Partly-paid Notes, any such
exchange may be effected on or after the Exchange Date by the holder of this
Permanent Global Note surrendering this Permanent Global Note or, in the case
of a partial exchange, presenting it for endorsement to or to the order of the
Fiscal Agent.  In exchange for this
Permanent Global Note, or part thereof to be exchanged, the Issuer shall
deliver, or procure the delivery of, duly executed and authenticated Definitive
Notes in an aggregate nominal amount equal to the nominal amount of this Permanent
Global Note submitted for exchange (if appropriate, having attached to them all
Coupons (and, where appropriate, Talons) in respect of interest, and all
Receipts in respect of Instalment Amounts, that have not already been paid on
this Permanent Global Note), security printed in accordance with any applicable
legal, listing authority, exchange and/or quotation system requirements and
substantially in the form set out in Schedule 4 to the Agency Agreement as
supplemented and/or modified and/or superseded by the terms of Appendix 4
hereto.


On
exchange in full and surrender of this Permanent Global Note, the Issuer shall,
if the holder so requests, procure that it is cancelled and returned to the
holder together with the relevant Definitive Notes.  On any exchange of a part of this Permanent
Global Note the portion of the nominal amount hereof so exchanged shall be
endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereupon
the nominal amount hereof shall be reduced for all purposes by the amount so
exchanged and endorsed.


If,
for any actual or alleged reason that would not have been applicable had there
been no exchange of this Permanent Global Note (or part of this Permanent
Global Note) or in any other circumstances whatsoever, the Issuer does not
perform or comply with any one or more of what are expressed to be its
obligations under any Definitive Notes, then any right or remedy relating in
any way to the obligation(s) in question may be exercised or pursued on the
basis of this Permanent Global Note despite its stated cancellation after its
exchange in full, as an alternative, or in addition, to the Definitive Notes
(or the Coupons Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in full
and cancellation of this Permanent Global Note for Definitive Notes, this
Permanent Global Note shall become void.



 85
 






 



 


Benefit of Conditions


Except
as otherwise specified herein, this Permanent Global Note is subject to the
Conditions and, until the whole of this Permanent Global Note is exchanged for
Definitive Notes, the holder of this Permanent Global Note shall in all
respects be entitled to the same benefits as if it were the holder of the
Definitive Notes for which it may be exchanged and as if such Definitive Notes
had been issued on the Issue Date.


Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this Permanent Global Note that falls due after the Exchange
Date for such Notes, unless upon due presentation of this Permanent Global Note
for exchange, delivery of Definitive Notes is improperly withheld or refused by
or on behalf of the Issuer or the Issuer does not perform or comply with any
one or more of what are expressed to be its obligations under any Definitive
Notes.


Payments
in respect of this Permanent Global Note shall be made to its holder against
presentation and (if no further payment falls due to be made on it) surrender
of it at the specified office of the Fiscal Agent or of any other Paying Agent
provided for in the Conditions.  A record
of each such payment shall be endorsed on Appendix 1 or 3 hereto, as
appropriate, by the Fiscal Agent or by the relevant Paying Agent, for and on
behalf of the Fiscal Agent, which endorsement shall (until the contrary is
proved) be prima facie evidence
that the payment in question has been made.


Prescription


Claims
in respect of principal and interest (as each is defined in the Conditions) in
respect of this Permanent Global Note shall become void unless it is presented
for payment within a period of 10 years (in the case of principal) and five
years (in the case of interest) from the appropriate Relevant Date.


Meetings


The
holder of this Permanent Global Note shall (unless this Permanent Global Note
represents only one Note) be treated as two persons for the purposes of any
quorum requirements of a meeting of Noteholders and, at any such meeting, as
having one vote in respect of each nominal amount of Notes equal to the minimum
Specified Denomination of the Notes for which this Permanent Global Note may be
exchanged.


Cancellation


Cancellation
of any Note represented by this Permanent Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected
by reduction in the nominal amount of this Permanent Global Note representing
such Note on its presentation to or to the order of the Fiscal Agent for
endorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall be
reduced for all purposes by the amount so cancelled and endorsed.



 86
 






 



 


Purchase


Notes
may only be purchased by the Issuer or any of its subsidiaries if they are
purchased together with the right to receive all future payments of interest
and Instalment Amounts (if any) thereon.


Issuer’s Options


Any
option of the Issuer provided for in the Conditions shall be exercised by the
Issuer giving notice to the Noteholders within the time limits set out in and
containing the information required by the Conditions, except that the notice
shall not be required to contain the serial numbers of Notes drawn in the case
of a partial exercise of an option and accordingly no drawing of Notes shall be
required.


Noteholders’ Options


Any
option of the Noteholders provided for in the Conditions may be exercised by
the holder of this Permanent Global Note giving notice to the Fiscal Agent
within the time limits relating to the deposit of Notes with a Paying Agent set
out in the Conditions substantially in the form of the notice available from
any Paying Agent, except that the notice shall not be required to contain the
certificate numbers of the Notes in respect of which the option has been
exercised, and stating the nominal amount of Notes in respect of which the
option is exercised and at the same time presenting this Permanent Global Note
to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent,
for notation accordingly in Appendix 5 hereto.


Events of Default


The
holder hereof may from time to time exercise the right to declare Notes
represented by this Permanent Global Note due and payable following an Event of
Default in accordance with the Conditions by stating in a notice given to the
Fiscal Agent the nominal amount of Notes (which may be less than the
outstanding nominal amount hereof) to which such notice relates.


If
principal in respect of any Notes is not paid when due (but subject as provided
below), the holder of this Permanent Global Note may from time to time elect
that Direct Rights under the provisions of (and as defined in) the Deed of
Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/or
amended and/or restated as at the Issue Date, the “Deed of Covenant”) (a copy of which is available for
inspection at the specified office of the Fiscal Agent and which the Issuer
acknowledges to apply to the Notes represented by this Permanent Global Note)
shall come into effect in respect of a nominal amount of Notes up to the
aggregate nominal amount in respect of which such failure to pay principal has
occurred.  Such election shall be made by
notice to the Fiscal Agent and presentation of this Permanent Global Note to or
to the order of the Fiscal Agent for reduction of the nominal amount of Notes
represented by this Permanent Global Note by such amount as may be stated in
such notice by endorsement in Appendix 1 hereto and a corresponding endorsement
in Appendix 2 hereto of such nominal amount of Notes formerly represented
hereby as the nominal amount of Notes in respect of which Direct Rights have
arisen under the Deed of Covenant.  Upon
each such notice being given, this Permanent Global Note shall become void to
the extent of



 87
 






 



 


the
nominal amount stated in such notice, save to the extent that the appropriate
Direct Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in the
Deed of Covenant, and subject to the terms thereof, no term of this Permanent
Global Note may be enforceable by any person other than the holder.


No
such election may however be made on or before an Exchange Date unless the holder
elects in such notice that the exchange for such Notes shall no longer take
place.


Notices


Notices
required to be given in respect of the Notes represented by this Permanent
Global Note may be given by their being delivered (so long as this Permanent
Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg
and/or any other clearing system) to Euroclear and/or Clearstream, Luxembourg
and/or such other clearing system, as the case may be, or otherwise to the
holder of this Permanent Global Note, rather than by publication as required by
the Conditions and, in any case, such notices shall be deemed to have been
given to the Noteholders in accordance with the Conditions on the date of
delivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system.


Negotiability


This
Permanent Global Note is a bearer document and negotiable and accordingly:


(a)                            is freely transferable by delivery and such
transfer shall operate to confer upon the transferee all rights and benefits
appertaining hereto and to bind the transferee with all obligations
appertaining hereto pursuant to the Conditions;


(b)                           the holder of this Permanent Global Note is
and shall be absolutely entitled as against all previous holders to receive all
amounts by way of Redemption Amount interest or otherwise payable in respect of
this Permanent Global Note and the Issuer has waived against such holder and
any previous holder of this Permanent Global Note all rights of set-off or
counterclaim that would or might otherwise be available to it in respect of the
obligations evidenced by this Global Note; and


(c)                            payment upon due presentation of this
Permanent Global Note as provided herein shall operate as a good discharge
against such holder and all previous holders of this Permanent Global Note.


No
provisions of this Permanent Global Note shall alter or impair the obligation
of the Issuer to pay the principal and premium of and interest on the Notes
when due in accordance with the Conditions.


Contract (Rights of Third Parties) Act 1999


The
Conditions do not confer a right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Permanent Global Note, but this does not
affect any rights or remedy which exist apart from that Act.


This
Permanent Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Fiscal Agent.



 88
 






 



 


This
Permanent Global Note shall be governed by and construed in accordance with
English law.


IN WITNESS whereof the Issuer has caused this Permanent Global Note to be duly
signed on its behalf.


Dated
as of the Issue Date.


 


	
  ANZ NATIONAL (INT’L) LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


Certificate of Authentication


This Permanent Global Note
is authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent


DEUTSCHE
BANK AG, LONDON BRANCH

as Fiscal Agent


 


	
  By:

  	
   

  	
   

  
	
  Authorised
  Signatory

  	
   

  
	
  For the purposes
  of authentication only

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorised
  Signatory

  	
   

  
	
  For the purposes
  of authentication only

  



 



 89
 






 



 


APPENDIX 1


NOMINAL AMOUNT OF NOTES REPRESENTED

BY THIS PERMANENT GLOBAL NOTE


The
following (i) issues of Notes initially represented by this Permanent Global
Note, (ii) exchanges of interests in a Temporary Global Note for interests in
this Permanent Global Note, (iii) exchanges of the whole or a part of this
Permanent Global Note for Definitive Notes or for Direct Rights under the Deed
of Covenant, (iv) cancellations or forfeitures of interests in this Permanent
Global Note and/or (v) payments of Redemption Amount in respect of this
Permanent Global Note have been made, resulting in the nominal amount of this
Permanent Global Note specified in the latest entry in the fourth column:


	
  Date

  	
   

  	
  Amount of

  increase/decrease

  in nominal amount

  of this Permanent

  Global Note

  	
   

  	
  Reason for

  increase/decrease

  in nominal amount

  of this Permanent

  Global Note

  (initial issue,

  exchange,

  cancellation,

  forfeiture or

  payment, stating

  amount of

  payment made)

  	
   

  	
  Nominal amount

  of this Permanent

  Global Note

  following such

  increase/decrease

  	
   

  	
  Notation made by

  or on behalf of the

  Fiscal Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 90
 






 



 


APPENDIX 2


DIRECT RIGHTS


The
nominal amount of Notes in respect of which Direct Rights have arisen under the
Deed of Covenant is shown by the latest entry in the third column below:


	
  Date

  	
   

  	
  Amount of increase in

  nominal amount of Notes

  in respect of which Direct

  Rights have arisen

  	
   

  	
  Initial nominal amount

  and nominal amount

  following such increase

  	
   

  	
  Notation by or on behalf

  of the Fiscal Agent (other

  than in respect of initial

  nominal amount)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  Not applicable

  	
   

  	
  Zero

  	
   

  	
  Not applicable

  



 



 91
 






 



 


APPENDIX 3


PAYMENTS OF INTEREST


The
following payments of interest or Interest Amount in respect of this Permanent
Global Note have been made:


	
  Due date of
  payment

  	
   

  	
  Date of payment

  	
   

  	
  Amount of interest

  	
   

  	
  Notation made by or

  on behalf of the Fiscal

  Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 92
 






 



 


APPENDIX 4


FINAL TERMS


[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as Appendix 4]



 93
 






 



APPENDIX 5


EXERCISE OF NOTEHOLDERS’ OPTION


The
following exercises of the option of the Noteholders provided for in the
Conditions have been made in respect of the stated nominal amount of this Permanent
Global Note:


	
  Date of exercise

  	
   

  	
  Nominal amount of

  this Permanent Global

  note in respect of

  which exercise is made

  	
   

  	
  Date on which

  exercise of such option

  is effective

  	
   

  	
  Notation made by or

  on behalf of the Fiscal

  Agent

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 94














 


SCHEDULE
3


FORMS OF REGISTERED GLOBAL
NOTE


PART A - ANZBGL REGISTERED GLOBAL NOTE


NO OFFSHORE ASSOCIATE OF THE ISSUER (AS
DEFINED BELOW) MAY (DIRECTLY OR INDIRECTLY) ACQUIRE THIS NOTE OR ANY INTEREST
IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHO
ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THE CAPACITY OF A DEALER,
MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF THE NOTE, INTEREST OR
RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF A
REGISTERED SCHEME WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 OF
AUSTRALIA).


“OFFSHORE
ASSOCIATE” MEANS AN ASSOCIATE (AS DEFINED IN SECTION 128F OF THE
INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”,
WHICH TERM INCLUDES ANY SUCCESSOR LEGISLATION)) OF THE ISSUER THAT IS EITHER A
NON-RESIDENT OF THE COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES
IN CARRYING ON A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA
OR, ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON
BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO ACQUIRES THIS NOTE OR
SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN FAVOUR OF THE ISSUER THAT
THE PERSON IS NOT AN OFFSHORE ASSOCIATE.


ANY OFFSHORE ASSOCIATE WHO SO ACQUIRES THIS
NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THIS NOTE MAY BE SUBJECT TO
AUSTRALIAN WITHHOLDING TAX AND, IF SO, WILL NOT BE ENTITLED TO RECEIVE ANY
PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANY AMOUNT DEDUCTED
BY THE BANK ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF
THIS NOTE.


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


(ABN
11 005 357 522)


Euro
Medium Term Note Programme

Series No. [       ]

[Title of issue]


REGISTERED
GLOBAL NOTE

Registered Global Note No. [       ]



 95
 






 



 


	
  Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Nominal amount of Notes

  Represented by this Registered Global Note

  	
  

  :

  	
   

  



 


This Registered Global Note is issued in
respect of the nominal amount specified above of the Notes (the “Notes”) of the Tranche and Series specified
in the Appendix hereto of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (the “Issuer”).  This Registered Global Note certifies that
the Registered Holder (as defined above) is registered as the holder of such
nominal amount of the Notes at the date hereof.


Interpretation
and Definitions


References in this Registered Global Note
to the “Conditions” are to the
Terms and Conditions applicable to the Notes (which are in the form set out in
Schedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006
(as further supplemented and/or amended and/or restated as at the Issue Date,
the “Agency Agreement”) between,
among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent and
the other Agents named in it, as such form is supplemented and/or modified
and/or superseded by the provisions of this Registered Global Note (including
the supplemental definitions and any modifications or additions set out in the
Appendix hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in this
Registered Global Note shall have the meanings given to them in the Conditions
or the Agency Agreement.


Promise
to Pay


The Issuer, for value received, promises to
pay to the holder of the Notes represented by this Registered Global Note upon
presentation and (when no further payment is due in respect of the Notes
represented by this Registered Global Note) surrender of this Registered Global
Note on the Maturity Date (or on such earlier date as the Redemption Amount may
become payable in accordance with the Conditions) the Redemption Amount in
respect of the Notes represented by this Registered Global Note and (unless the
Notes represented by this Certificate do not bear interest) to pay interest in
respect of such Notes from the Interest Commencement Date in arrear at the
rates, in the amounts and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


For the purposes of this Registered Global
Note, (a) the holder of the Notes represented by this Registered Global Note is
bound by the provisions of the Agency Agreement, (b) the Issuer certifies that
the Registered Holder is, at the date hereof, entered in the Register as the
holder of the Notes represented by this Registered Global Note, (c) this
Registered Global Note is evidence of entitlement only, (d) title to the Notes
represented by this Registered Global Note passes only on due registration on
the Register, and (e) only the holder of the



 96
 






 



Notes represented by this Registered Global
Note is entitled to payments in respect of the Notes represented by this
Registered Global Note.


Exchange
of Notes Represented by Registered Global Notes


If the Appendix hereto states that the
Notes are to be represented by a Registered Global Note on issue, exchanges of
the holding of Notes represented by this Registered Global Note for
certificates in definitive form may only be made in part:


(a)                            if
the Notes represented by this Registered Global Note are held on behalf of
Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such
clearing system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so; or


(b)                           upon
or following any failure to pay principal in respect of any Notes when it is
due and payable; or


(c)                            with
the consent of the Issuer,


provided that, in the case of the first
exchange of part of a holding pursuant to (a) or (b) above, the holder of the
Notes represented by this Registered Global Note has given the Registrar not
less than 30 days notice at its specified office of such holder’s intention to
effect such exchange.  Where the holding
of Notes represented by this Registered Global Note is only exchangeable in its
entirety, the Certificate issued to the holder upon exchange of such holding
shall be a Registered Note in definitive form. 
Where exchanges are permitted in part, Certificates issued to the
holders of the Notes shall not be Registered Global Notes unless the holder so requests
and certifies to the Registrar that it is, or is acting as a nominee for,
Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.


Meetings


The holder of the Notes represented by this
Registered Global Note shall (unless this Registered Global Note represents
only one Note) be treated as two persons for the purposes of any quorum
requirements of a meeting of Noteholders.


Events
of Default


If the Notes represented by this Registered
Global Note are Unsubordinated Notes, the holder hereof may from time to time
exercise the right to declare the Unsubordinated Notes represented by this
Registered Global Note due and payable following an Event of Default in
accordance with the Conditions by stating in a notice given to the Fiscal Agent
the nominal amount of the Unsubordinated Notes (which may be less than the
outstanding nominal amount hereof) to which such notice relates.  If the Notes represented by this Registered
Global Note are Subordinated Notes, following the occurrence of an Event of
Default in paragraph (ii) of Condition 10(b)
which is continuing, the holder hereof may only, in order to enforce the
obligations of the Issuer under the Subordinated Notes represented by this
Registered Global Note: (i) notwithstanding the provisions of (ii) below,
institute proceedings in the State of Victoria, Commonwealth of Australia (but
not elsewhere) for the winding up of the Issuer (all



 97
 






 



subject to, and in accordance with, the
subordination terms of Condition 11); or (ii) institute proceedings for
recovery of money then due, provided that the Issuer will not, by virtue of the
institution of any such proceedings (other than proceedings for the winding up
of the Issuer) be obliged to pay any sums representing principal or interest in
respect of the Subordinated Notes represented by this Registered Global Note
sooner than the same would otherwise have been payable by it.  If the Notes represented by this Registered
Global Note are Subordinated Notes, no remedy against the Issuer, other than
those referred to in (i) and (ii) above, shall be available to the holder
hereof, whether for the recovery of amounts owing in respect of the
Subordinated Notes represented by this Registered Global Note or in respect of
any breach by the Issuer of any of its other obligations under or in respect of
the Subordinated Notes represented by this Registered Global Note.


If principal in respect of any Notes is not
paid when due, the holder of the Notes represented by this Registered Global
Note may (subject as provided below) from time to time elect that Direct Rights
under the provisions of (and as defined in) the Deed of Covenant executed by
the Issuer as of 3 October 2005 (as further supplemented and/or amended and/or
restated as at the Issue Date, the “Deed of
Covenant”) (a copy of which is available for inspection at the
specified office of the Fiscal Agent and which the Issuer acknowledges to apply
to the Notes represented by this Registered Global Note) shall come into effect
in respect of a principal amount of Notes up to the aggregate nominal amount in
respect of which such failure to pay principal has occurred.  Such election shall be made by notice to the
Fiscal Agent by the holder of the Notes represented by this Registered Global
Note specifying the nominal amount of Notes represented by this Registered
Global Note in respect of which Direct Rights shall arise under the Deed of
Covenant.  Upon each such notice being
given, this Registered Global Note and the corresponding entry in the Register
shall become void to the extent of the nominal amount stated in such notice,
save to the extent that the appropriate Direct Rights shall fail to take
effect, for whatever reason.


No such election may however be made unless
the exchange of the whole or a part of the holding of Notes represented by this
Registered Global Note shall have been improperly withheld or refused.


Contract (Rights of Third
Parties) Act 1999


The Conditions do not confer a right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Registered Global Note, but this does not affect any rights or remedy which
exist apart from that Act.


This Registered Global Note shall not
become valid for any purpose until authenticated by or on behalf of the
Registrar.


IN WITNESS
whereof the Issuer has caused this Registered Global Note to be signed on its
behalf.



 98
 






 



 


	
  Dated as of the Issue Date.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUSTRALIA
  AND NEW ZEALAND BANKING GROUP LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Certificate of Authentication

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This Registered Global Note is authenticated 

  without recourse, warranty or liability

  by or on behalf of the Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  as
  Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  	
   

  
									



 



 99
 






 



FORM
OF TRANSFER


For
value received the undersigned transfers to                                                                                                                           
                                                                                                                                                                                                        
                                     
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[          ]
nominal amount of the Notes represented by this Registered Global Note, and all
rights under them.


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
   

  	
  Certifying
  Signature

  



 






Notes:


The signature of the
person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this Registered
Global Note or (if such signature corresponds with the name as it appears on
the face of this Registered Global Note) be certified by a notary public or a
recognised bank or be supported by such other evidence as a Transfer Agent or
the Registrar may reasonably require.


A representative of the
Noteholder should state the capacity in which he signs e.g. executor.



 100
 






 



APPENDIX


FINAL
TERMS



 101
 






 



PART B - ANZNBL REGISTERED GLOBAL NOTE


THE HOLDING OF THIS NOTE
FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FOR
REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A
NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


ANZ
NATIONAL BANK LIMITED


Euro
Medium Term Note Programme

Series No. [      ]

[Title of issue]


REGISTERED
GLOBAL NOTE

Registered Global Note No. [     ]


	
  Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of
  Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Nominal amount of
  Notes Represented by this Registered Global Note

  	
  

  :

  	
   

  



 


This Registered Global Note is issued in
respect of the nominal amount specified above of the Notes (the “Notes”) of the Tranche and Series specified
in the Appendix hereto of ANZ National Bank Limited (the “Issuer”). 
This Registered Global Note certifies that the Registered Holder (as
defined above) is registered as the holder of such nominal amount of the Notes
at the date hereof.


Interpretation and
Definitions


References in this Registered Global Note
to the “Conditions” are to the
Terms and Conditions applicable to the Notes (which are in the form set out in
Schedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006
(as further supplemented and/or amended and/or restated as at the Issue Date,
the “Agency Agreement”) between,
among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent and
the other Agents named in it, as such form is supplemented and/or modified
and/or superseded by the provisions of this Registered Global Note (including
the supplemental definitions and any modifications or additions set out in the
Appendix hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in this
Registered Global Note shall have the meanings given to them in the Conditions
or the Agency Agreement.


Promise to Pay


The Issuer, for value received, promises to
pay to the holder of the Notes represented by this Registered Global Note upon
presentation and (when no further payment is due in respect of the Notes
represented by this Registered Global Note) surrender of this Registered Global



 102
 






 



Note on the Maturity Date (or on such
earlier date as the Redemption Amount may become payable in accordance with the
Conditions) the Redemption Amount in respect of the Notes represented by this
Registered Global Note and (unless the Notes represented by this Certificate do
not bear interest) to pay interest in respect of such Notes from the Interest
Commencement Date in arrear at the rates, in the amounts and on the dates for
payment provided for in the Conditions together with such other sums and
additional amounts (if any) as may be payable under the Conditions, in
accordance with the Conditions.


For the purposes of this Registered Global
Note, (a) the holder of the Notes represented by this Registered Global Note is
bound by the provisions of the Agency Agreement, (b) the Issuer certifies that
the Registered Holder is, at the date hereof, entered in the Register as the
holder of the Notes represented by this Registered Global Note, (c) this
Registered Global Note is evidence of entitlement only, (d) title to the Notes
represented by this Registered Global Note passes only on due registration on
the Register, and (e) only the holder of the Notes represented by this
Registered Global Note is entitled to payments in respect of the Notes
represented by this Registered Global Note.


Exchange of Notes
Represented by Registered Global Notes


If the Appendix hereto states that the
Notes are to be represented by a Registered Global Note on issue, exchanges of
the holding of Notes represented by this Registered Global Note for
certificates in definitive form may only be made in part:


(a)                            if
the Notes represented by this Registered Global Note are held on behalf of
Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such
clearing system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so; or


(b)                           upon
or following any failure to pay principal in respect of any Notes when it is
due and payable; or


(c)                            with
the consent of the Issuer,


provided that, in the case of the first
exchange of part of a holding pursuant to (a) or (b) above, the holder of the
Notes represented by this Registered Global Note has given the Registrar not
less than 30 days notice at its specified office of such holder’s intention to
effect such exchange.  Where the holding
of Notes represented by this Registered Global Note is only exchangeable in its
entirely, the Certificate issued to the holder of the Notes upon exchange of
such holding shall be a Registered Note in definitive form.  Where exchanges are permitted in part,
Certificates issued to the holder of the Notes shall not be Registered Global
Notes unless the holder so requests and certifies to the Registrar that it is,
or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an
Alternative Clearing System.


Meetings


The holder of the Notes represented by this
Registered Global Note shall (unless this Registered Global Note represents
only one Note) be treated as two persons for the purposes of any quorum
requirements of a meeting of Noteholders.



 103
 






 



Events of Default


The holder hereof may from time to time
exercise the right to declare Notes represented by this Registered Global Note
due and payable following an Event of Default in accordance with the Conditions
by stating in a notice given to the Fiscal Agent the nominal amount of Notes
(which may be less than the outstanding nominal amount hereof) to which such
notice relates.


If principal in respect of any Notes is not
paid when due, the holder of the Notes represented by this Registered Global
Note may (subject as provided below) from time to time elect that Direct Rights
under the provisions of (and as defined in) the Deed of Covenant executed by
the Issuer as of 3 October 2005 (as supplemented and/or amended and/or restated
as at the Issue Date, the “Deed of Covenant”)
(a copy of which is available for inspection at the specified office of the
Fiscal Agent and which the Issuer acknowledges to apply to the Notes
represented by this Registered Global Note) shall come into effect in respect
of a principal amount of Notes up to the aggregate nominal amount in respect of
which such failure to pay principal has occurred.  Such election shall be made by notice to the
Fiscal Agent by the holder of the Notes represented by this Registered Global
Note specifying the nominal amount of Notes represented by this Registered
Global Note in respect of which Direct Rights shall arise under the Deed of
Covenant.  Upon each such notice being
given, this Registered Global Note and the corresponding entry in the Register
shall become void to the extent of the nominal amount stated in such notice,
save to the extent that the appropriate Direct Rights shall fail to take
effect, for whatever reason.  Save as
provided in this paragraph and in the Deed of Covenant, and subject to the
terms thereof, no term of this Registered Global Note may be enforceable by any
person other than the holder.


No such election may however be made unless
the exchange of the whole or a part of the holding of Notes represented by this
Registered Global Note shall have been improperly withheld or refused.


Contract (Rights of Third
Parties) Act 1999


The Conditions do not confer a right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Registered Global Note, but this does not affect any rights or remedy which
exist apart from that Act.


This Registered Global Note shall not
become valid for any purpose until authenticated by or on behalf of the
Registrar.


IN WITNESS
whereof the Issuer has caused this Registered Global Note to be signed on its
behalf.


Dated as of the Issue Date.


	
  ANZ NATIONAL BANK LIMITED

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 



 104
 






 



Certificate of
Authentication


This
Registered Global Note is authenticated


without
recourse, warranty or liability


by or on behalf of the Registrar


	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  	
   

  	
   

  
	
  as Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorised Signatory

  	
   

  	
   

  
	
  For the purposes of authentication only

  	
   

  	
   

  
					




 105
 






 



FORM
OF TRANSFER


For value received the
undersigned transfers to                                                                                                                           
                                                                                                                                                                                                        
                                  
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[             ]
nominal amount of the Notes represented by this Registered Global Note, and all
rights under them.


	
  Dated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
  Certifying Signature

  



 






Notes:


The signature of the
person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this Registered
Global Note or (if such signature corresponds with the name as it appears on
the face of this Registered Global Note) be certified by a notary public or a
recognised bank or be supported by such other evidence as a Transfer Agent or
the Registrar may reasonably require.


A representative of the Noteholder should state the capacity
in which he signs e.g. executor.



 106
 






 



APPENDIX


FINAL
TERMS


[Insert the provisions
of the relevant Final Terms that relate to the Conditions or the Registered
Global Note as the Appendix]



 107
 






 



PART
C - ANZNIL REGISTERED GLOBAL NOTE


THE HOLDING OF THIS NOTE
FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FOR
REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A
NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


ANZ
NATIONAL (INT’L) LIMITED


Euro
Medium Term Note Programme

Series No. [       ]

[Title of issue]


Guaranteed
by

ANZ NATIONAL BANK LIMITED


REGISTERED
GLOBAL NOTE

Registered Global Note No. [     ]


	
  Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of
  Registered Holder

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Nominal amount of
  Notes Represented by this Registered Global Note

  	
  

  :

  	
   

  



 


This Registered Global Note is issued in
respect of the nominal amount specified above of the Notes (the “Notes”) of the Tranche and Series specified
in the Appendix hereto of ANZ National (Int’l) Limited (the “Issuer”) and has the benefit of a guarantee
of ANZ National Bank Limited (the “Guarantor”)
contained in a deed of guarantee dated 3 October 2005.  This Registered Global Note certifies that
the Registered Holder (as defined above) is registered as the holder of such
nominal amount of the Notes at the date hereof.


Interpretation and
Definitions


References in this Registered Global Note
to the “Conditions” are to the
Terms and Conditions applicable to the Notes (which are in the form set out in
Schedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006
(as further supplemented and/or amended and/or restated as at the Issue Date,
the “Agency Agreement”) between,
among others, the Issuer, the Guarantor, Deutsche Bank AG, London Branch as
Fiscal Agent and the other Agents named in it, as such form is supplemented
and/or modified and/or superseded by the provisions of this Registered Global
Note (including the supplemental definitions and any modifications or additions
set out in the Appendix hereto), which in the event of any conflict shall
prevail).  Other capitalised terms used
in this Registered Global Note shall have the meanings given to them in the
Conditions or the Agency Agreement.



 108
 






 



Promise to Pay


The Issuer, for value received, promises to
pay to the holder of the Notes represented by this Registered Global Note upon
presentation and (when no further payment is due in respect of the Notes
represented by this Registered Global Note) surrender of this Registered Global
Note on the Maturity Date (or on such earlier date as the Redemption Amount may
become payable in accordance with the Conditions) the Redemption Amount in respect
of the Notes represented by this Registered Global Note and (unless the Notes
represented by this Certificate do not bear interest) to pay interest in
respect of such Notes from the Interest Commencement Date in arrear at the
rates, in the amounts and on the dates for payment provided for in the
Conditions together with such other sums and additional amounts (if any) as may
be payable under the Conditions, in accordance with the Conditions.


For the purposes of this Registered Global
Note, (a) the holder of the Notes represented by this Registered Global Note is
bound by the provisions of the Agency Agreement, (b) the Issuer certifies that
the Registered Holder is, at the date hereof, entered in the Register as the
holder of the Notes represented by this Registered Global Note, (c) this
Registered Global Note is evidence of entitlement only, (d) title to the Notes
represented by this Registered Global Note passes only on due registration on
the Register, and (e) only the holder of the Notes represented by this
Registered Global Note is entitled to payments in respect of the Notes
represented by this Registered Global Note.


Exchange of Notes
Represented by Registered Global Notes


If the Appendix hereto states that the
Notes are to be represented by a permanent Registered Global Note on issue,
exchanges of the holding of Notes represented by this Registered Global Note
for certificates in definitive form may only be made in part:


(a)                            if
the Notes represented by this Registered Global Note are held on behalf of
Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) and any such
clearing system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so; or


(b)                           upon
or following any failure to pay principal in respect of any Notes when it is
due and payable; or


(c)                            with
the consent of the Issuer,


provided that, in the case of the first exchange
of part of a holding pursuant to (a) or (b) above, the holder of the Notes
represented by this Registered Global Note has given the Registrar not less
than 30 days notice at its specified office of such holder’s intention to
effect such exchange.  Where the holding
of Notes represented by this Registered Global Note is only exchangeable in its
entirely, the Certificate issued to the holder of the Notes upon exchange of
such holding shall be a Registered Note in definitive form.  Where exchanges are permitted in part,
Certificates issued to holders shall not be Registered Global Notes unless the
holder so requests and certifies to the Registrar that it is, or is acting as a
nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing
System.



 109
 






 



Meetings


The holder of the Notes represented by this
Registered Global Note shall (unless this Registered Global Note represents
only one Note) be treated as two persons for the purposes of any quorum
requirements of a meeting of Noteholders.


Events
of Default


The holder hereof may from time to time
exercise the right to declare Notes represented by this Registered Global Note
due and payable following an Event of Default in accordance with the Conditions
by stating in a notice given to the Fiscal Agent the nominal amount of Notes
(which may be less than the outstanding nominal amount hereof) to which such
notice relates.


If principal in respect of any Notes is not
paid when due, the holder of the Notes represented by this Registered Global
Note may (subject as provided below) from time to time elect that Direct Rights
under the provisions of (and as defined in) the Deed of Covenant executed by
the Issuer as of 3 October 2005 (as supplemented and/or amended and/or restated
as at the Issue Date, the “Deed of Covenant”)
(a copy of which is available for inspection at the specified office of the
Fiscal Agent and which the Issuer acknowledges to apply to the Notes
represented by this Registered Global Note) shall come into effect in respect
of a principal amount of Notes up to the aggregate nominal amount in respect of
which such failure to pay principal has occurred.  Such election shall be made by notice to the
Fiscal Agent by the holder of the Notes represented by this Registered Global
Note specifying the nominal amount of Notes represented by this Registered
Global Note in respect of which Direct Rights shall arise under the Deed of
Covenant.  Upon each such notice being
given, this Registered Global Note and the corresponding entry in the Register
shall become void to the extent of the nominal amount stated in such notice,
save to the extent that the appropriate Direct Rights shall fail to take
effect, for whatever reason.  Save as
provided in this paragraph and in the Deed of Covenant, and subject to the
terms thereof, no term of this Registered Global Note may be enforceable by any
person other than the holder.


No such election may however be made unless
the exchange of the whole or a part of the holding of Notes represented by this
Registered Global Note shall have been improperly withheld or refused.


Contract (Rights of Third
Parties) Act 1999


The Conditions do not confer a right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Registered Global Note, but this does not affect any rights or remedy which
exist apart from that Act.


This Registered Global Note shall not
become valid for any purpose until authenticated by or on behalf of the
Registrar.


IN WITNESS
whereof the Issuer has caused this Registered Global Note to be signed on its
behalf.


Dated as of the Issue Date.



 110
 






 



ANZ NATIONAL (INT’L)
LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


 


Certificate
of Authentication


This Registered Global Note is
authenticated

without recourse, warranty or liability

by or on behalf of the Registrar


	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  	
   

  	
   

  
	
  as Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
					



 


Authorised
Signatory


For
the purposes of authentication only



 111
 






 



FORM
OF TRANSFER


For value received the
undersigned transfers to                                                                                                                           
                                                                                                                                                                                                        
                              
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[        ]
nominal amount of the Notes represented by this Registered Global Note, and all
rights under them.


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
  Certifying
  Signature

  



 






Notes:


The signature of the
person effecting a transfer shall conform to a list of duly authorised specimen
signatures supplied by the holder of the Notes represented by this Registered
Global Note or (if such signature corresponds with the name as it appears on
the face of this Registered Global Note) be certified by a notary public or a
recognised bank or be supported by such other evidence as a Transfer Agent or
the Registrar may reasonably require.


A representative of the Noteholder should state the capacity
in which he signs e.g. executor.



 112
 






 



APPENDIX


FINAL
TERMS


[Insert the provisions of the relevant
Final Terms that relate to the Conditions or the Registered Global Note as the Appendix]



 113














 


SCHEDULE
4


FORMS OF BEARER NOTE


PART A - ANZBGL BEARER NOTE


On the front:


	
  [Currency and

  denomination]

  	
   

  	
  [ISIN]

  	
   

  	
  [Series]

  	
   

  	
  [Serial No.]

  



 


NO OFFSHORE ASSOCIATE OF
THE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OF
AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH A
PERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRE
THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN AN
OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THE
CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF
THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR
RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT OR
THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OF
AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO
ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN
FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OF
AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS
IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.


ANY OFFSHORE ASSOCIATE,
RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING
ON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN
AUSTRALIA WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THIS
NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TO
RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON



 114
 






 



ACCOUNT OF SUCH TAX FROM
AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS NOTE.


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.](7)


AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


(ABN 11 005 357 522)


Euro Medium Term Note Programme

Series No. [·]

[Title of issue]


This Note forms one of
the Series of Notes referred to above (the “Notes”)
of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (the “Issuer”) designated as specified in the
title hereof.  The Notes are subject to
the Terms and Conditions (the “Conditions”)
endorsed hereon.  Expressions defined in
the Conditions have the same meanings in this Note.


The Issuer for value
received promises to pay to the bearer of this Note, on presentation and (when
no further payment is due in respect of this Note) surrender of this Note on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount and (unless
this Note does not bear interest) to pay interest from the Interest
Commencement Date in arrear at the rates, in the amounts and on the dates for
payment provided for in the Conditions together with such other sums and
additional amounts (if any) as may be payable under the Conditions, in
accordance with the Conditions.


This Note shall not
become valid or obligatory for any purpose until authenticated by or on behalf
of the Fiscal Agent.


IN
WITNESS whereof the Issuer has caused this Note to be signed
on its behalf.


Dated as of the
Issue Date.


	
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
					



 






(7)  This legend can be deleted if the Notes have
an initial maturity of 365 days or less.



 115
 






 



Certificate
of Authentication


This Note is
authenticated without recourse, warranty or liability by or on behalf of the
Fiscal Agent.


	
  DEUTSCHE BANK AG, LONDON BRANCH

  	
   

  	
   

  
	
  as Fiscal Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  	
   

  	
   

  
	
   

  	
  For the purposes of authentication

  only

  	
   

  	
   

  



 



 116
 






 



On the back:


TERMS
AND CONDITIONS OF THE NOTES


The Terms and Conditions
that are set out in Schedule 6 to the Agency Agreement either (i) in the
complete form or (ii) as amended by and incorporating any additional provisions
forming part of such Terms and Conditions and set out in the relevant Final
Terms will be set out here


Fiscal
Agent, Paying Agent and Transfer Agent


Deutsche Bank AG, London
Branch


Winchester House


1 Great Winchester Street


London EC2N 2DB



 117
 






 



PART
B - ANZNBL BEARER NOTE


On the front:


	
  [Currency and

  denomination]

  	
   

  	
  [ISIN]

  	
   

  	
  [Series]

  	
   

  	
  [Serial No.]

  



 


THE HOLDING OF THIS NOTE
FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FOR
REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A
NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](8)


ANZ NATIONAL BANK LIMITED


Euro
Medium Term Note Programme


Series
No. [·]


[Title
of issue]


This Note forms one of
the Series of Notes referred to above (the “Notes”)
of ANZ National Bank Limited (the “Issuer”)
designated as specified in the title hereof. 
The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon.  Expressions defined in the Conditions have
the same meanings in this Note.


The Issuer for value
received promises to pay to the bearer of this Note, on presentation and (when
no further payment is due in respect of this Note) surrender of this Note on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount and (unless
this Note does not bear interest) to pay interest from the Interest
Commencement Date in arrear at the rates, in the amounts and on the dates for
payment provided for in the Conditions together with such other sums and
additional amounts (if any) as may be payable under the Conditions, in accordance
with the Conditions.


This Note shall not
become valid or obligatory for any purpose until authenticated by or on behalf
of the Fiscal Agent.


IN
WITNESS whereof the Issuer has caused this Note to be signed
on its behalf.






(8) This legend can be deleted
if the Notes have an initial maturity of 365 days or less.



 118
 






 



Dated as of the Issue
Date.


ANZ
NATIONAL BANK LIMITED


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  



 


 


Certificate
of Authentication


This Note is
authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent.


DEUTSCHE
BANK AG, LONDON BRANCH

as Fiscal Agent


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  
	
   

  	
  For the purposes of authentication

  only

  



 



 119
 






 



On the back:


TERMS
AND CONDITIONS OF THE NOTES


The Terms and Conditions
that are set out in Schedule 6 to the Agency Agreement either (i) in the
complete form or (ii) as amended by and incorporating any additional provisions
forming part of such Terms and Conditions and set out in the relevant Final
Terms will be set out here


Fiscal
Agent, Paying Agent and Transfer Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB



 120
 






 



PART
C - ANZNIL BEARER NOTE


On the front:


	
  [Currency and

  denomination]

  	
   

  	
  [ISIN]

  	
   

  	
  [Series]

  	
   

  	
  [Serial No.]

  



 


THE HOLDING OF THIS NOTE
FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FOR
REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A
NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](9)


ANZ NATIONAL (INT’L) LIMITED


Euro Medium Term Note Programme

Series No. [·]

[Title of issue]


Guaranteed
by

ANZ NATIONAL BANK LIMITED


This Note forms one of
the Series of Notes referred to above (the “Notes”)
of ANZ National (Int’l) Limited (the “Issuer”)
designated as specified in the title hereof and has the benefit of a guarantee
of ANZ National Bank Limited contained in a deed of guarantee dated 3 October
2005.  The Notes are subject to the Terms
and Conditions (the “Conditions”)
endorsed hereon.  Expressions defined in
the Conditions have the same meanings in this Note.


The Issuer for value
received promises to pay to the bearer of this Note, on presentation and (when
no further payment is due in respect of this Note) surrender of this Note on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount and (unless
this Note does not bear interest) to pay interest from the Interest
Commencement Date in arrear at the rates, in the amounts and on the dates for payment
provided for in the Conditions together with such other sums and additional
amounts (if any) as may be payable under the Conditions, in accordance with the
Conditions.


This Note shall not
become valid or obligatory for any purpose until authenticated by or on behalf
of the Fiscal Agent.


IN
WITNESS whereof the Issuer has caused this Note to be signed
on its behalf.






(9) This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 121
 






 



Dated as of the Issue
Date.


	
  ANZ NATIONAL (INT’L) LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


 


Certificate
of Authentication


This Note is
authenticated

without recourse, warranty or liability

by or on behalf of the Fiscal Agent.


	
  DEUTSCHE BANK AG, LONDON BRANCH

  
	
  as Fiscal Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  
	
   

  	
  For the purposes of authentication

  only

  	
   

  
				



 



 122
 






 



On the back:


TERMS
AND CONDITIONS OF THE NOTES


The Terms and Conditions
that are set out in Schedule 6 to the Agency Agreement either (i) in the
complete form or (ii) as amended by and incorporating any additional provisions
forming part of such Terms and Conditions and set out in the relevant Final
Terms will be set out here


Fiscal
Agent, Paying Agent and Transfer Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB



 123














 


SCHEDULE
5


FORMS OF CERTIFICATE


PART A - ANZBGL CERTIFICATE


On the front:


NO OFFSHORE
ASSOCIATE (AS DEFINED IN SECTION 128F(9) OF THE INCOME TAX ASSESSMENT ACT 1936
OF THE COMMONWEALTH OF AUSTRALIA) OF THE ISSUER (AS DEFINED BELOW) (“ASSOCIATE”) MAY (DIRECTLY OR INDIRECTLY)
ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER
THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN
THE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF
THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR
RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT OR
THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OF
AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO
SO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN
FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE.


ANY OFFSHORE
ASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THIS
NOTE MAY BE SUBJECT TO AUSTRALIAN WITHHOLDING TAX AND, IF SO, WILL NOT BE ENTITLED
TO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANY
AMOUNT DEDUCTED BY THE BANK ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER
OR IN RESPECT OF THIS NOTE.


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


(ABN 11 005 357 522)


Euro Medium Term Note Programme


Series No. [·]


[Title of issue]



 124
 






 



This
Certificate certifies that [·] of [·] (the “Registered
Holder”) is, as at the date hereof, registered as the holder of
[nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED (the “Issuer”),
designated as specified in the title hereof. 
The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon.  Expressions defined in the Conditions have
the same meanings in this Certificate.


The Issuer, for
value received, promises to pay to the holder of the Notes represented by this
Certificate upon presentation and (when no further payment is due in respect of
the Note(s) represented by this Certificate) surrender of this Certificate on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount in respect of
the Notes represented by this Certificate and (unless the Note(s) represented
by this Certificate do not bear interest) to pay interest in respect of such
Notes from the Interest Commencement Date in arrear at the rates, in the
amounts and on the dates for payment provided for in the Conditions together
with such other sums and additional amounts (if any) as may be payable under
the Conditions, in accordance with the Conditions.


For the
purposes of this Certificate, (a) the holder the Note(s) represented by this
Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer
certifies that the Registered Holder is, at the date hereof, entered in the
Register as the holder of the Note(s) represented by this Certificate, (c) this
Certificate is evidence of entitlement only, (d) title to the Note(s)
represented by this Certificate passes only on due registration on the
Register, and (e) only the holder of the Note(s) represented by this
Certificate is entitled to payments in respect of the Note(s) represented by
this Certificate.


This
Certificate shall not become valid for any purpose until authenticated by or on
behalf of the Registrar.


IN WITNESS whereof the
Issuer has caused this Certificate to be signed on its behalf.


Dated as of the
Issue Date.


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


Certificate of Authentication


This
Certificate is authenticated

without recourse, warranty or liability

by or on behalf of the Registrar



 125
 






 



 


	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  	
   

  	
   

  
	
  as Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  
					




 126
 






 



On the back:


TERMS AND CONDITIONS OF THE NOTES


The Terms and
Conditions that are set out in Schedule 6 to the Agency Agreement either
(i) in the complete form or (ii) as amended by and incorporating any additional
provisions forming part of such Terms and Conditions and set out in the
relevant Final Terms will be set out here.


Form of Transfer


For value
received the undersigned transfers to                                                                                                                            


                                                                                                                                                                                                       


                                                                                                                                                                                                        


(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[     ]
nominal amount of the Notes represented by this Certificate, and all rights
under them.


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
   

  	
  Certifying
  Signature

  



 


Transfer Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB


Registrar and Transfer Agent

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005


Notes:


The signature of
the person effecting a transfer shall conform to a list of duly authorised
specimen signatures supplied by the holder of the Note(s) represented by this
Certificate or (if such signature corresponds with the name as it appears on
the face of this Certificate) be certified by a notary public are a recognised
bank or be supported by such other evidence as a Transfer Agent or the
Registrar may reasonably require.


A representative of the Noteholder should the capacity in which he
signs.



 127
 






 



FORM OF CERTIFICATE


PART B - ANZNBL CERTIFICATE


On the front:


THE HOLDING OF
THIS CERTIFICATE FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN
CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE
HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


ANZ NATIONAL BANK LIMITED


Euro Medium Term Note Programme


Series No. [·]


[Title of issue]


This
Certificate certifies that [·] of [·] (the “Registered
Holder”) is, at the date hereof, registered as the holder of
[nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of ANZ National Bank Limited (the “Issuer”), designated as specified in the
title hereof.  The Notes are subject to
the Terms and Conditions (the “Conditions”)
endorsed hereon.  Expressions defined in
the Conditions have the same meanings in this Certificate.


The Issuer, for
value received, promises to pay to the holder of the Notes represented by this
Certificate upon presentation and (when no further payment is due in respect of
the Note(s) represented by this Certificate) surrender of this Certificate on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount in respect of
the Notes represented by this Certificate and (unless the Note(s) represented
by this Certificate do not bear interest) to pay interest in respect of such
Notes from the Interest Commencement Date in arrear at the rates, in the
amounts and on the dates for payment provided for in the Conditions together
with such other sums and additional amounts (if any) as may be payable under
the Conditions, in accordance with the Conditions.


For the
purposes of this Certificate, (a) the holder the Note(s) represented by this
Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer
certifies that the Registered Holder is, at the date hereof, entered in the
Register as the holder of the Note(s) represented by this Certificate, (c) this
Certificate is evidence of entitlement only, (d) title to the Note(s)
represented by this Certificate passes only on due registration on the Register,
and (e) only the holder of the Note(s) represented by this Certificate is
entitled to payments in respect of the Note(s) represented by this Certificate.


This Certificate shall not become valid for any purpose until
authenticated by or on behalf of the Registrar.



 128
 






 



IN WITNESS whereof the
Issuer has caused this Certificate to be signed on its behalf.


Dated as of the
Issue Date.


ANZ NATIONAL BANK LIMITED


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


 


Certificate of Authentication


This
Certificate is authenticated

without recourse, warranty or liability

by or on behalf of the Registrar


DEUTSCHE BANK TRUST COMPANY AMERICAS


as Registrar


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  
	
   

  	
  For the purposes of authentication only

  	
   

  
				




 129
 






 



On the back:


TERMS AND CONDITIONS OF THE NOTES


The Terms and Conditions that are set out in Schedule 6 to the
Agency Agreement either (i) in the complete form or (ii) as amended by and
incorporating any additional provisions forming part of such Terms and
Conditions and set out in the relevant Final Terms will be set out here.


Form of Transfer


For value
received the undersigned transfers to                                                                                                                            


                                                                                                                                                                                                       


                                                                                                                           


(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[     ]
nominal amount of the Notes represented by this Certificate, and all rights
under them.


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
  Certifying
  Signature

  



 


Transfer Agent


Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB


Registrar and Transfer Agent

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005


Notes:


The signature of the person effecting a transfer shall conform to a list
of duly authorised specimen signatures supplied by the holder of the Note(s)
represented by this Certificate or (if such signature corresponds with the name
as it appears on the face of this Certificate) be certified by a notary public
are a recognised bank or be supported by such other evidence as a Transfer
Agent or the Registrar may reasonably require.


A representative of the Noteholder should the capacity in which he
signs.



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FORM OF CERTIFICATE


PART C - ANZNIL CERTIFICATE


On the front:


THE HOLDING OF
THIS CERTIFICATE FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN
CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE
HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


ANZ NATIONAL (INT’L) LIMITED


Euro Medium Term Note Programme


Series No. [·]


[Title of issue]


Guaranteed by


ANZ NATIONAL BANK LIMITED


This
Certificate certifies that [·] of [·] (the “Registered
Holder”) is, at the date hereof, registered as the holder of
[nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of ANZ National (Int’l) Limited
(the “Issuer”), designated as
specified in the title hereof and has the benefit of a guarantee of ANZ
National Bank Limited (the “Guarantor”)
contained in a deed of guarantee dated 3 October 2005.  The Notes are subject to the Terms and
Conditions (the “Conditions”)
endorsed hereon.  Expressions defined in
the Conditions have the same meanings in this Certificate.


The Issuer, for
value received, promises to pay to the holder of the Notes represented by this
Certificate upon presentation and (when no further payment is due in respect of
the Note(s) represented by this Certificate) surrender of this Certificate on
the Maturity Date (or on such earlier date as the Redemption Amount may become
payable in accordance with the Conditions) the Redemption Amount in respect of
the Notes represented by this Certificate and (unless the Note(s) represented
by this Certificate do not bear interest) to pay interest in respect of such
Notes from the Interest Commencement Date in arrear at the rates, in the
amounts and on the dates for payment provided for in the Conditions together
with such other sums and additional amounts (if any) as may be payable under
the Conditions, in accordance with the Conditions.


For the
purposes of this Certificate, (a) the holder the Note(s) represented by this
Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer
certifies that the Registered Holder is, at the date hereof, entered in the
Register as the holder of the Note(s) represented by this Certificate, (c) this
Certificate is evidence of entitlement only, (d) title to the Note(s)
represented by this Certificate passes only on due registration on the
Register, and (e) only the holder of the Note(s) represented by this
Certificate is entitled to payments in respect of the Note(s) represented by
this Certificate.


This Certificate shall not become valid for any purpose until
authenticated by or on behalf of the Registrar.



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IN WITNESS whereof the Issuer has caused this Certificate to be signed on its
behalf.


Dated as of the Issue Date.


	
  ANZ NATIONAL (INT’L) LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


Certificate of Authentication


This
Certificate is authenticated

without recourse, warranty or liability

by or on behalf of the Registrar


	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
  as Registrar

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  
	
   

  	
  For the purposes
  of authentication only

  




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On the back:


TERMS AND CONDITIONS OF THE NOTES


The Terms and Conditions that are set out in Schedule 6 to the
Agency Agreement either (i) in the complete form or (ii) as amended by and
incorporating any additional provisions forming part of such Terms and
Conditions and set out in the relevant Final Terms will be set out here.


Form of Transfer


For value received the undersigned transfers to                                                                                                                             


                                                                                                                                                                                                        


                                                                                                                                                                                                        


(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)


[     ] nominal amount of the Notes represented
by this Certificate, and all rights under them.


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
   

  	
  Certifying
  Signature

  



 


Transfer Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB


Registrar and Transfer Agent

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005


Notes:


The signature of the person effecting a transfer shall conform to a list
of duly authorised specimen signatures supplied by the holder of the Note(s)
represented by this Certificate or (if such signature corresponds with the name
as it appears on the face of this Certificate) be certified by a notary public
are a recognised bank or be supported by such other evidence as a Transfer
Agent or the Registrar may reasonably require.


A representative of the Noteholder should the capacity in which he
signs.



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SCHEDULE 6


TERMS
AND CONDITIONS OF THE NOTES


The
following is the text of the terms and conditions that, subject to completion
and amendment and as supplemented or varied in accordance with the provisions
of the relevant Final Terms, shall be applicable to the Notes of each Series.
Either (i) the full text of these conditions together with the applicable
provisions of the relevant Final Terms or (ii) these conditions as so
completed, amended, supplemented or varied (and subject to simplification by
the deletion of non-applicable provisions), shall be endorsed on all Bearer
Notes in definitive form or on the Certificates relating to Registered Notes in
definitive form.


This Note is one of a
Series (as defined below) of Notes issued by either Australia and New Zealand
Banking Group Limited (“ANZBGL”) or ANZ
National Bank Limited (“ANZNBL”) or ANZ
National (Int’l) Limited (“ANZNIL”),
whether acting through its head office, or a branch, as specified in the
relevant Final Terms. References herein to the “Issuer”
shall be references to the party specified as “Issuer” in the Final Terms for
this Note, and references to “Issuers” shall
be to ANZBGL, ANZNBL and ANZNIL. References herein to “Notes”
shall be references to the Notes of this Series.


The Notes are issued pursuant
to an Amended and Restated Agency Agreement dated 25 September 2006 (as further
amended and/or supplemented and/or restated as at the Issue Date of the Notes,
the “Agency Agreement”) between the Issuers,
ANZNBL as guarantor of the Notes issued by ANZNIL (the “Guarantor”),
Deutsche Bank AG, London Branch as fiscal agent and the other agents named in
it and with the benefit of a Deed of Covenant dated 3 October 2005 (the “Deed of Covenant”) executed by the Issuers in relation to
the Notes. The fiscal agent, paying agents, the registrar, the transfer agents
and the calculation agent(s) for the time being (if any) are referred to below
respectively as the “Fiscal Agent”,
the “Paying Agents” (which expression shall
include the Fiscal Agent), the “Registrar”, the
“Transfer Agents” and the “Calculation Agent(s)”. The Guarantor has, for the benefit of
the holders from time to time of the Notes issued by ANZNIL, executed and
delivered a Deed of Guarantee dated 3 October 2005 (as amended and/or
supplemented and/or restated from time to time, the “Deed of
Guarantee”) under which it has unconditionally and irrevocably
guaranteed the due and punctual payment of all amounts due by ANZNIL under or
in respect of the Notes issued by ANZNIL as and when the same shall become due
and payable. Copies of the Agency Agreement, the Deed of Covenant and the Deed
of Guarantee are available for inspection at the specified offices of each of
the Paying Agents (if more than one), the Registrar and the Transfer Agents.


The Noteholders, the
holders (the “Couponholders”) of the interest
coupons (the “Coupons”) appertaining to interest
bearing Notes in bearer form and, where applicable in the case of such Notes,
talons for further Coupons (the “Talons”) and
the holders (the “Receiptholders”)
of the receipts for the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the
principal is payable in instalments are bound by and are deemed to have notice
of all of the provisions of the Agency Agreement, the Deed of Covenant and the
Deed of Guarantee applicable to them.


As used herein, “Tranche” means Notes which are identical in all respects
(including as to listing) and “Series” means a
Tranche of Notes together with any further Tranche or Tranches of Notes which
are (i) expressed to be consolidated and form a single Series and (ii)
identical in all respects (including as to listing) except for the respective
Issue Dates, Interest Commencement Dates and/or Issue Prices.


The Final Terms for this
Note (or the relevant provisions thereof) is endorsed on this Note and
supplements these Conditions and may specify other terms and conditions which
shall, to the extent so specified or to the extent inconsistent with these
Conditions, replace or modify these Conditions for the purposes of this Note.
References herein to “the Final Terms”
are to the Final Terms (or the relevant provisions thereof) endorsed on this
Note.


Words and expressions
defined in the Agency Agreement or used in the Final Terms shall have the same
meanings where used in these Conditions unless the context otherwise requires
or unless otherwise stated and provided that, in the event of inconsistency
between the Agency Agreement and the Final Terms, the Final Terms will prevail.


1.                         Form,
Denomination and Title


The Notes are issued in
bearer form (“Bearer Notes”) or in registered
form (“Registered Notes”), in each case in the
Specified Currency and the Specified Denomination(s). All Registered Notes
shall have the same Specified Denomination.



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This Note is a Fixed Rate
Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note,
an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a
Partly Paid Note, a combination of any of the foregoing or any other relevant
type of Note, depending upon the Interest Basis or Redemption/Payment Basis
shown in the Final Terms.


Bearer Notes are serially
numbered and are issued with Coupons (and, where appropriate, a Talon)
attached, save in the case of Zero Coupon Notes in which case references to
interest (other than in relation to interest due after the Maturity Date),
Coupons and Talons in these Conditions are not applicable. Instalment Notes are
issued with one or more Receipts attached.


Registered Notes are
represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c), each Certificate
shall represent the entire holding of Registered Notes by the same holder.


Title to the Bearer Notes
and the Receipts, Coupons and Talons shall pass by delivery. Title to the
Registered Notes shall, subject to mandatory rules of law, pass by registration
in the register that the Issuer shall procure to be kept by the Registrar in
accordance with the provisions of the Agency Agreement (the “Register”). Except
as ordered by a court of competent jurisdiction or as required by law, the
holder (as defined below) of any Certificate, Note, Receipt, Coupon or Talon
shall be deemed to be and may be treated as its absolute owner for all
purposes, whether or not it is overdue and regardless of any notice of
ownership, trust or interest in it, any writing on it (or on the Certificate
representing it) or its theft or loss (or that of the related Certificate) and
no person shall be liable for so treating the holder.


In these Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating
to it or the person in whose name a Registered Note is registered (as the case
may be). “Unsubordinated Noteholder” means the bearer of any Unsubordinated
Bearer Note and the Receipts relating to it or the person in whose name an
Unsubordinated Registered Note is registered (as the case may be), “Subordinated Noteholder” means the bearer
of any Subordinated Bearer Note issued by ANZBGL, and the Receipts relating to
it or the person in whose name a Subordinated Registered Note is registered (as
the case may be) and “holder” (in relation to a Note, Receipt, Coupon or
Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the
person in whose name a Registered Note is registered (as the case may be).


2.                         Exchange
and Transfers of Notes


(a)                  Exchange of
Notes


Registered Notes may not
be exchanged for Bearer Notes and vice versa. Bearer Notes of one Specified
Denomination may not be exchanged for Bearer Notes of another Specified
Denomination.


(b)                  Transfer of
Registered Notes


Registered Notes may be
transferred upon the surrender (at the specified office of the Registrar or any
Transfer Agent) of the Certificate representing such Registered Notes to be
transferred, together with the form of transfer endorsed on such Certificate
duly completed and executed and such other evidence as the Registrar or
Transfer Agent may reasonably require. In the case of a transfer of part only
of a holding of Registered Notes represented by one Certificate, a new
Certificate shall be issued to the transferee in respect of the part
transferred and a further new Certificate in respect of the balance of the
holding not transferred shall be issued to the transferor.


(c)                   Exercise of
Options or Partial Redemption in Respect of Registered Notes


In the case of an
exercise of an Issuer’s or Noteholders’ option in respect of, or a partial
redemption of, a holding of Registered Notes represented by a single
Certificate, a new Certificate shall be issued to the holder to reflect the
exercise of such option or in respect of the balance of the holding not
redeemed. In the case of a partial exercise of an option resulting in
Registered Notes of the same holding having different terms, separate Certificates
shall be issued in respect of those Notes of that holding that have the same
terms. New Certificates shall only be issued against surrender of the existing
Certificates to the Registrar or any Transfer Agent. In the case of a transfer
of Registered Notes to a person who is already a holder of Registered Notes, a
new Certificate representing the enlarged holding shall only be issued against
surrender of the Certificate representing the existing holding.



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(d)                  Delivery of New
Certificates


Each new Certificate to
be issued pursuant to Condition 2(b) or (c) shall be available for delivery five business days after
receipt of the request for exchange, form of transfer or Exercise Notice or
surrender of the Certificate for exchange. Delivery of the new Certificate(s)
shall be made at the specified office of the Transfer Agent or of the Registrar
(as the case may be) to whom delivery or surrender of such request for
exchange, form of transfer, Exercise Notice or Certificate shall have been made
or, at the option of the holder making such delivery or surrender as aforesaid
and as specified in the relevant request for exchange, form of transfer,
Exercise Notice or otherwise in writing, be mailed by uninsured post at the
risk of the holder entitled to the new Certificate to such address as may be so
specified, unless such holder requests otherwise and pays in advance to the
relevant Agent (as defined in the Agency Agreement) the costs of such other
method of delivery and/or such insurance as it may specify. In this Condition 2(d), “business day” means a day, other than a Saturday or Sunday,
on which banks are open for business in the location of the specified office of
the Registrar or the relevant Transfer Agent (as the case may be).


(e)                   Exchange Free
of Charge


Exchange and transfer of
Notes and Certificates on registration, transfer, partial redemption or
exercise of an option shall be effected without charge by or on behalf of the
Issuer, the Registrar or the Transfer Agents, but upon payment of any tax, duty
or other governmental charges that may be imposed in relation to it (or the
giving of such indemnity as the Issuer, the Registrar or the relevant Transfer
Agent may require).


(f)                      Closed
Period


No Noteholder may require
the transfer of a Registered Note to be registered (i) during the period of 15
days ending on the due date for redemption of, or payment of any Instalment
Amount in respect of, that Note, (ii) during the period of 15 days before any
date on which Notes may be called for redemption by the Issuer at its option
pursuant to Condition 6(d), (iii)
after any such Note has been called for redemption or (iv) during the period of
seven days ending on (and including) any Record Date.


3.                         Status
and Guarantee


The Notes may be
Unsubordinated Notes or, where the Issuer is ANZBGL, Subordinated Notes as
specified in the applicable Final Terms.


(a)                  Unsubordinated
Notes


The Unsubordinated Notes
and the Receipts and Coupons relating to them constitute (subject to Condition 4 (Negative Pledge)) direct, unconditional and unsecured
obligations of the Issuer and (save for certain debts of the Issuer required to
be preferred by the law, including where the Issuer is ANZBGL, those in respect
of the ANZBGL’s deposit liabilities in Australia required to be preferred by
Australian law) rank pari passu among
themselves and equally with all other unsecured obligations (other than
subordinated obligations) of the Issuer. Section 13A of the Banking Act 1959 of
Australia provides that if ANZBGL becomes unable to meet its obligations or suspends
payment, the assets of ANZBGL are to be available to meet ANZBGL’s deposit
liabilities in Australia in priority to all other liabilities of ANZBGL.


The Unsubordinated Notes
rank senior to the Issuer’s subordinated obligations, including where the Issuer
is ANZBGL, the Subordinated Notes.


(b)                  Subordinated
Notes — ANZBGL


The Subordinated Notes
and the Receipts and Coupons relating to them may only be issued by ANZBGL, and
will constitute direct and unsecured subordinated obligations of ANZBGL. In the
event of the winding up of ANZBGL (see Condition 11 (Subordination)) and
prior to the commencement of the winding up of ANZBGL (see below), the
principal amount of, any premium or interest on, and any other payments,
including additional amounts, in respect of the Subordinated Notes will be
subordinated to the claims of all Unsubordinated Creditors.



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Prior to the commencement
of the winding-up of ANZBGL (other than under or in connection with a scheme of
amalgamation or reconstruction not involving bankruptcy or insolvency):


(i)                       the
obligations of ANZBGL to make payments of principal of, any premium or interest
on, and any other payments, including additional amounts, in respect of the
Subordinated Notes will be conditional on ANZBGL being Solvent at the time of
such payment by ANZBGL; and


(ii)                    no payment of
principal of, any premium or interest on, and any other payments, including additional amounts, in respect of the
Subordinated Notes shall be made unless ANZBGL is Solvent immediately
after making such payment,


and
if, as a result, ANZBGL fails to make any payment of principal of, or premium
or interest on, or any other payment, including additional amounts, in
respect of any Subordinated Note when due, such failure will not constitute an
Event of Default for the purposes of Condition 10(b)(ii).


A certificate signed by
ANZBGL, two authorised signatories or an auditor of ANZBGL or, if ANZBGL is
being wound up, its liquidator as to whether ANZBGL is Solvent at any time is
(in the absence of willful default, bad
faith or manifest error) conclusive evidence of the information contained in
the certificate and will be binding
on the Subordinated Noteholders. In the absence of any such certificate, the
Subordinated Noteholders are entitled to assume (unless the contrary is proved)
that ANZBGL is Solvent at the time of, and will be Solvent immediately after,
any payment on or in respect of the Subordinated
Notes.


“Solvent” means
at any time in respect of ANZBGL:


(i)                       it is able
to pay all its debts as and when they become due and payable; and


(ii)                    its assets exceed its liabilities.


“Unsubordinated
Creditors” means all creditors of ANZBGL (including all depositors
of ANZBGL) other than:


(i)                       Subordinated
Noteholders;


(ii)                    creditors
whose claims against ANZBGL rank pari passu with
the claims of the Subordinated Noteholders, which creditors shall be deemed to
include all creditors, present and future, to whom ANZBGL is indebted where the
terms of such indebtedness:


(A)                 provide that such
indebtedness would become due and payable on a specified or determinable date
or at the end of a specified or determinable period, and that in the event of
the winding up of ANZBGL the claims of those creditors against ANZBGL will be,
or are expressed to be, subordinated in right of payment to the claims of all
depositors and other Unsubordinated Creditors of ANZBGL; and


(B)                   do not provide
that in the event of the winding up of ANZBGL the claims of those creditors
against ANZBGL will rank, or are expressed to rank, ahead of the claims of any
other Unsubordinated Creditors of ANZBGL to whom ANZBGL is indebted; and


(iii)                 creditors whose
claims against ANZBGL rank, or are expressed to rank, after the claims of the
Subordinated Noteholders.


The
Subordinated Noteholders have no contractual right to set off any sum at any
time due and payable to them by ANZBGL under or in relation to the
Subordinated Notes against amounts owing by the Subordinated Noteholders to
ANZBGL.


The
Subordinated Notes do not limit the amount of liabilities ranking senior to the
Subordinated Notes which may be hereafter incurred or assumed by ANZBGL.


(c)                   Guarantee — by
ANZNBL (in respect of Notes issued by ANZNIL)


Where the relevant Issuer
is ANZNIL, the Guarantor has in the Deed of Guarantee unconditionally and
irrevocably guaranteed the due and punctual payment of all amounts due by
ANZNIL under or in respect of the Notes as
and when the same shall become due and payable. This Guarantee of the Notes
constitutes (subject to Condition 4 (Negative
Pledge)) direct,
unconditional and unsecured obligations
of the Guarantor which (save for certain debts of the Guarantor required to be
preferred by law) will at all times rank pari passu among themselves and equally with all other
unsecured obligations (other than
subordinated obligations) of the Guarantor. The Notes issued by ANZNBL and
ANZNIL are not guaranteed by ANZBGL.



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4.                         Negative
Pledge


So long as any
Unsubordinated Notes of any Series of the Issuer remain outstanding, neither
the Issuer nor, if applicable, the Guarantor shall create or permit to be
outstanding any mortgage, charge, pledge or other security interest upon the
whole or any part of the property, assets, present or future, of the Issuer
and, if applicable, the Guarantor to secure:


(a)                    repayment of
any external indebtedness;


(b)                   any payment
under any guarantee of any external indebtedness; or


(c)                    any payment
under any indemnity or any other like obligation relating to any external indebtedness,


without in any such case
at the same time according to all Unsubordinated Notes of all Series of the
Issuer (whether then outstanding or issued thereafter) the same security as is
granted to or is outstanding in respect of such external indebtedness or such
guarantee, indemnity or other like obligation, or such other security, as shall
be approved by an Extraordinary Resolution of the holders of Unsubordinated
Notes of the Issuer. For this purpose, “external Indebtedness”
means any obligation for the repayment of money borrowed by the Issuer or, if
applicable, the Guarantor or any other person (not being indebtedness incurred
in the ordinary course of banking business):


(a)                    consisting of
or evidenced by bonds, notes, debentures or other securities which are capable
of being listed, quoted, ordinarily dealt in or traded on any recognised
securities market; and


(b)                   (i)        which by its terms is
payable, or may be required to be paid, in or by reference to any currency
other than Australian dollars in the case where the Issuer is ANZBGL, or New
Zealand dollars in the case where the Issuer is ANZNBL or ANZNIL; or


(ii)                     which by its
terms is payable, or may be required to be paid, in or by reference to
Australian dollars in the case where the Issuer is ANZBGL, or New Zealand
dollars in the case where the Issuer is ANZNBL or ANZNIL, where it is intended
by the Issuer that more than 50 per cent. in aggregate principal amount of such
indebtedness is to be distributed initially outside Australia in the case where
the Issuer is ANZBGL, or New Zealand in the case where the Issuer is ANZNBL or
ANZNIL;


but shall not include
indebtedness incurred in the ordinary course of carrying on the business of
coordinating and arranging or participating in leveraged lease facilities or in
connection with the provision of or the participation in other similar
financial accommodation by the Issuer or, if applicable, the Guarantor. For
this purpose, “leveraged lease facilities” means
financial arrangements involving ownership of assets by a lessor, lessor
partnership or other entity (an “owner”) which
will be leased or made available to the lessee or user, the acquisition of
which shall have been made with the assistance of a loan or loans on security
which will include the property or funds accruing to the owner in respect of
such property under the terms of the lease or agreement by which the assets are
made available to the lessee or user or on security which includes both such
property and such funds.


5.                         Interest
and other Calculations


(a)      Interest on Fixed Rate Notes


Each Fixed Rate Note
bears interest on its outstanding Nominal Amount from, and including, the
Interest Commencement Date at the rate per annum (expressed as a percentage)
equal to the Rate of Interest, such interest being payable in arrear on each
Interest Payment Date.


If a Fixed Coupon Amount
or a Broken Amount is specified in the Final Terms, the amount of interest
payable on each Interest Payment Date will amount to the Fixed Coupon Amount
or, if applicable, the Broken Amount so specified and in the case of the Broken
Amount will be payable on the particular Interest Payment Date(s) specified in
the Final Terms.


(b)      Interest on Floating Rate Notes and Index Linked
Interest Notes


(i)                        Interest Payment Dates: Each Floating Rate
Note and Index Linked Interest Note bears interest on its outstanding Nominal
Amount from the Interest Commencement Date at the rate per annum (expressed as
a percentage) equal to the Rate of Interest, such interest being payable in
arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are
either shown in the Final Terms as specified Interest Payment Dates or, if no Interest
Payment Date(s) is/are



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specified in the
Final Terms, Interest Payment Date shall mean each date which falls the number
of months or other period shown in the Final Terms as the specified Interest Period
after the preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date.


(ii)                     Business Day Convention: If any date referred to in these
Conditions that is specified to be subject to adjustment in accordance with a
Business Day Convention would otherwise fall on a day that is not a Business
Day, then, if the Business Day Convention specified is:


(A)                the Floating Rate Business Day Convention, such date shall be
postponed to the next day that is a Business Day unless it would thereby fall
into the next calendar month, in which event (x) such date shall be brought
forward to the immediately preceding Business Day and (y) each subsequent such
date shall be the last Business Day of the month in which such date would have
fallen had it not been subject to adjustment;


(B)                  the Following Business Day Convention, such date shall be
postponed to the next day that is a Business Day;


(C)                  the Modified Following Business Day Convention, such date shall
be postponed to the next day that is a Business Day unless it would thereby
fall into the next calendar month, in which event such date shall be brought
forward to the immediately preceding Business Day; or


(D)                 the Preceding Business Day Convention, such date shall be
brought forward to the immediately preceding Business Day.


(iii)                  Rate of Interest for Floating Rate Notes: The Rate of
Interest in respect of Floating Rate Notes, other than in the case of BBSW
Notes or BKBM Notes (unless the relevant Final Terms specify otherwise),
provisions in respect of which are set out in Condition 5(c) below, for each
Interest Accrual Period shall be determined in the manner specified in the
Final Terms and the provisions below relating to either ISDA Determination or
Screen Rate Determination shall apply, depending upon which is specified in the
Final Terms.


(A)                ISDA Determination for Floating Rate Notes


Where ISDA
Determination is specified in the Final Terms as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each Interest Accrual
Period shall be determined by the Calculation Agent as a rate equal to the
relevant ISDA Rate. For the purposes of this subparagraph (A), “ISDA Rate” for an Interest Accrual Period means a rate equal
to the Floating Rate that would be determined by the Calculation Agent under a
Swap Transaction under the terms of an agreement incorporating the ISDA
Definitions and under which:


(x)                      the Floating
Rate Option is as specified in the Final Terms;


(y)                    the Designated
Maturity is a period specified in the Final Terms; and


(z)                      the relevant
Reset Date is the first day of that Interest Accrual Period unless otherwise
specified in the Final Terms. For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”,
“Floating Rate Option”, “Designated Maturity”, “Reset Date”,
and “Swap Transaction” have the meanings
given to those terms in the ISDA Definitions.


(B)                  Screen Rate/Reference Bank Determination for Floating
Rate Notes


(x)                      If Screen
Rate Determination is specified in the Final Terms as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall be (as determined by the Calculation Agent):


(I)                      the offered
quotation; or


(II)                  the arithmetic
mean of the offered quotations,


for the Reference
Rate in each case appearing on the Relevant Screen Page at the Relevant Time on
the Interest Determination Date;



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(y)                    if
sub-paragraph (x)(I) applies and no Reference Rate appears on the Relevant
Screen Page at the Relevant Time on the Interest Determination Date or if
sub-paragraph (x)(II) applies and fewer than two offered quotations appear on
the Relevant Screen Page at the Relevant Time on the Interest Determination
Date, subject as provided below, the Rate of Interest shall be the arithmetic
mean of the offered quotations that each of the Reference Banks is quoting (or
such of them, being at least two, as are so quoting) to leading banks in the
Relevant Financial Centre at the Relevant Time on the Interest Determination
Date for deposits of the Specified Currency for a term equal to the relevant
Interest Accrual Period, as determined by the Calculation Agent; and


(z)                      if paragraph
(y) above applies and the Calculation Agent determines that fewer then two
Reference Banks are so quoting the Reference Rate, subject as provided below,
the Rate of Interest shall be the arithmetic mean of the rates per annum
(expressed as a percentage), which the Calculation Agent determines to be the
nearest equivalent to the Reference Rate, in respect of deposits of the
Specified Currency that at least two out of five leading banks selected by the
Calculation Agent (after consultation with the Issuer) in the Principal
Financial Centre of the country of the Specified Currency, in each case as
selected by the Calculation Agent (after consultation with the Issuer), are
quoting at or about the Relevant Time for a period commencing on the Effective
Date equivalent to the relevant Interest Accrual Period to leading banks
carrying on business in (i) Europe, or (ii) (if the Calculation Agent
determines that fewer than two of such banks are so quoting to such leading
banks in Europe) the Principal Financial Centre; except that, if fewer than two
of such banks are so quoting to such leading banks, the Rate of Interest shall
be the Rate of Interest determined on the previous Interest Determination Date
(after readjustment for any difference between any Margin, Rate Multiplier or
Maximum or Minimum Rate of Interest applicable to the preceding Interest Accrual
Period and to the relevant Interest Accrual Period).


(iv)                 Rate of Interest for Index Linked Interest Notes:
The Rate of Interest in respect of Index Linked Interest Notes for each
Interest Accrual Period shall be determined in the manner specified in the
Final Terms and interest will accrue by reference to an Index or Formula as
specified in the Final Terms.


(c)                   Rate of
Interest on BBSW Notes or BKBM Notes


If a Note is specified to
be a BBSW Note or BKBM Note, the Rate of Interest for each Interest Accrual Period will be determined by the Calculation
Agent at or about the Relevant Time on the Interest Determination Date
in respect of such Interest Accrual Period in accordance with the following:


(i)                        the Rate
of Interest shall be the stated average (expressed as an interest rate per
annum and rounded up, if necessary, to, in the case of BBSW Notes, the fourth
decimal place and, in the case of BKBM Notes, the fifth decimal place) of the
mean buying and selling rates (for the purposes of this Condition 5(c), each such rate a “quotation”) of each BBSW Reference Bank or BKBM Reference Bank, as the case may be, (each as
defined below) excluding the highest and lowest quotations for bank
bills having a tenor approximately equal to the relevant Interest Accrual Period as set forth on the display page
designated on page “BBSW” or “BKBM”, as the case may be on the Reuters screen
service (“BBSW Reuters Page” or “BKBM Reuters  Page”, as
the case may be) or such other information service as may replace the BBSW
Reuters Page or BKBM Reuters Page, as the case may be, for the purpose of
displaying Australian dollar bank bill rates or New Zealand dollar bank bill
rates, as the case may be, of leading financial institutions in Australia or
New Zealand, as the case may be, at or about the Relevant Time on the relevant Interest Determination Date in respect of such
Interest Accrual Period, converted by the Calculation Agent (by dividing
such Interest Rate by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis;


(ii)                     if, at or
about the Relevant Time on any Interest Determination Date, the quotation of
only two BBSW Reference Banks or BKBM Reference Banks, as the case may be, is
available, or no such quotations are available, on the BBSW Reuters Page or
BKBM Reuters Page, as the case may be, or if the BBSW Reuters Page or the BKBM
Reuters Page, as the case may be, is unavailable, the Calculation Agent shall
at or about the Relevant Time on such Interest Determination Date request the
principal office of each of the BBSW Reference Banks or BKBM Reference Banks,
as



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the case may be, to provide the Calculation Agent with its quotation
(expressed as an interest rate per annum) for the Australian dollar bank
bills or New Zealand dollar bank bills, as the case may be, having a tenor
approximately equal to the relevant Interest Accrual Period. The Rate of Interest for such Interest Accrual Period shall
be the arithmetic mean (rounded up as aforesaid) of such quotations
excluding the highest and lowest quotations, as determined by the Calculation Agent and converted by the Calculation Agent (by
dividing such Rate of Interest by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis;


(iii)                  if, at or about
the Relevant Time on any Interest Determination Date only two or less
quotations are available under sub-paragraph (i) above, but at least three but
fewer than all the BBSW Reference Banks or
BKBM Reference Banks, as the case may be, provide the Calculation Agent with
quotations as referred to in sub-paragraph (ii) above, the Rate of Interest for
the relevant Interest Accrual Period shall
be determined in accordance with sub-paragraph (ii) above, on the basis of the quotations of those BBSW Reference
Banks or BKBM Reference Banks, as the case may be, providing such
quotations; and


(iv)                 if, at or about
the Relevant Time on any Interest Determination Date, the Rate of Interest
cannot be determined by reference to any of
sub-paragraphs (i), (ii) and (iii) above, the Rate of Interest for the relevant
Interest Accrual Period shall, subject as provided below, be the rate par
annum, converted by the Calculation Agent
(by dividing such Rate of Interest by 365 and then multiplying it by 360) into
a rate expressed on a 360-day basis, which the Calculation Agent determines to
be either (A) the arithmetic mean (rounded upwards as aforesaid) of the offered
rates (excluding the highest and lowest of such offered rates) which
leading financial institutions selected by the Calculation Agent (after consultation with the Issuer) are quoting at or
about the Relevant Time on such Interest Determination Date for bank
bills for such Interest Accrual Period to the principal office of each of the BBSW Reference Banks or BKBM Reference Banks, as the case may be, or those of
them (being at least three in number) to which such offered rates are, in the
opinion of the Calculation Agent, being so quoted, or (B) in the event that the
Calculation Agent can determine no such arithmetic mean, the arithmetic mean
(rounded, upwards as aforesaid) of the offered rates (excluding the highest and
lowest of such offered rates) which leading financial institutions selected by
the Calculation Agent (after consultation with the Issuer) are quoting on such date to leading financial institutions which
have their head offices in Europe for bank bills for such Interest Accrual
Period; provided that if the financial institutions selected as referred to in
(B) above by the Calculation Agent
are not quoting as mentioned above, the Rate of Interest for the relevant
Interest Accrual Period shall be the Rate of Interest in effect for the last
preceding Interest Accrual Period.


In relation to BBSW Notes
or BKBM Notes, as the case may be,
unless stated to the contrary on the face
thereof, “BBSW Reference Banks” or “BKBM Reference Banks”, as the case may be, shall mean
the financial institutions appearing on the BBSW Reuters Page or BKBM Reuters
Page, as the case may be, (or any
replacement page thereof) at or about the Relevant Time on the relevant Interest
Determination Date provided that if
on such Interest Determination Date there are less than three financial
institutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as the
case may be, for any replacement page
thereof) or the BBSW Reuters Page or BKBM Reuters Page, as the case may
be, is unavailable, the “BBSW Reference Banks” or “BKBM Reference Banks”, as
the case may be, shall be the financial
institutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as the
case may be, (or any replacement page thereof) at or about the Relevant Time on
the last preceding date on which two or more financial institutions so
appeared.


(d)                  Zero Coupon
Notes


Where a Note, the
Interest Basis of which is specified in the Final Terms to be Zero Coupon, is
repayable prior to the Maturity Date and is not paid when due, the amount due
and payable prior to the Maturity Date
shall be the Early Redemption Amount of such Note, unless otherwise specified
in the Final Terms. As from the Maturity Date, the Rate of Interest for any
overdue principal of such a Note shall be a rate per annum (expressed as a
percentage) equal to the Amortisation Yield.


(e)                   Dual Currency
Notes


In the case of Dual
Currency Notes, if the rate or amount of interest is to be determined by
reference to a Rate of Exchange or a method
of calculating Rate of Exchange, the rate or amount of interest payable shall be determined in the manner specified in
the Final Terms.



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(f)                      Partly Paid
Notes


In the case of Partly
Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest
will accrue as aforesaid on the paid-up
Nominal Amount of such Notes and otherwise as specified in the Final
Terms.


(g)                  Accrual of
Interest


Interest
shall cease to accrue on each Note on the due date for redemption unless, upon
due presentation, payment is improperly withheld or refused, in which
event interest shall continue to accrue (after, as well as before, judgment) at
the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date.


(h)                  Margin
Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts,
Rate Multipliers and Rounding


(i)                        If any Margin or Rate Multiplier is specified in
the Final Terms (either (x) generally, or (y) in relation to one or more
Interest Accrual Periods), an adjustment shall be made to all Rates of
Interest, in the case of (x), or the Rates of Interest for the specified
Interest Accrual Periods, in the case of (y),
calculated in accordance with (b) or (c) above by adding (if a positive number) or subtracting the
absolute value (if a negative number) of such Margin or multiplying such Rate
Multiplier, subject always to the next paragraph;


(ii)                     If any Maximum or Minimum Interest Rate, Instalment
Amount or Redemption Amount is specified in the Final Terms, then any
Rate of Interest, Instalment Amount or Redemption Amount shall be subject to
such maximum or minimum, as the case may be;


(iii)                  Subject to the
requirements of applicable law, for the purposes of any calculations required pursuant to these Conditions (unless otherwise
specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall
be rounded to seven decimal places (with halves being rounded up) and (z) all
currency amounts that fall due and payable shall be rounded to the nearest unit
of such currency (with halves being rounded up), save in the case of
yen, which shall be rounded down to the nearest yen. For these purposes “unit” means, with respect to any currency
other than euro, the lowest amount of such currency that is available as legal
tender in the country of such currency and, with respect to euro, means 0.01
euro, as the case may be.


(i)                     Calculations


The amount of interest
payable in respect of any Note for any period shall be calculated by
multiplying the product of the Rate of Interest and the outstanding Nominal
Amount of such Note by the Day Count
Fraction, unless an Interest Amount (or a formula for its calculation) is
specified in the Final Terms in respect of such period, in which case
the amount of interest payable in respect of such Note for such period shall equal such Interest Amount (or be calculated in
accordance with such formula). Where any Interest Period comprises two or more
Interest Accrual Periods, the amount of interest payable in respect of
such Interest Period shall be the sum of the amounts of interest payable in
respect of each of those Interest Accrual Periods.


(j)                      Determination
and Publication of Rate of Interest, Interest Amounts, Final Redemption Amounts
and Instalment Amounts


As soon as practicable
after the Relevant Time on each Interest Determination Date or such other time on such date as the Calculation Agent may be
required to calculate any rate or amount or Instalment Amount, obtain any quotation or make any
determination or calculation, it shall determine such rate and calculate
the Interest Amounts in respect of each Specified Denomination of the Notes for
the relevant Interest Accrual Period, calculate the Final Redemption Amount,
Early Redemption Amount, Optional Redemption
Amount or Instalment Amount, obtain such quotation or make such determination
or calculation, as the case may be, and cause the Rate of Interest and the
Interest Amounts for each Interest Accrual Period and the relevant Interest
Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount,
Optional Redemption Amount or any Instalment Amount to be notified to
the Fiscal Agent, the Issuer, the Guarantor (if applicable), each of the Paying
Agents, the Noteholders, the Registrar, any other Calculation Agent appointed
in respect of the Notes that is to make a
further calculation upon receipt of such information and, if the Notes are
listed on a stock exchange (and/or admitted to listing, trading and/or
quotation on any other listing authority, stock



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exchange and/or quotation
system) and the rules of such listing authority, stock exchange and/or quotation
system so require, such listing authority, stock exchange and/or quotation
system as soon as possible after their determination but in no event later than
(y) the commencement of the relevant Interest Accrual Period, if determined
prior to such time in the case of notification to such exchange of a Rate of
Interest and Interest Amount, or (z) in all other cases, the fourth Business
Day after such determination. Where any Interest Payment Date or Interest
Accrual Period is subject to adjustment pursuant to Condition 6(b)(ii), the Interest Amounts and the
Interest Payment Date so published may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without notice in the event
of an extension or shortening of the Interest Accrual Period. If the Notes
become due and payable under Condition 10 (Events
of Default). the
accrued interest and the Rate of Interest payable in respect of the Notes shall
nevertheless continue to be calculated as previously in accordance with this
Condition but no publication of the Rate of Interest or the Interest Amount so
calculated need be made. The determination of any rate or amount, the obtaining
of each quotation and the making of each determination or calculation by the
Calculation Agent(s) shall (in the absence of manifest error) be final and
binding upon all parties.


(k)                  Definitions


In these Conditions,
unless the context otherwise requires, the following defined terms shall have
the meanings set out below:


“Amortisation Yield” has
the meaning given in Condition 6(c)(B) unless
otherwise specified in the Final Terms.


“Amortised Face Amount”  has the meaning given in
Condition 6(c)(B) unless otherwise specified in the
Final Terms.


“APRA” means
the Australian Prudential Regulation Authority (or any successor organisation).


“BBSW Note”  means a Floating Rate
Note denominated in Australian dollars.


“BKBM Note”  means a Floating Rate
Note denominated in New Zealand dollars.


“Business Day”  means:


(i)                        a day
(other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments generally in London and, where ANZBGL is the
Issuer, Sydney or, where ANZNBL or ANZNIL is the Issuer. Auckland and
Wellington; and


(ii)                     in the case
of:


(a)                    a Specified
Currency other than euro, a day (other than a Saturday or Sunday) on which
commercial banks and foreign exchange markets settle payments generally in the
Principal Financial Centre for such Specified Currency; or


(b)                   in the case of
euro, a TARGET Business Day; and


(iii)                  in the case of
one or more Additional Business Centres, a day (other than a Saturday or a
Sunday) on which commercial banks and foreign exchange markets settle payments
in the Additional Business Centres or, if no currency is indicated, generally
in each of the Additional Business Centres,


unless otherwise
specified in the relevant Final Terms.


“Day Count Fraction” means, in relation to
the calculation of an amount of interest on any Note for any period of time
(from and including the first day of such period to but excluding the last)
(whether or not constituting an Interest Accrual Period, the “Calculation Period”):


(i)                        if “Actual/360” is
specified in the Final Terms, the actual number of days in the Calculation
Period divided by 360.


(ii)                     if “Actual/365” is
specified in the Final Terms, the actual number of days in the Calculation
Period divided by 365 (or, if any portion of that Calculation Period falls in a
leap year, the sum of (A) the actual number of days in that portion of the
Calculation Period falling in a leap year divided by 366 and (B) the actual
number of days in that portion of the Calculation Period falling in a non-leap
year divided by 365);



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(iii)                  if “Actual/365 (Fixed)” is specified in the Final Terms, the
actual number of days in the Calculation Period
divided by 365;


(iv)                 if “Actual/Actual(ICMA)” is specified in the Final Terms:


(a)                    if the Calculation Period is equal to or shorter
than the Determination Period during which it falls, the number of days in the Calculation Period divided by the
product of:


(x)                      the
number of days in such Determination Period; and


(y)                    the number of Determination Periods normally
ending in any year; and


(b)                   if the
Calculation Period is longer than one Determination Period, the sum of:


(x)                      the number
of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the
number of days in such Determination Period
and (2) the number of Determination Periods normally ending in any year; and


(y)                    the number of days in such Calculation Period
falling in the next Determination Period divided by the product of (1)
the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year


where:


“Determination
Period” means the
period from and including an Interest Payment Date in any year to but
excluding the next Interest Payment Date;


(v)                    if “30/360” is specified in the Final Terms, the
number of days in the Calculation Period divided by 360 (the number of days to
be calculated on the basis of a year of 360 days with 12 30-day months); and


(vi)                 if “30E/360” or “Eurobond Basis” is specified in the Final Terms, the number of days in the Calculation Period divided by 360 (the number of
days to be calculated on the basis of a year of 360 days with 12 30-day
months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of the
final Calculation Period, the date of final maturity is the last day of the month of February, in which
case the month of February shall not be considered to be lengthened to a
30-day month).


“Early Redemption Amount” means, in relation to a Note other than a
Zero Coupon Note, its Nominal Amount unless otherwise specified in the
Final Terms or, in relation to a Zero Coupon Note, as specified in Condition 6(c).


“Effective Date” means, with respect to any Floating Rate
to be determined on an Interest Determination
Date, unless otherwise specified in the Final Terms, the first day of the
Interest Accrual Period to which such Interest Determination Date
relates.


“EURIBOR” means the Euro-Zone inter-bank offered
rate.


“Euro-Zone” means the region comprised of Member
States of the European Union that adopt the single currency in accordance with the Treaty establishing the European
Community, as amended (the “Treaty”).


“Event of Default” in respect of Unsubordinated Notes, has
the meaning given in Condition 10(a)
and, in respect of Subordinated Notes, has the meaning given in
Condition 10(b).


“Exercise Notice” has the meaning given in Condition 6(e).


“Extraordinary Resolution” has the meaning given in Condition 12(a).


“Final Redemption Amount” means, in relation to a Note, its Nominal
Amount unless otherwise specified in the Final Terms.


“Interest Amount” means the amount of interest payable, and
in the case of Fixed Rate Notes, means the Fixed Coupon Amount or Broken
Amount, as the case may be.


“Interest Accrual Period” means the period beginning on (and
including) the Interest Commencement
Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date
and ending on (but excluding) the next



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succeeding
Interest Period Date, except that the final Interest Accrual Period ends on
(but excludes) the Maturity Date or the date of any earlier redemption
of a Note in accordance with the Conditions.


“Interest Commencement Date” means the Issue Date or such other date
as may be specified in the Final
Terms.


“Interest Determination Date” means, with respect to a Rate of Interest
and Interest Accrual Period, the
date specified as such in the Final Terms or, if none is so specifed, (i) the
first day of such Interest Accrual
Period if the Specified Currency is Sterling or if the Notes are BBSW Notes or
BKBM Notes or (ii) except for BBSW Notes or BKBM Notes, the day falling
two Business Days for the Specified Currency prior to the first day of such
interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two
TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.


“Interest Period” means the period beginning on (and
including) the Interest Commencement Date and
ending on (but excluding) the first Interest Payment Date and each successive
period beginning on (and including)
an Interest Payment Date and ending on (but excluding) the next succeeding
Interest Payment Date, except that
the final Interest Period ends on (but excludes) the Maturity Date or the date
of any earlier redemption of a Note in accordance with the Conditions.


“Interest Period Date” means each Interest Payment Date unless
otherwise specified in the Final Terms.


“ISDA Definitions”
means, unless otherwise specified in the Final Terms, the 2000 ISDA Definitions
published by the International Swaps and Derivatives Associations, Inc.


“Issue Date” means the date of issue of the Notes as
specified in the Final Terms;


“LIBOR” means the London inter-bank offered rate;


“Nominal Amount” in respect of a Note means the outstanding
nominal amount of that Note.


“Principal Financial Centre” means, in relation to a Specified
Currency or any other currency, the principal
financial centre of the country of that Specified Currency or other currency,
which in the case of euro, is the
Euro-Zone.


“Rate of Interest” means the rate of interest payable from
time to time in respect of this Note and that is either specified or calculated
in accordance with the provisions set out in the Final Terms.


“Record Date” has the
meaning given in Condition 7(b)(ii).


“Redemption Amount(s)” means the Final Redemption Amount, Early
Redemption Amount, Optional Redemption
Amount, Maximum Redemption Amount or Minimum Redemption Amount, as the case may be.


“Reference Banks” means (other than in relation to BBSW
Notes or BKBM Notes, separate provisions for which are contained in
Condition 5(c)) the institutions
specified as such in the Final Terms or, if none,
four major banks selected by the Calculation Agent in the interbank market (or,
if appropriate, money, swap or over-the-counter index options market)
that is most closely connected with the Reference
Rate specified in the Final Terms which, if the relevant Reference Rate is
EURIBOR, shall be the Euro-Zone.


“Relevant Date” has
the meaning given in Condition 8.


“Relevant Financial Centre” means, with respect to any Floating Rate
to be determined in accordance with Screen
Rate Determination on an Interest Determination Date:


(i)                        (A) in the
case of BBSW Notes, Sydney (B) in the case of BKBM Notes, either Wellington or
Auckland, New Zealand or (C) in either case such other financial centre as may
be specified in the Final Terms; and


(ii)                     in all other cases, the financial centre specified
as such in the Final Terms or, if none is so specified, the Principal Financial Centre with which the relevant
Reference Rate is most closely connected (which, where the Specified
Currency is euro, shall be the Euro-Zone) or, if none is so connected, London.


“Relevant Time” with respect to any Interest
Determination Date, unless otherwise specified in the Final Terms, in the case of BBSW Notes is 10:10 a.m. Sydney time, in
case of BKBM Notes is 10:45



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a.m.
Wellington time, in the case of LIBOR is 11:00 a.m. London time and in the case
of EURIBOR is 11:00 a.m. Brussels
time.


“Solvent”
with respect to ANZBGL has the meaning
given in Condition 3(b).


‘‘Specified
Currency” means
the currency specified as such in the Final Terms or, if none is specified, the currency in which the Notes are denominated.


“TARGET
Business Day” means a day on which the TARGET System is open.


“TARGET System” means the Trans-European Automated Real-Time Gross
Settlement Express Transfer System.


“Unsubordinated
Creditors” has
the meaning given in Condition 3(b).


(l)                     Calculation
Agent and Reference Banks


The
Issuer and, if applicable, the Guarantor shall procure that there shall at all
times be four Reference Banks (or such other number as may be required) with
offices in the Relevant Financial Centre and one or more Calculation Agents if
provision is made for them in the Final Terms and for so long as any Note is
outstanding (as defined in the Agency Agreement). If any Reference Bank (acting
through its relevant offices) is
unable or unwilling to continue to act as a Reference Bank, then the Issuer or,
failing which and if applicable, the
Guarantor shall appoint another Reference Bank with an office in the Relevant
Financial Centre to act as such in its place. Where more than one Calculation
Agent is appointed in respect of the Notes, references in these Conditions to
the Calculation Agent shall be construed as each Calculation Agent performing
its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the
Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any
Interest Amount, Instalment Amount, Final Redemption Amount or Optional Redemption Amount or to comply with any
other requirement, the Issuer or, failing which and if applicable, the
Guarantor shall appoint a leading bank or investment banking firm
engaged in the interbank market (or, if appropriate, money, swap or
over-the-counter index options market) that
is most closely connected with the calculation or determination to be made by
the Calculation Agent (acting through its principal London office or any other
office actively involved in such
market) to act as such in its place. The Calculation Agent may not resign its
duties without a successor having
been appointed as aforesaid.


(m)                Certificates to be
final


All certificates,
communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained
for the purposes of the provisions of this Condition 5 (Interest and other Calculations) shall (in the absence of wilful default,
bad faith or manifest error) be binding on the Issuer, the Guarantor (if
applicable), the Calculation Agent, the Fiscal Agent, the other Paying Agents
(if any), the Registrar and all Noteholders, Receiptholders and Couponholders
and (in the absence as aforesaid) no
liability to the Issuer, the Noteholders, the Receiptholders or the
Couponholders shall attach to the Calculation Agent in connection with
the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.


6.                         Redemption,
Purchase and Options


(a)                  Redemption by
Instalments and Final Redemption


(i)                        Unless
previously redeemed, purchased and cancelled as provided in this Condition 6 (Redemption Purchase and Options) or unless
the relevant Instalment Date (being one of the dates so specified in the Final Terms) is extended pursuant to any
Issuer’s or Noteholders’ option in accordance with Condition 6(d) or
6(e), each Note that provides for
Instalment Dates and Instalment Amounts
shall be partially redeemed on each Instalment Date at the related Instalment Amount specified in the Final Terms.
The outstanding Nominal Amount of each such Note shall be reduced by the
Instalment Amount (or, if such Instalment Amount is calculated by reference to
a proportion of the Nominal Amount of such Note, such proportion) for all
purposes with effect from the related Instalment Date, unless payment of
the Instalment Amount is improperly withheld or refused on presentation of the
related Receipt, in which case, such amount shall remain outstanding until the
Relevant Date relating to such Instalment Amount.


(ii)                     Unless previously redeemed, purchased and
cancelled as provided below or its maturity is extended pursuant to any
issuer’s or Noteholders’ option in accordance with Condition 6(d) or 6(e), each Note shall be finally redeemed on
the Maturity Date specified in the Final Terms at its



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Final Redemption
Amount or, in the case of a Note falling within paragraph (i) above, its final
Instalment Amount.


(b)                  Redemption for
taxation reasons


If, as a result of any
change in or amendment to the laws or regulations of the jurisdiction of
incorporation of the Issuer and/or, where the Issuer is acting through its
branch, the jurisdiction, country or territory in which the branch through
which the Issuer is acting as specified in the relevant Final Terms is located
and/or, if applicable, the jurisdiction of incorporation of the Guarantor, or
any political subdivision or any authority thereof or therein having power to
tax, or any change in the application or official interpretation of such laws
or regulations, which change or amendment becomes effective on or after the
Issue Date shown on the face of any Note, the Issuer or, if applicable, the
Guarantor (if the Guarantor was or is obliged to make a payment under the
Guarantee) has or will become obliged to pay additional amounts as provided in
Condition 8 (Taxation), the Issuer may at its option, at any
time (if this Note is neither a Floating Rate Note nor an Index Linked Interest
Note) or on any Interest Payment Date (in the case of Floating Rate Notes or
Index Linked Interest Notes), on giving not more than 60 nor less than 30 days’
notice to the Noteholders (which notice shall be irrevocable) redeem all, but
not some only, of the Notes of the relevant Series at their Early Redemption
Amount together with interest accrued to the date fixed for redemption,
provided that no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on which the Issuer or, if applicable, the Guarantor
would be obliged to pay such additional amounts were a payment in respect of
the Notes then due or (as the case may be) an obligation to make a payment
under the Guarantee were then made. Prior to the publication of any notice of
redemption pursuant to this Condition 6(b),
the Issuer shall deliver to the Fiscal Agent a certificate signed by two
persons each of whom is either a Director or a General Manager or of equivalent
status of the Issuer stating that the Issuer is entitled to effect such
redemption and setting forth a statement of the facts showing that the
conditions precedent to the right of the Issuer so to redeem have occurred.


(c)                   Early Redemption of Zero Coupon
Notes


(A)                The Early
Redemption Amount payable in respect of any Zero Coupon Note that does not bear
interest prior to the Maturity Date, the Early Redemption Amount of which is
not linked to an index and/or a formula, upon redemption of such Note pursuant
to Condition 6(b), (d) or (e)
or upon it becoming due and payable as provided in Condition 10 (Events of Default), shall be the
Amortised Face Amount (calculated as provided below) of such Note unless
otherwise specified in the Final Terms.


(B)                  Subject to the
provisions of sub-paragraph (C) below, the “Amortised
Face Amount” of any such Note shall be the scheduled Final
Redemption Amount of such Note on the Maturity Date discounted to the date of
its early redemption at a rate per annum (expressed as a percentage) equal to
the “Amortisation Yield” (which,
if none is set out in the Final Terms, shall be such rate as would produce an
Amortised Face Amount equal to the Issue Price of the Notes if such Notes were
discounted back from the Maturity Date to the Issue Date) compounded annually.
Where such calculation is to be made for a period of less than one year, it
shall be made on the basis of the Day Count Fraction set out in the Final
Terms.


(C)                  If the Early
Redemption Amount payable in respect of any such Note upon its redemption
pursuant to Condition 6(b), (d) or (e)
or upon it becoming due and payable as provided in Condition 10 (Events of Default) is not paid when due,
the Early Redemption Amount due and payable in respect of such Note shall be
the Amortised Face Amount of such Note as defined in sub-paragraph (B) above,
except that such sub-paragraph shall have effect as though the reference
therein to the date on which the Note becomes due and payable were replaced by
a reference to the Relevant Date. The calculation of the Amortised Face Amount
in accordance with this sub-paragraph shall continue to be made (after, as well
as before, judgment) until the Relevant Date, unless the Relevant Date falls on
or after the Maturity Date, in which case the amount due and payable shall be
the scheduled Final Redemption Amount of such Note on the Maturity Date
together with any interest that may accrue in accordance with Condition 5(d).


Where such
calculation is to be made for a period of less than one year, it shall be made
on the basis of the Day Count Fraction.



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(d)      Redemption at the Option of
the Issuer and Exercise of Issuer’s Options


If a Call Option is included in the Final
Terms, the Issuer may, on giving not less than fifteen or more than 30 days’
irrevocable notice (subject to such other notice period as may be specified in
the Final Terms under “Option Exercise Date”) to the Noteholders redeem, or
exercise any Issuer’s option (as may be described in the Final Terms) in
relation to, all or, if so provided, some of the Notes on any Optional
Redemption Date. Any such redemption of Notes shall be at their Optional
Redemption Amount together with interest accrued to the date fixed for
redemption. Any such redemption or exercise of the Issuer’s option shall just
relate to Notes of a Nominal Amount at least equal to the Minimum Redemption
Amount to be redeemed specified in the Final Terms and no greater than the
Maximum Redemption Amount to be redeemed specified in the Final Terms.


All Notes in respect of
which any such notice is given shall be redeemed, or the Issuer’s option shall
be exercised, on the date specified in such notice in accordance with this
Condition.


In the case of a partial
redemption or a partial exercise of an Issuer’s option, the notice to
Noteholders shall also contain the certificate numbers of the Notes to be
redeemed or in respect of which such option has been exercised, which shall
have been drawn in such place as may be fair and reasonable in the
circumstances, having regard to prevailing market practices and in such manner
as it deems appropriate, subject to compliance with any applicable laws and
stock exchange requirements. So long as the Notes are listed on the Official
List of the UK Listing Authority and admitted to trading on the Gilt Edged and
Fixed Interest Market of the London Stock Exchange and/or admitted to listing,
trading and/or quotation on any other listing authority, stock exchange and/or
quotation system and the rules of the relevant listing authority, stock
exchange and/or quotation system so require, the Issuer shall, once in each
year in which there has been a partial redemption of the Notes, cause to be
published in a leading newspaper of general circulation in London (which is
expected to be the Financial Times)
or as specified by such other listing authority, stock exchange and/or
quotation system, a notice specifying the aggregate principal amount of Notes
outstanding and a list of the Notes drawn for redemption but not surrendered.


(e)                   Redemption at
the Option of Noteholders and Exercise of Noteholders’ Options


If Put Option is
specified in the Final Terms, the Issuer shall, at the option of the holder of
such Note, upon the holder of such Note giving not less than 15 nor more than
30 days’ notice to the Issuer (subject to such other notice period as may be
specified in the Final Terms, under “Option Exercise Date”), redeem such Note
on the Optional Redemption Date(s) so provided at its Optional Redemption
Amount together with interest accrued to the date fixed for redemption.


To exercise such option
or any other Noteholders’ option that may be set out in the Final Terms the
holder must deposit (in the case of Bearer Notes) such Note (together with all
unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or
(in the case of Registered Notes) the Certificate representing such Note(s)
with the Registrar or any Transfer Agent at its specified office, together with
a duly completed option exercise notice (“Exercise
Notice”) in the form obtainable from any Paying Agent, the Registrar
or any Transfer Agent (as applicable) within the notice period. No Note or
Certificate so deposited and option exercised may be withdrawn (except as
provided in the Agency Agreement) without the prior consent of the Issuer,
except that such Note or Certificate will be returned to the relevant
Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it
has been deposited if, prior to the due date for its redemption or the exercise
of the option, the Note becomes immediately due and payable or if upon due presentation
payment of the redemption moneys is not made or exercise of the option is
denied.


(f)                      Partly Paid
Notes


Partly Paid Notes will be
redeemed, whether at maturity, early redemption or otherwise, in accordance
with the provisions of this Condition and the provisions specified in the Final
Terms.


(g)                  Purchases


Where ANZBGL is the
Issuer of this Note, ANZBGL is taken to represent as at the date of issue of
this Note, that it does not know, or have any reasonable grounds to suspect,
that this Note or any interest in this Note is being or will later be, acquired
either directly or indirectly by an Offshore Associate of ANZBGL (acting other
than in the capacity of a dealer, manager or underwriter in relation to the
placement of this Note or a clearing house, custodian, funds manager or
responsible entity of a registered scheme within the meaning of the Corporations Act 2001 of Australia).



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“Offshore Associate” means an associate (as
defined in section 128F of the Income Tax Assessment Act 1938 (the “Australian Tax Act”, which term includes
any successor legislation)) of ANZBGL that is either a non-resident of the
Commonwealth of Australia which does not acquire the Notes in carrying on a
business at or through a permanent establishment in Australia or, alternatively,
a resident of Australia that acquires the Notes in carrying on business at or
through a permanent establishment outside of Australia.


The Issuer, the Guarantor
and any of their respective subsidiaries may, to the extent permitted by
applicable laws and regulations, at any time purchase Notes (provided that all
unmatured Receipts and Coupons and unexchanged Talons relating thereto are
attached thereto or surrendered therewith) in the open market or otherwise at
any price.


Notes purchased by the
Issuer, the Guarantor or any of their respective subsidiaries may be
surrendered by the purchaser through the Issuer to the Fiscal Agent or any
Paying Agent for cancellation or may at the option of the Issuer, the Guarantor
or the relevant subsidiary be held or resold.


(h)                  Cancellation


All Notes redeemed by the
Issuer or surrendered by the purchaser through the Issuer for cancellation
pursuant to Condition 6(e) shall
be surrendered for cancellation, in the case of Bearer Notes, by surrendering
each such Note together with all unmatured Receipts and Coupons and all
unexchanged Talons to, or to the order of, the Fiscal Agent and, in the case of
Registered Notes, by surrendering the Certificate representing such Notes to
the Registrar and, in each case, if so surrendered, shall, together with all
Notes redeemed by the Issuer, be cancelled forthwith (together with all
unmatured Receipts and Coupons and unexchanged Talons attached thereto or
surrendered therewith). Any Notes so surrendered for cancellation may not be reissued
or resold and the obligations of the Issuer in respect of any such Notes shall
be discharged.


(i)                     Consent of
APRA


Notwithstanding anything
to the contrary in this Condition 6 (Redemption,
Purchase and Options), unless otherwise specified or determined by
APRA, where ANZBGL is the Issuer, ANZBGL may not redeem any Subordinated Notes
under paragraphs (b), (c), (d), or (e)
above or prior to the Maturity Date under paragraphs (a) or (f)
above or purchase any Subordinated Notes under paragraph (g) above without the prior approval of
APRA.


7.        Payments and Talons


(a)                  Bearer Notes


Payments of principal and
interest in respect of Bearer Notes shall, subject as mentioned below, be made
against presentation and surrender of the relevant Receipts (in the case of payments
of Instalment Amounts other than on the due date for redemption and provided
that the Receipt is presented for payment together with its relative Note).
Notes (in the case of all other payments of principal and, in the case of
interest, as specified in Condition 7(f)(vi))
or Coupons (in the case of interest, save as specified in Conditions 7(f)(ii) and (vi)), as the case may be, at
the specified office of any Paying Agent outside the United States by a cheque
payable in the currency in which such payment is due drawn on, or. at the
option of the holder, by transfer to an account denominated in that currency
with, a bank in the Principal Financial Centre for that currency; provided,
however, that:


(i)                        payments
in a Specified Currency other than euro will be made by transfer to an account
in the relevant Specified Currency (which, in the case of Japanese Yen, shall
be a non-resident account) maintained by the payee with, or by a cheque in such
Specified Currency drawn on, a bank in the Principal Financial Centre of the
country of such Specified Currency (which (a) if the Specified Currency is New
Zealand dollars shall be Wellington and Auckland; provided that where the
London branch of ANZNIL is the Issuer (as specified in the Final Terms relating
to the Notes) such account and bank shall be located outside of New Zealand,
and (b) if the Specified Currency is Australian dollars, shall be Sydney); and


(ii)                     payments in
euro will be made by credit or transfer to a euro account (or any other account
to which euro may be credited or transferred) specified by the payee or, at the
option of the payee, by a euro cheque; provided that where the London branch of
ANZMIL is the Issuer (as specified in



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the Final Terms
relating to the Notes) such euro account or bank on which such euro cheque is
drawn shall be located outside of New Zealand.


(b)                  Registered Notes


(i)                        Payments
of principal (which for the purposes of this Condition 7(b) shall include final Instalment Amounts
but not other Instalment Amounts) in respect of Registered Notes shall be made
against presentation and surrender of the relevant Certificates at the
specified office of any of the Transfer Agents or of the Registrar in the
manner provided in sub-paragraph (ii) below.


(ii)                     Interest
(which for the purpose of this Condition 7(b)
shall include all Instalment Amounts other than final Instalment Amounts) on
Registered Notes shall be paid to the person shown on the Register at the close
of business on the fifteenth day before the due date for payment thereof (the “Record Date”). Payments of interest in respect of each
Registered Note shall be made in the relevant Specified Currency by cheque
drawn on a bank in the Principal Financial Centre of the country of such
Specified Currency (which (a) if the Specified Currency is New Zealand dollars
shall be Wellington and Auckland; provided that where the London branch of
ANZNIL is the Issuer (as specified in the Final Terms relating to the Notes)
such account and bank shall be located outside of New Zealand, and (b) if the
Specified Currency is Australian dollars, shall be Sydney), and mailed to the
holder (or the first named of joint holders) of such Note at its address
appearing in the Register. Upon application by the holder to the specified
office of the Registrar or any Transfer Agent before the Record Date and
subject as provided in paragraph 7(a)
above, such payment of interest may be made by transfer to an account in the
Specified Currency maintained by the payee with a bank in the Principal
Financial Centre of the country of such Specified Currency (which (a) if the
Specified Currency is New Zealand dollars shall be Wellington and Auckland;
provided that where the London branch of ANZNIL is the Issuer (as specified in
the Final Terms relating to the Notes) such account and bank shall be located
outside of New Zealand, and (b) if the Specified Currency is Australian
dollars, shall be Sydney); provided, however, that in the case of euro, the
transfer may be to, or the cheque drawn on, a euro account with a bank in the
European Union.


(c)                   Payments in the
United States


Notwithstanding the
foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in
respect thereof may be made at the specified office of any Paying Agent in New
York City in the same manner as aforesaid if (i) the Issuer shall have
appointed Paying Agents with specified offices outside the United States with
the reasonable expectation that such Paying Agents would be able to make
payment of the amounts on the Notes in the manner provided above when due, (ii)
payment in full of such amounts at all such offices is illegal or effectively
precluded by exchange controls or other similar restrictions on payment or
receipt of such amounts and (iii) such payment is then permitted by United
States law, without involving, in the opinion of the Issuer, any adverse tax
consequence to the Issuer.


(d)                  Payments subject
to Fiscal Laws


All payments are subject
in all cases to any applicable fiscal or other laws, regulations and
directives, but without prejudice to the provisions of Condition 8 (Taxation). No commission or expenses shall
be charged to the Noteholders or Couponholders in respect of such payments.


(e)                   Appointment of
Agents


The Fiscal Agent, the
other Paying Agents (if any), the Registrar, the Transfer Agents and the
Calculation Agent initially appointed by the Issuer and the Guarantor and their
respective specified offices are listed below. The Fiscal Agent, the other
Paying Agents (if any), the Registrar, Transfer Agents and the Calculation Agent
act solely as agents of the Issuer and, if applicable, the Guarantor and do not
assume any obligation or relationship of agency or trust for or with any
Noteholder or Couponholder. The Issuer and, if applicable, the Guarantor
reserves the right at any time to vary or terminate the appointment of the
Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the
Calculation Agent and to appoint additional or other Paying Agents or Transfer
Agents, provided that the Issuer and, if applicable, the Guarantor shall at all
times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered
Notes, (iii) a Transfer Agent in relation to Registered Notes (including a
Transfer Agent having its specified office in London so long as any Registered
Notes are listed on the Official List of the UK Listing Authority and admitted
to trading on the London Stock



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Exchange), (iv) one or
more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at
least two major European cities (including London so long as the Notes are
listed on the Official List of the UK Listing Authority and admitted to trading
on the London Stock Exchange), (vi) such other agents as may be required by the
rules of any other listing authority, stock exchange and/or quotation system on
which the Notes may be admitted to listing, trading and/or quotation and (vii)
a Paying Agent in an EU Member State that
will not be obliged to
withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any
other Directive Implementing the conclusions of the ECOFIN Council meeting of
26-27 November 2000 or any law implementing or complying with, or introduced in
order to conform to, such Directive, provided that there is an EU Member State
in which no such obligation is imposed.


In addition, the Issuer
and, if applicable, the Guarantor shall forthwith appoint a Paying Agent in
New York City in respect of any Bearer Notes denominated in U.S. dollars in the
circumstances described in Condition 7(c).


Notice of any such change
or any change of any specified office shall promptly be given to the
Noteholders in accordance with Condition 15 (Notices).


(f)                      Unmatured
Coupons and Receipts and unexchanged Talons


(i)                        In the
case of Fixed Rate Notes, and unless the Final Terms provides that the relative
Coupons are to become void upon the due date for redemption of those Notes,
Bearer Notes should be surrendered for payment together with all unmatured
Coupons (if any) appertaining thereto, failing which an amount equal to the
face value of each missing unmatured Coupon (or, in the case of payment not
being made in full, that proportion of the amount of such missing unmatured
Coupon which the sum of principal so paid bears to the total principal due)
will be deducted from the Final Redemption Amount, Early Redemption Amount or
Optional Redemption Amount, as the case may be, due for payment. Any amount so
deducted will be paid in the manner mentioned above against surrender of such
missing Coupon within a period of 10 years from the Relevant Date for the
payment of such principal (whether or not such Coupon has become void pursuant
to Condition 9 (Prescription)).


(ii)                     In the case
of Floating Rate Notes, unless the Final Terms provides otherwise, upon the due
date for redemption of any Bearer Note, unmatured Coupons relating to such Note
(whether or not attached) shall become void and no payment shall be made in
respect of them.


(iii)                  Upon the due
date for redemption of any Bearer Note, any Talon relating to such Note
(whether or not attached) shall become void and no Coupon shall be delivered in
respect of such Talon.


(iv)                 Upon the due date
for redemption of any Bearer Note which is redeemable in instalments, all
Receipts relating to such Note having an Instalment Date falling on or after
such due date (whether or not attached) shall become void and no payment shall
be made in respect of them.


(v)                    Where any
Bearer Note which provides that the relative Coupons are to become void upon
the due date for redemption of those Notes is presented for redemption without
all unmatured Coupons and any unexchanged Talon relating to it, and where any
Bearer Note is presented for redemption without any unexchanged Talon relating
to it, redemption shall be made only against the provisions of such indemnity
as the Issuer may require.


(vi)                 If the due date
for redemption of any Notes is not a due date for payment of interest, interest
accrued from the preceding due date for payment of interest or the Interest
Commencement Date, as the case may be, shall only be payable against
presentation (and surrender if appropriate) of the relevant Note or Certificate
representing it, as the case may be, interest accrued on a Note which only
bears interest after its Maturity Date shall be payable on redemption of such
Note against presentation of the relevant Note or Certificate representing it,
as the case may be.


(g)                  Talons


On or after the Interest
Payment Date for the final Coupon forming part of a Coupon sheet issued in
respect of any Bearer Note, the Talon forming part of such Coupon sheet may be
surrendered at the specified office of the Fiscal Agent in exchange for a
further Coupon sheet (and if necessary another Talon for a further Coupon
sheet) (but excluding any Coupons that may have become void pursuant to
Condition 9 (Prescription)).



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(h)                  Non-Business
Days


If any date for payment
in respect of any Note, Receipt or Coupon is not a Payment Business Day, the holder shall not be entitled to
payment until the next following Payment Business Day nor to any interest or
other sum in respect of such postponed payment. In this paragraph, “Payment Business  Day” means a day
(other than a Saturday or a Sunday) on which:


(i)                        commercial
banks and foreign exchange markets settle payments generally in such jurisdictions
as shall be specified as “Additional
Financial Centres” in
the Final Terms, in Sydney where ANZBGL is the issuer, in London, Auckland and
Wellington where ANZNIL is the Issuer and in Auckland and Wellington where
ANZNBL is the Issuer and, where relevant, in the relevant place of
presentation; and


(ii)                     (in the case
of a payment in a currency other than euro or Australian dollars where ANZBGL
is the Issuer, or New Zealand dollars where ANZNBL or, as the case may be,
ANZBGL is the Issuer, where payment is to be made by transfer in the relevant
currency to an account maintained with a bank)
foreign exchange transactions may be carried on in the relevant currency in the
Principal Financial Centre of the country of such currency; or


(iii)                  (in the case of
a payment in euro) banks are open for business and carrying out transactions in
euro in the jurisdiction in which the account specified by the payee is located
and a day on which the TARGET System is open.


(i)                     Euro and
Redenomination


References to euro are to
the currency introduced at the start of the third stage of European economic
and monetary union pursuant to Article 123 of the Treaty.


Unless otherwise
specified in the Final Terms, Notes denominated in the currency of a Member
State that does not participate in the third stage of European economic and
monetary union prior to the Issue Date of the relevant Notes may, at the
election of the Issuer, be subject to redenomination in the manner set out
below. In relation to such Notes the Issuer may, without the consent of the
Noteholders or Couponholders, on giving at least 30 days’ prior notice to
Noteholders, the Fiscal Agent and each of the Paying Agents and Transfer
Agents, designate a “Redenomination Date”
for the Notes, being a date for payment of interest under the Notes falling on
or after the date on which the relevant Member State commences participation in
such third stage.


With effect from the
Redenomination Date, notwithstanding the other provisions of the Conditions:


(i)                        the Notes
shall (unless already so provided by mandatory provisions of applicable law) be
deemed to be redenominated in euro in the denomination of euro 0.01 with a
principal amount for each Note equal to the principal amount of that Note in
the Relevant Currency, converted into euro at the rate for conversion of the
Relevant Currency into euro established by the Council of the European Union
pursuant to the Treaty (including compliance with rules relating to rounding in
accordance with European Community regulations) provided that, if the Issuer
determines that the then market practice in respect of the redenomination into
euro 0.01 of internationally offered securities is different from the
provisions specified above, such provisions shall be deemed to be amended so as
to comply with such market practice and the Issuer shall promptly notify the
Noteholders, any listing authority, stock exchange and/or quotation system on
which the Notes may be listed, the Fiscal Agent and each of the Paying Agents
and Transfer Agents of such deemed amendment;


(ii)                     if definitive
Notes are required to be issued, they shall be issued at the expense of the
Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000
and such other denominations as the Fiscal Agent shall determine end notify to
Noteholders;


(iii)                  if definitive
Notes have been issued, all unmatured Receipts and Coupons denominated in the
Relevant Currency (whether or not attached to the Notes) will become void with
effect from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes,
Receipts and Coupons are available for exchange (provided that such securities
are so available) and no payments will be made in respect of them. The payment
obligations contained in any Notes so issued will also become void on that date
although those Notes will continue to constitute valid exchange obligations of
the Issuer. New certificates in respect of euro-denominated Notes. Receipts and
Coupons will be issued in exchange for Notes. Receipts and Coupons denominated
in the Relevant Currency in such manner as the Fiscal Agent may specify and as
shall be specified to Noteholders in the Exchange Notice;



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(iv)                 all payments in respect of the Notes (other than,
unless the Redenomination Date is on or after such date as the Relevant
Currency ceases to be a sub-division of the euro, payments of interest in
respect of periods commencing before the Redenomination Date) will be made
solely in euro. Such payments will be made in euro by credit or transfer to a
euro account for any other account to which
euro may be credited or transferred) specified by the payee or by cheque; and


(v)                    the amount of interest in respect of Notes will be
calculated by reference to the aggregate principal amount of Notes
presented (or, as the case may be, in respect of which Receipts or Coupons are
presented) for payment by the relevant holder and the amount of such payment
shall be rounded down to the nearest euro 0.01.


In connection with such
redenomination, the Issuer may, after consultation with the Fiscal Agent, make
such other changes to the Conditions applicable to the relevant Notes as it may
decide so as to conform them to the then
market practice in respect of euro-denominated debt securities issued in the euromarkets which are held in international
clearing systems. Any such changes will not take effect until the next
following Interest Payment Date after they have been notified to the
Noteholders in accordance with Condition 15
(Notices).


8.                         Taxation


(a)                  Withholding tax


Subject
as provided below, all payments of principal and interest in respect of the
Notes, the Receipts and the Coupons by or on behalf of the Issuer or, if
applicable, the Guarantor shall be made free and clear of, and without
withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the jurisdiction of
incorporation of the Issuer and/or, where the Issuer is acting through its
branch, the jurisdiction, country or territory in which the branch through
which the Issuer is acting as specified in the
relevant Final Terms is located or, if applicable, the jurisdiction of
incorporation of the Guarantor or by any authority therein or thereof having
power to tax (together, “Taxes”), unless
such withholding or deduction is required by law. In that event, the Issuer or
(as the case may be) the Guarantor shall pay such additional amounts to
the Noteholders, Couponholders and Receiptholders as shall result in receipt by those Noteholders, Couponholders and
Receiptholders of such amounts as would have been received by them had no such withholding or
deduction been required, except that no such additional amounts shall be
payable with respect to any Note, Receipt or Coupon:


(i)                        presented
for payment by or on behalf of a holder which is liable to such Taxes, duties, assessments or governmental charges in respect of
such Note, Receipt or Coupon by
reason of its having some connection with the jurisdiction of incorporation
of the Issuer or, where the Issuer is acting through its branch, the
jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the Final Terms or,
if applicable, the jurisdiction of
incorporation of the Guarantor is located, other than the mere holding of such
Note, Receipt or Coupon or the receipt of the relevant payment in
respect thereof; or


(ii)                     where ANZBGL is the Issuer, presented for payment
by or on behalf of a holder who is an Australian resident or a
non-resident who is engaged in carrying on business in Australia at or through
a permanent establishment of that non-resident in Australia, if that person has
not supplied an appropriate tax file number, Australian business number or
other exemption details; or


(iii)                  presented (or in
respect of which the Certificate representing it is presented) for payment more
than 30 days after the Relevant Date except
to the extent that the holder of it would have been entitled to such
additional amounts on presenting it for payment on the thirtieth such day; or


(iv)                 in respect of
which the holder thereof is an Offshore Associate (as defined in Condition
6(g)) of ANZBGL, (acting other than in the capacity of a clearing house, paying
agent, custodian, funds manager or responsible entity of a registered scheme
within the meaning of the Corporations Act
2001 of Australia), where ANZBGL is the Issuer; or


(v)                    in respect of
which the Taxes have been imposed or levied as a result of the holder of such
Note. Receipt or Coupon being party to or
participating in a scheme to avoid such Taxes, being a scheme which
ANZBGL, where ANZBGL is the Issuer, was neither a party to nor participated in;
or



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(vi)                 in respect of
Bearer Notes only, if the holder of such Note, Receipt or Coupon or any entity
which directly or indirectly has an
interest in or right in respect of such Note, Receipt or Coupon is a resident of Australia, or a
non-resident who is engaged in carrying on business in Australia at or through a permanent establishment of that
non-resident in Australia (the expressions “resident
of Australia”, “non-resident” and “permanent
establishment” having
the meanings given to them by the
Australian Tax Act (as defined in Condition 6(g)) if, and to the extent that,
Section 126 of the Australian Tax Act (or any equivalent provisions) requires
ANZBGL, where ANZBGL is the Issuer, to pay income tax in respect of interest
payable on such Note, Receipt or Coupon and the income tax would not be payable
were the holder or such entity not such a resident of Australia or non-resident; or


(vii)              presented for
payment where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to European Council Directive
2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000
on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or


(viii)           presented for payment
by, or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the
relevant Note, Receipt or Coupon to another Paying Agent in a Member
State of the European Union; or


(ix)                   where such
withholding or deduction is for or on account of New Zealand resident
withholding tax, where either ANZNBL or
ANZNIL is the Issuer or ANZNBL is the Guarantor; or


(x)                      presented for payment by, or a third party on behalf of, a
holder if such withholding or deduction may be avoided by complying with
any statutory requirement or by making a declaration of non-residence or other
similar claim for exemption to any authority of or in New Zealand, unless the holder proves that he is not entitled so to
comply or to make such declaration or claim, where either ANZNBL or ANZNIL is
the Issuer or ANZNBL is the Guarantor; or


(xi)                   presented to,
or to a third party on behalf of, a holder that is a partnership, or a holder
that is not the sole beneficial owner of the Note, Receipt or Coupon, or which
holds the Note, Receipt or Coupon, in a fiduciary capacity, to the extent that
any of the members of the partnership, the beneficial owner or the settlor or
beneficiary with respect to the fiduciary would not have been entitled to the payment of an additional amount had
each of the members of the partnership, the beneficial owner, settlor or
beneficiary (as the case may be) received directly his beneficial or
distributive share of the payment, where either ANZNBL or ANZNIL is the Issuer
or ANZNBL is the Guarantor; or


(xii)                presented for
payment in New Zealand, where either ANZNBL or ANZNIL is the Issuer or ANZNBL is the Guarantor; or


(xiii)             in respect of which
the Taxes have been imposed or levied as a result of the holder of such Note. Receipt or Coupon being party to or participating
in a scheme to avoid such Taxes, being a scheme which either ANZNBL or
ANZNIL, where ANZNBL or ANZNIL is the Issuer, or ANZNBL, where ANZNBL is the Guarantor, was neither a
party to nor participated in.


As used in these
Conditions, “Relevant Date” in respect of any Note. Receipt or Coupon
means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which
payment in full of the amount outstanding is made or (if earlier) the
date seven days after that on which notice is duly given to the Noteholders
that, upon further presentation of the Note
(or relative Certificate), Receipt or Coupon being made in accordance with
the Conditions, such payment will be made, provided that payment is in fact
made upon such presentation. References in these Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the
Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts,
Amortised Face Amounts and all other amounts in the nature of principal payable
pursuant to Condition 6 (Redemption,
Purchase and Options) or
any amendment or supplement to it, (ii) “interest” shall
be deemed to include all interest Amounts and all other amounts payable pursuant to Condition 5 (Interest and other Calculations) or any
amendment or supplement to it and (iii) “principal” and/or
“Interest” shall be deemed to include any additional amounts that may be payable under this Condition
or any undertaking given in addition to or substitution for it under the Agency Agreement. Any additional amounts
due in respect of the



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Subordinated Notes will
be subordinated in right of payment as described in Condition 11 (Subordination).


The
remaining provisions of this Condition only apply to ANZNIL where ANZNIL is the
Issuer and to ANZNBL where ANZNBL is the Issuer or the Guarantor. Where
used in the remaining provisions of this Condition,
“interest” means interest (as
defined under New Zealand taxation legislation) for withholding tax
purposes, which under current legislation includes the excess of the redemption
amount over the issue price of any Note as well as coupon interest paid on such
Note.


Where (i) ANZNIL is the Issuer or (ii) ANZNBL is the
Issuer or the Guarantor, and ANZNBL or, as the case may be, ANZNIL is
required to deduct New Zealand non-resident withholding tax in the case of any
payments of interest to a holder of a Note or Coupon who is not a resident of
New Zealand for income tax purposes and who
is not engaged in business in New Zealand through a fixed establishment
in New Zealand, ANZNBL or, as the case may be, ANZNIL may, and intend to,
relieve themselves of such obligation by using a procedure which permits
borrowers such as ANZNBL or, as the case may
be, ANZNIL to reduce the applicable rate of non-resident withholding tax to
zero per cent. That procedure involves ANZNBL or, as the case may be, ANZNIL
paying on their own respective accounts a levy to the New Zealand
revenue authorities (which is currently equal to 2 per cent, of such payments
of interest).


ANZNBL is and ANZNIL may
be required by law to deduct New Zealand resident withholding tax from the
payment of interest to the holder of any Note on any Interest Payment Date or
the Maturity Date, where:


(a)                     the
holder is a resident of New Zealand for income tax purposes or the holder is
engaged in business in New Zealand, through
a fixed establishment, in New Zealand (a “New Zealand Holder”); and


(b)                       at
the time of such payment the New Zealand Holder does not hold a valid
certificate of exemption for New Zealand
resident withholding tax purposes.


Prior to any Interest
Payment Date or the Maturity Date, any New Zealand Holder:


(A)                 must notify ANZNBL or, as the case may be, ANZNIL
or any Paying Agent that the New Zealand Holder is the holder of a Note;
and


(B)                      must notify ANZNBL or, as the case may be, ANZNIL
or a Paying Agent, of any circumstances, and provide ANZNBL or, as the
case may be, ANZNIL or the relevant Paying Agent with any information that may enable ANZNBL or, as the
case may be, ANZNIL to make payment of interest to the New Zealand
Holder without deduction on account of New Zealand resident withholding tax.


The New Zealand Holder
must notify ANZNBL or, as the case may be, ANZNIL prior to any Interest Payment
Date or the Maturity Date, of any change in the New Zealand Holder’s
circumstances from those previously notified
that could affect the payment or withholding obligations of ANZNBL or, as the case
may be, ANZNIL in respect of this Note. By accepting payment of the full face
amount of a Note or any interest thereon on any Interest Payment Date or the
Maturity Date, the New Zealand Holder indemnifies
ANZNBL or, as the case may be, ANZNIL for all purposes in respect of any
liability ANZNBL or, as the case may be, ANZNIL may incur for not
deducting any amount from such payment on account of New Zealand resident
withholding tax.


Only a New Zealand Holder
will be obliged to make the notification referred to above and no other holder
will be required to make any certification that it is not a New Zealand Holder.


(b)                  Taxing
jurisdiction


If
the Issuer or, if applicable, the Guarantor is, of becomes, subject at any time
to any taxing jurisdiction(s) other than or in addition to its own
jurisdiction of incorporation or the jurisdiction, country or territory in
which the branch (if any) specified in the relevant Final Terms is located,
references in Condition 6(b) and this Condition 8 (Taxation) shall be read and construed as
including references to such other taxing jurisdiction(s).


9.                         Prescription


Claims against the Issuer
and, if applicable, the Guarantor for payment in respect of the Notes, Receipts and Coupons (which, for this purpose,
shall not include Talons) shall be prescribed and become void unless made within ten years (in the
case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of
them.



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10.                  Events of
Default


(a)                  Unsubordinated
Notes


If any of the following
events (“Events of Default”) occurs and is continuing, the holder of
any Unsubordinated Note of any Series issued
by the Issuer may give written notice to the Fiscal Agent at its
specified office that such Unsubordinated Note is immediately repayable,
whereupon it shall immediately become due
and repayable at its Early Redemption Amount together with accrued interest to
the date of payment unless, prior to the date that such written notice is
received by the Fiscal Agent, the
Issuer and/or, if applicable, the Guarantor shall have cured or otherwise made
good all Events of Default in respect of the Unsubordinated Notes of such
Series:


(i)                        default is
made in the payment of any principal or Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount, instalment Amount or Amortised
Face Amount (in the case of a Zero Coupon
Note) (whether becoming due upon redemption or otherwise) or interest when
due, in respect of any Unsubordinated Note of such Series, and such default
continues for a period of 7 days; or


(ii)                     the Issuer
fails to perform or observe any of its obligations under any Unsubordinated
Note of such Series or, if applicable, the Guarantor fails to perform or
observe any of its obligations under the Deed of Guarantee, in either case
other than those specified in paragraph (i) above and in such case (except
where such failure is incapable of remedy) such failure continues for a period
of 30 days next following the service by any holder of any Unsubordinated Note
of such Series on the Issuer, the Guarantor (if applicable) and the Fiscal
Agent of written notes requiring the same to be remedied; or


(iii)                  the maturity of
any indebtedness for borrowed money of the Issuer or, if applicable, the
Guarantor, in each case amounting in aggregate to U.S.$10,000,000 principal
amount (not being moneys borrowed in the ordinary course of banking business)
shall have been accelerated by or on behalf of the holder of such indebtedness
in accordance with the terms thereof or any agreement relating thereto or any
such indebtedness shall not have been paid when due on maturity and such
default shall not have been cured within the grace period, if any, originally
applicable thereto or default shall be made by the Issuer or, if applicable,
the Guarantor in honouring when called upon any guarantee or indemnity given by
the Issuer or, if applicable, the Guarantor in respect of any such indebtedness
of others and such default shall not have been cured within the grace period,
if any. originally applicable thereto; and such acceleration or default, as the
case may be, is not being contested in good faith by the Issuer or, if
applicable, the Guarantor, and is not cured or otherwise made good within seven
days after the date upon which written notice of such default shall have been
given to the Fiscal Agent and the Issuer or, as the case may be, the Guarantor
by or on behalf of the holder of any Unsubordinated Note of such Series,
provided that the failure by the issuer or, as the case may be, the Guarantor
duly to make payment under any leveraged lease facilities (as defined in
Condition 4 (Negative Pledge), or
similar financial transaction in consequence of the relevant lessee failing to
place the Issuer or, as the case may be, the Guarantor as aforesaid in funds
shall not of itself constitute a breach of this paragraph (iii)); or


(iv)                 otherwise than
for the purpose of an amalgamation or reconstruction or merger within the
meaning of these words under the laws of the Issuer’s or, if applicable, the
Guarantor’s country of incorporation or, where the Issuer is acting through its
branch, of the jurisdiction, country or territory in which the branch through
which the Issuer is acting as specified in the relevant Final Terms is located,
a resolution is passed that the Issuer or, as the case may be, the Guarantor be
wound up or dissolved; or


(v)                    the Issuer or,
if applicable, the Guarantor stops payment (within the meaning of Australian or
any other applicable bankruptcy law) of its obligations; or


(vi)                 an
encumbrancer takes possession of or a receiver is appointed of the whole or a
substantial part of the undertaking and assets of the Issuer or, if applicable,
the Guarantor and any such event is continuing for 45 days after its occurrence
and would materially prejudice the performance by the Issuer or, as the case
may be, the Guarantor of its obligations under the Unsubordinated Notes of such
Series or a distress or execution is levied or enforced upon or sued out
against the whole or a substantial part of the undertaking and assets of the
Issuer or, as the case may be, the Guarantor which would materially prejudice
the performance of (i) the Issuer of its obligations under the Unsubordinated
Notes of such Series or, (ii) if applicable, the Guarantor of its



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obligations under
the Deed of Guarantee, and in each case is not discharged within 60 days thereof; or


(vii)              proceedings shall
have been initiated against the Issuer or, if applicable, the Guarantor under
any applicable bankruptcy, reorganisation or other similar law and such
proceedings shall not have been discharged or stayed within a period of 60
days; or


(viii)           the Issuer or, if
applicable, the Guarantor shall initiate or consent to proceedings relating to
itself under any applicable bankruptcy, insolvency, composition or other
similar law (otherwise than for the purpose of amalgamation, reconstruction or
merger (within the meaning of those words under the laws of the country of the
Issuer’s or, if applicable, the Guarantor’s incorporation or, where the Issuer
is acting through its branch, of the jurisdiction, country or territory in
which the branch through which the Issuer is acting as specified in the
relevant Final Terms is located) and such proceedings would materially
prejudice the performance by (i) the Issuer of its obligations under the
Unsubordinated Notes of such Series or (ii), if applicable, the Guarantor of
its obligations under the Deed of Guarantee); or


(ix)                   in respect of
Notes issued by ANZNIL only, the Deed of Guarantee of the Notes is (a) not in
full force and effect and, where capable of remedy, the Deed of Guarantee is
not in full force and effect within seven days of the date the defect is first
discovered or (b) claimed by the Guarantor not to be in full force and effect.


Any such notice by a
holder of Unsubordinated Notes to the Fiscal Agent shall specify the serial
number(s) of the Unsubordinated Notes concerned.


(b)                  Subordinated
Notes issued by ANZBGL


The
following are “Events of Default”
with respect to Subordinated Notes issued by ANZBGL:


(i)                      (A)      the making of an order by a
court of the State of Victoria. Commonwealth of Australia or a court with
appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days of the entry of such order; or


(B)                  the valid
adoption by ANZBGL’s shareholders of an effective resolution,


in each case for
the winding up of ANZBGL (other than under or in connection with a scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency); and


(ii)       Subject to Condition 3(b);


(A)                default in the
payment of interest on any Subordinated Note when due, continued for 30 days;
or


(B)                  default in the
payment of principal of, or any premium on, any Subordinated Note when due.


Upon
the occurrence of an Event of Default specified in paragraph (i) above where
ANZBGL is the Issuer, subject to the subordination provisions, the principal
amount of, and all accrued and unpaid interest on, the Subordinated Notes will
automatically become due and payable.


If
an Event of Default contemplated by paragraph (ii) above with respect to any of
the Subordinated Notes issued by ANZBGL occurs and is continuing, a
Subordinated Noteholder may only, in order to enforce the obligations of ANZBGL
under such Subordinated Notes:


(y)                    notwithstanding
the provisions of paragraph (z) below, institute proceedings in the State of
Victoria. Commonwealth of Australia (but not elsewhere) for the winding up of
ANZBGL (all subject to, and in accordance with, the terms of Condition 11 (Subordination)); or


(z)                      institute
proceedings for recovery of the money then due, provided that ANZBGL will not,
by virtue of the institution of any such proceedings (other than proceedings
for the winding up of ANZBGL), be obliged to pay any sums representing
principal or interest in respect of the Subordinated Notes sooner than the same
would otherwise have been payable by it and provided that ANZBGL is Solvent at
the time of, and will be Solvent immediately after, the making of any such
payment.


No remedy against ANZBGL,
other than those referred to in this
paragraph (b), shall be available
to the Subordinated Noteholders or Couponholders or Receiptholders in
respect of Subordinated Notes,



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whether for the recovery
of amounts owing in respect of the Subordinated Notes or in respect of any
breach by ANZBGL of any of its other obligations under or in respect of the
Subordinated Notes.


11.                  Subordination


In
the event of the winding up of ANZBGL, where it is the Issuer, constituting an
Event of Default with respect to the Subordinated Notes, there shall be
payable with respect to the Subordinated Notes, subject to the subordination provisions discussed above (see Condition
3 (Status)), an amount equal to the principal amount of
the Subordinated Notes then outstanding, together with all accrued and unpaid interest
thereon to the repayment date.


As a
result of the subordination provisions, no amount will be payable in the
winding up of ANZBGL in Australia in respect of the Subordinated Notes until
all claims of Unsubordinated Creditors admitted in the winding up have
been satisfied in full. By subscription for, or transfer of, Subordinated Notes
to a Noteholder, that Subordinated
Noteholder will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid until all the
claims of the Unsubordinated Creditors admitted in the winding up have been
satisfied accordingly. Accordingly, if proceedings with respect to the winding
up of ANZBGL in Australia were to occur, the Subordinated Noteholders could
recover less relatively than the holders of deposit liabilities, the
Unsubordinated Noteholders and the holders of prior ranking subordinated
liabilities of ANZBGL. For the avoidance of doubt, the Subordinated Notes do
not constitute deposit liabilities of ANZBGL.


If,
in any such winding up, the amount payable with respect to the Subordinated
Notes and any claims ranking equally with the Subordinated Notes cannot be paid
in full, the Subordinated Notes and other claims ranking equally with the Subordinated Notes will share relatively
in any distribution of ANZBGL’s assets
in a winding up in proportion to the respective amounts to which they are
entitled. To the extent that Subordinated Noteholders are entitled to any
recovery with respect to the Subordinated Notes in any winding up, such Subordinated Noteholders
might not be entitled in such proceedings to a recovery in U.S. dollars
and might be entitled only to a recovery in Australian dollars.


In
addition, because ANZBGL is a holding company as well as an operating company,
the rights of ANZBGL, its creditors and of the Subordinated Noteholders
to participate in the assets of any of ANZBGL’s
subsidiaries upon the liquidation of such subsidiary will be subject to the
prior claims of the subsidiary’s creditors, except to the extent that
ANZBGL itself may be a creditor with recognised claims against the subsidiary.


12.                  Meeting of
Noteholders, Modifications and Waiver


(a)                  Meetings of
Noteholders


The Agency Agreement
contains provisions for convening meetings of Noteholders of a Series to
consider any matter affecting their interests, including the sanctioning by
Extraordinary Resolution (as defined in the Agency Agreement) of a modification
of any of these Conditions. The quorum for any meeting of Noteholders shall be
two or more persons holding or representing in the aggregate a clear majority
in Nominal Amount of the Notes for the time being outstanding, or at any
adjourned meeting two or more persons being or representing Noteholders
whatever the Nominal Amount of the Notes held or represented, unless the
business of such meeting includes consideration of proposals, inter alia, (i)
to amend the dates of maturity or redemption of the Notes, any Instalment Date
or any date for payment of interest or Interest Amounts on the Notes or
the obligation of the Issuer to pay additional amounts pursuant to Condition 8
(Taxation), (ii) to reduce or cancel the Nominal
Amount of, or any Instalment Amount of, or any premium payable on redemption
of, the Notes, (iii) to reduce the rate or rates
of interest in respect of the Notes or to vary the method or basis of
calculating the rate or rates or amount of interest or the basis for
calculating any Interest Amount in respect of the Notes, (iv) if a Minimum
and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount,
Early Redemption Amount or Optional
Redemption Amount is set out in the Final Terms, to reduce any such Minimum
and/or Maximum, (v) to vary any method of, or basis for, calculating the Final
Redemption Amount, Early Redemption Amount
or Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to
vary the currency or currencies of payment or Specified Denomination of the Notes, (vii) to take any
steps that as specified in the Final Terms may only be taken following
approval by an Extraordinary Resolution to which the special quorum provisions
apply, or (viii) to modify the provisions concerning the quorum required at any
meeting of Noteholders or the majority required to pass the Extraordinary
Resolution, in which case the necessary quorum at any adjourned meeting shall be two or more persons holding or representing
in the aggregate not less than



 158
 






 



one-third in Nominal
Amount of the Notes for the time being outstanding. However, unless otherwise
specified or determined by APRA, the prior approval of APRA is required to
modify the terms of any Series of Subordinated Notes. Any resolution duly
passed (including an Extraordinary Resolution) shall be binding on all
Noteholders of the relevant Series (whether or not they were present at the
meeting at which such resolution was passed) and on all Couponholders of the
relevant Series. The expression “Extraordinary
Resolution” means a resolution passed at a meeting of Noteholders
duly convened by a majority consisting of not less than three-quarters of the
votes cast. All other resolutions shall be passed at a meeting of Noteholders
duly convened by a clear majority of the votes cast.


(b)                  Modification of
the Agency Agreement


The Agency Agreement may
be amended by the Issuer, the Guarantor and the Fiscal Agent, without the
consent of the Registrar, or any Paying Agent, Transfer Agent or holder, for
the purpose of curing any ambiguity or of curing, correcting or supplementing
any defective provision contained therein or in any manner which the Issuer,
the Guarantor and the Fiscal Agent may mutually deem necessary or desirable and
which does not, in the reasonable opinion of the Issuer, the Guarantor and the
Fiscal Agent, adversely affect the interests of the holders.


13.                  Replacement of
Notes, Certificates, Receipts, Coupons and Talons


If a Note, Certificate,
Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it
may be replaced, subject to applicable laws, regulations and listing authority,
stock exchange and/or quotation system regulations, at the specified office of
the Fiscal Agent (in case of Bearer Notes, Receipts, Coupons or Talons) and of
the Registrar (in the case of Certificates) or such other Paying Agent or
Transfer Agent, as the case may be, as may from time to time be designated by
the Issuer for the purpose and notice of whose designation is given to
Noteholders, in each case on payment by the claimant of the fees and costs
incurred in connection therewith and on such terms as to evidence, security and
indemnity (which may provide, inter alia, that
if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon
or Talon is subsequently presented for payment or, as the case may be, for
exchange for further Coupons, there shall be paid to the Issuer on demand the
amount payable by the Issuer in respect of such Notes, Certificates, Receipts,
Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated
or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered
before replacements will be issued.


14.                  Further Issues


The Issuer may (and, in
the instance of an issue of Subordinated Notes by ANZBGL, if ANZBGL has
obtained the prior approval of APRA) from time to time without the consent of
the Noteholders or Couponholders create and issue further securities either
having the same terms and conditions as the Notes in all respects (or in all
respects except for the first payment of interest on them) and so that such
further issue shall be consolidated and form a single Series with the
outstanding securities of any Series (including the Notes) or upon such terms
as the Issuer may determine at the time of their issue. Notes of more than one
Series may be consolidated into one Series denominated in euro, even if one or
more such Series was not originally denominated in euro, provided all such
Series have been redenominated into euro and otherwise have, in respect of all
periods subsequent to such consolidation, the same terms and conditions.
References in these Conditions to the Notes include (unless the context
requires otherwise) any other securities issued pursuant to this Condition and
forming a single Series with the Notes.


15.                  Notices


Notices to the holders of
Registered Notes shall be (i) mailed to them (or, in the case of joint holders,
to the first named) at their respective addresses in the Register and (ii) save
where another means of effective communication has been specified herein or in
the Final Terms, published (a) in the case of any Registered Notes which are
admitted to trading on the Gilt Edged and Fixed Interest Market of the London
Stock Exchange (so long as such Registered Notes are admitted to trading on the
Gilt Edged and Fixed Interest Market of the London Stock Exchange and the rules
of that exchange so require), in a leading newspaper having general circulation
in London (which is expected to be the Financial
Times), or if such
publication is not practicable, if published in a leading English language
daily newspaper having general circulation in Europe, or (b) in the case of
Registered Notes which are admitted to listing, trading and/or quotation by any
other listing authority, stock exchange and/or quotation system (so long as
such Registered Notes are admitted to listing, trading and/or quotation by such
listing authority, stock exchange and/or quotation system and the rules of such
listing authority, stock exchange and/or



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quotation system so
require), in a leading daily newspaper having general circulation in London
(which is expected to be the Financial
Times) and in such other place as may be required by the rules and
regulations of such listing authority, stock exchange and/or quotation system.


Notices to the holders of
Registered Notes shall be deemed to have been given on the fourth weekday
(being a day other than a Saturday or a Sunday) after the later of the date of
mailing and the date of publication (or if required to be published in more
than one newspaper, the first date on which publication shall have been made in
all required newspapers).


Notices to the holders of
Bearer Notes shall be, save where another means of effective communication has
been specified herein or in the Final Terms, published (a) in the case of any
Bearer Notes which are admitted to trading on the Gilt Edged and Fixed Interest
Market of the London Stock Exchange (so long as such Bearer Notes are admitted
to trading on the Gilt Edged and Fixed Interest Market of the London Stock
Exchange and the rules of that exchange so require), in a leading newspaper
having general circulation in London (which is expected to be the Financial Times), or if such publication
is not practicable, if published in a leading English language daily newspaper
having general circulation in Europe, or (b) in the case of Bearer Notes which
are admitted to listing, trading and/or quotation by any other listing
authority, stock exchange and/or quotation system (so long as such Bearer Notes
are admitted to trading, listing and/or quotation by such listing authority, stock
exchange and/or quotation system and the rules of such listing authority, stock
exchange and/or quotation system so require), in a leading daily newspaper
having general circulation in London (which is expected to be the Financial Times) and in such other place
as may be required by the rules and regulations of such listing authority,
stock exchange and/or quotation system.


Notices to the holders of
Bearer Notes shall be deemed to have been given on the date of publication (or
if required to be published in more than one newspaper, the first date on which
publication shall have been made in all required newspapers). Couponholders
shall be deemed for all purposes to have notice of the contents of any notice
given to the holders of Bearer Notes in accordance with this Condition 15 (Notices).


16.                  Currency
Indemnity


If any sum due from the
Issuer in respect of the Notes, Receipts or the Coupons or any order or
judgment given or made in relation thereto has to be converted from the
currency (the “first currency”) in
which the same is payable under these Conditions or such order or judgment into
another currency (the “second  currency”) for the purpose of (a) making or
filing a claim or proof against the Issuer, (b) obtaining an order or judgment
in any court or other tribunal or (c) enforcing any order or judgment given or
made in relation to the Notes, Receipts or Coupons, the Issuer shall indemnify
each holder, on the written demand of such holder addressed to the Issuer and
delivered to the Issuer or to the specified office of the Fiscal Agent, against
any loss suffered as a result of any discrepancy between (i) the rate of
exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (ii) the rate or rates of exchange at
which such holder may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
For the purposes of this Condition 16 (Currency
Indemnity), it shall
be sufficient for the Noteholder, Receiptholder or Couponholder, as the case
may be, to demonstrate that it would have suffered a loss had an actual
purchase been made. These indemnities constitute a separate and independent
obligation from the Issuer’s other obligations, shall give rise to a separate
and independent cause of action, shall apply irrespective of any indulgence
granted by any Noteholder, Receiptholder or Couponholder and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Note, Coupon or Receipt
or any other judgment or order.


17.                  Governing Law,
Jurisdiction and Service of Process


(a)                  Governing Law


The Notes, the Receipts,
the Coupons and the Talons are governed by, and shall be construed in
accordance with, English law, except for the subordination provisions of the
Subordinated Notes (including, without limitation, the provisions contained in Conditions
3(b), 10(b) and 11) which will be governed in
accordance with the laws of the State of Victoria and the Commonwealth of
Australia.



 160
 






 



(b)                  Jurisdiction


The Issuer agrees for the
benefit of the holders of Notes, Receipts, Coupons and Talons that the courts
of England shall have jurisdiction to hear and determine any-suit, action or
proceedings, and to settle any disputes, which may arise out of or in
connection with the Notes and all matters connected with the Notes
(respectively, “Proceedings” and “Disputes”)
and, for such purposes, irrevocably submits to the jurisdiction of
such courts.


(c)                   Appropriate
forum


The Issuer irrevocably
waives any objection which it might now or hereafter have to the courts of
England being nominated as the forum to hear and determine any Proceedings and
to settle any Disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.


(d)                  Service of
process


The Issuer agrees that
the process by which any Proceedings in England are begun may be served on it
by being delivered to the officer in charge of the London Branch of Australia
and New Zealand Banking Group Limited at Minerva House, Montague Close, London
SE1 9DH. If such person is not or ceases to be effectively appointed to accept
service of process on the Issuer’s behalf, the Issuer shall appoint a further
person in England to accept service of process on the Issuer’s behalf and,
failing such appointment, within 15 days, any Noteholder shall be entitled to
appoint such a person by written notice addressed to the Issuer and delivered
to the Issuer or to the specified office of the Fiscal Agent. Nothing in this
paragraph shall affect the right of any holder of Notes, Receipts, Coupons or
Talons to serve process in any other manner permitted by law.


(e)                   Non-exclusivity


The submission to the
jurisdiction of the courts of England shall not (and shall not be construed so
as to) limit the right of any holder of Notes, Receipts, Coupons or Talons to
take Proceedings in any other court of competent jurisdiction, nor shall the
taking of Proceedings in any one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not) if and to
the extent permitted by law.


(f)                      Consent to
enforcement etc.


Subject to Condition 11,
the Issuer consents generally in respect of any Proceedings to the giving of
any relief or the issue of any process in connection with such Proceedings
including (without limitation) the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such Proceedings.


18.                  Third Parties


No person shall have any
right to enforce any term or condition of the Notes under the Contracts (Rights
of Third Parties) Act 1999.



 161














 


SCHEDULE 7


FORMS OF
COUPON


PART A - ANZBGL COUPON


On the front:


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


(ABN 11
005 357 522)


Euro
Medium Term Note Programme


Series No. [·]


Coupon for [[set out
amount due, if known]/the amount] due on [the Interest Payment Date falling
in]* [·], [·].


[Coupon relating to Note
in the nominal amount of [·]]**


This Coupon is payable to
bearer (subject to the Conditions endorsed on the Note to which this Coupon
relates, which shall be binding upon the holder of this Coupon whether or not
it is for the time being attached to such Note) at the specified offices of the
Fiscal Agent and the Paying Agents set out on the reverse hereof (or any other
Fiscal Agent or further or other Paying Agents or specified offices duly appointed
or nominated and notified to the Noteholders).


[If the Note to which
this Coupon relates shall have become due and payable before the maturity date
of this Coupon, this Coupon shall become void and no payment shall be made in
respect of it].***


NO OFFSHORE ASSOCIATE OF
THE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OF
AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH A
PERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRE
THIS COUPON OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS COUPON (OTHER THAN
AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS COUPON OR SUCH INTEREST OR RIGHT IN THE
CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF
THE COUPON, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR
RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT OR
THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, 



 162
 






 



ALTERNATIVELY, A RESIDENT
OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO
ACQUIRES THIS COUPON OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN
FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OF
AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS
IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.


ANY OFFSHORE ASSOCIATE,
RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING
ON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN
AUSTRALIA WHO SO ACQUIRES THIS COUPON OR ANY INTEREST OR RIGHT IN RESPECT OF
THIS COUPON MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED
TO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCH
TAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS COUPON.


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](10)


AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


	
  [Cp. No.]

  	
  [Denomination]

  	
  [ISIN]

  	
  [Series]

  



 


On the back:


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes:


(10) This legend can be deleted if the Notes have an initial maturity
of 365 days or less.


 



 163
 






 



[*Only necessary where
Interest Payment Dates are subject to adjustment in accordance with a Business
Day Convention, otherwise the particular Interest Payment Date should be
specified]


[**Only required on
Coupons relating to Floating Rate or Variable Coupon Amount Notes that are
issued in more than one denomination.]


[***Delete if Coupons are
not to become void upon early redemption of Note.]



 164
 






 



PART B - ANZNBL COUPON


On the front:


ANZ
NATIONAL BANK LIMITED


Euro
Medium Term Note Programme


Series No. [·]


Coupon for [[set out
amount due, if known]/the amount] due on [the Interest Payment Date falling
in]*.[·], [·].


[Coupon relating to Note
in the nominal amount of [·]]**


This Coupon is payable to
bearer (subject to the Conditions endorsed on the Note to which this Coupon
relates, which shall be binding upon the holder of this Coupon whether or not
it is for the time being attached to such Note) at the specified offices of the
Fiscal Agent and the Paying Agents set out on the reverse hereof (or any other
Fiscal Agent or further or other Paying Agents or specified offices duly
appointed or nominated and notified to the Noteholders).


[If the Note to which
this Coupon relates shall have become due and payable before the maturity date
of this Coupon, this Coupon shall become void and no payment shall be made in
respect of it].***


THE HOLDING OF THIS
COUPON FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR
FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS
NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](11)


ANZ NATIONAL BANK LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


	
  [Cp. No.]

  	
  [Denomination]

  	
  [ISIN]

  	
  [Series]

  



 






(11) This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 165
 






 



On the back:


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes:


[*Only necessary where
Interest Payment Dates are subject to adjustment in accordance with a Business
Day Convention, otherwise the particular Interest Payment Date should be
specified.]


[**Only required on
Coupons relating to Floating Rate or Variable Coupon Amount Notes that are
issued in more than one denomination.]


[***Delete if Coupons are
not to become void upon early redemption of Note.]



 166
 






 



PART C - ANZNIL COUPON


On the front:


ANZ
NATIONAL (INT’L) LIMITED


Guaranteed
by

ANZ NATIONAL BANK LIMITED


Euro
Medium Term Note Programme


Series No. [·]


Coupon for [[set out
amount due, if known]/the amount] due on [the Interest Payment Date falling
in]*.[·], [·].


[Coupon relating to Note
in the nominal amount of [·]]**


This Coupon is payable to
bearer (subject to the Conditions endorsed on the Note to which this Coupon
relates, which shall be binding upon the holder of this Coupon whether or not
it is for the time being attached to such Note) at the specified offices of the
Fiscal Agent and the Paying Agents set out on the reverse hereof (or any other
Fiscal Agent or further or other Paying Agents or specified offices duly
appointed or nominated and notified to the Noteholders).


[If the Note to which
this Coupon relates shall have become due and payable before the maturity date
of this Coupon, this Coupon shall become void and no payment shall be made in
respect of it].***


THE HOLDING OF THIS
COUPON FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR
FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS
NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](12)


ANZ NATIONAL (INT’L) LIMITED


	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


	
  [Cp. No.]

  	
  [Denomination]

  	
  [ISIN]

  	
  [Series]

  



 






(12) This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 167
 






 



On the back:


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes:


[*Only necessary where
Interest Payment Dates are subject to adjustment in accordance with a Business
Day Convention, otherwise the particular Interest Payment Date should be
specified.]


[**Only required on
Coupons relating to Floating Rate or Variable Coupon Amount Notes that are
issued in more than one denomination.]


[***Delete if Coupons are
not to become void upon early redemption of Note.]



 168
 






 



SCHEDULE 8


FORMS OF
TALON


PART A - ANZBGL TALON


On the front:


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED


(ABN 11
005 357 522)


Euro
Medium Term Note Programme


Series No. [                            ]


Talon for further Coupons
falling due on [Interest Payment Dates falling in]* [·],
[·].


[Talon relating to Note
in the nominal amount of [·].]**


After all the Coupons
relating to the Note to which this Talon relates have matured, further Coupons
(including if appropriate a Talon for further Coupons) shall be issued at the
specified office of the Fiscal Agent set out on the reverse hereof (or any
other Fiscal Agent or specified office duly appointed or nominated and notified
to the Noteholders) upon production and surrender of this Talon.


If the Note to which this
Talon relates shall have become due and payable before the original due date
for exchange of this Talon, this Talon shall become void and no exchange shall
be made in respect of it.


NO OFFSHORE ASSOCIATE OF
THE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OF
AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH A
PERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRE
THIS TALON OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS TALON (OTHER THAN AN
OFFSHORE ASSOCIATE WHO ACQUIRES THIS TALON OR SUCH INTEREST OR RIGHT IN THE
CAPACITY OF A DEALER, MANAGER OR UNDERWRITERS IN RELATION TO THE PLACEMENT OF
THE TALON, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR
RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THE
CORPORATIONS ACT 2001 OF AUSTRALIA).


“OFFSHORE ASSOCIATE” MEANS AN ASSOCIATE (AS
DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “TAX ACT”, WHICH TERM INCLUDES ANY SUCCESSOR
LEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTH
OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN 



 169
 






 



CARRYING ON A BUSINESS AT
OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT
OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH A
PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.


EACH PERSON WHO SO
ACQUIRES THIS TALON OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN
FAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OF
AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS
IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.


ANY OFFSHORE ASSOCIATE,
RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING
ON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN
AUSTRALIA WHO SO ACQUIRES THIS TALON OR ANY INTEREST OR RIGHT IN RESPECT OF
THIS TALON MAYBE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TO
RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCH
TAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS TALON.


[ANY UNITED STATES PERSON
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)


AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


On the back:


	
  [Talon No.]

  	
  [ISIN]

  	
  [Series]

  	
  [Serial No.]

  



 


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes


(13) This legend can be
deleted if the Notes have an initial maturity of 365 days or less.



 170
 






 



[*The maturity dates of
the relevant Coupons should be set out if known, otherwise reference should be
made to the months and years in which the Interest Payment Dates fall due]


[**Only required where
the Series comprises Notes of more than one denomination]



 171
 






 



PART B - ANZNBL TALON


On the front:


ANZ
NATIONAL BANK LIMITED


Euro
Medium Term Note Programme


Series No. [                            ]


Talon for further Coupons
falling due on [Interest Payment Dates falling in]* [·],
[·].


[Talon relating to Note
in the nominal amount of [·].]**


After all the Coupons
relating to the Note to which this Talon relates have matured, further Coupons
(including if appropriate a Talon for further Coupons) shall be issued at the
specified office of the Fiscal Agent set out on the reverse hereof (or any
other Fiscal Agent or specified office duly appointed or nominated and notified
to the Noteholders) upon production and surrender of this Talon.


If the Note to which this
Talon relates shall have become due and payable before the original due date
for exchange of this Talon, this Talon shall become void and no exchange shall
be made in respect of it.


ANZ NATIONAL BANK LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


On the back:


	
  [Talon No.]

  	
  [ISIN]

  	
  [Series]

  	
  [Serial No.]

  



 


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes


[*The maturity dates of
the relevant Coupons should be set out if known, otherwise reference should be
made to the months and years in which the Interest Payment Dates fall due]



 172
 






 



[**Only required where
the Series comprises Notes of more than one denomination]



 173
 






 



PART C - ANZNIL TALON


On the front:


ANZ
NATIONAL (INT’L) LIMITED


Guaranteed
by

ANZ NATIONAL BANK LIMITED


Euro
Medium Term Note Programme


Series No. [                            ]


Talon for further Coupons
falling due on [Interest Payment Dates falling in]* [·],
[·].


[Talon relating to Note
in the nominal amount of [·].]**


After all the Coupons
relating to the Note to which this Talon relates have matured, further Coupons
(including if appropriate a Talon for further Coupons) shall be issued at the
specified office of the Fiscal Agent set out on the reverse hereof (or any
other Fiscal Agent or specified office duly appointed or nominated and notified
to the Noteholders) upon production and surrender of this Talon.


If the Note to which this
Talon relates shall have become due and payable before the original due date
for exchange of this Talon, this Talon shall become void and no exchange shall
be made in respect of it.


ANZ NATIONAL (INTL’L) LIMITED


	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 


On the back:


	
  [Talon No.]

  	
  [ISIN]

  	
  [Series]

  	
  [Serial No.]

  



 


Fiscal
Agent and Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB






Notes


[*The maturity dates of
the relevant Coupons should be set out if known, otherwise reference should be
made to the months and years in which the Interest Payment Dates fall due]



 174
 






 



[**Only required where
the Series comprises Notes of more than one denomination]



 175














 


SCHEDULE 9


FORMS OF RECEIPT


PART A -
ANZBGL RECEIPT


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


(ABN 11 005 357 522)


Euro Medium Term Note Programme


Series No. [    ]


Receipt for the sum of [·] being the instalment of principal payable
in accordance with the Terms and Conditions endorsed on the Note to which this
Receipt relates (the “Conditions”)
on [·].


This Receipt is issued subject to and in accordance with the Conditions
which shall be binding upon the holder of this Receipt (whether or not it is for
the time being attached to such Note) and is payable at the specified office of
any of the Paying Agents set out on the reverse of the Note to which this
Receipt relates (and/or any other or further Paying Agents and/or specified
offices as may from time to time be duly appointed and notified to the
Noteholders).


This Receipt must be presented for payment together with the Note to
which it relates.  If the Note to which
this Receipt relates shall have become due and payable on or before the
maturity date of this Receipt, this Receipt shall become void and no payment
shall be made in respect of it.  The
Issuer shall have no obligation in respect of this Receipt if it is presented
without the Note to which it relates.


[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](14)


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 






(14) This legend can be deleted if the Notes have an initial maturity
of 365 days or less.



 176
 






 



PART B -
ANZNBL RECEIPT


ANZ NATIONAL BANK LIMITED


Euro Medium Term Note Programme


Series No. [    ]


Receipt for the sum of [·] being the instalment of principal payable
in accordance with the Terms and Conditions endorsed on the Note to which this
Receipt relates (the “Conditions”)
on [·].


This Receipt is issued subject to and in accordance with the Conditions
which shall be binding upon the holder of this Receipt (whether or not it is
for the time being attached to such Note) and is payable at the specified
office of any of the Paying Agents set out on the reverse of the Note to which
this Receipt relates (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to
the Noteholders).


This Receipt must be presented for payment together with the Note to
which it relates.  If the Note to which
this Receipt relates shall have become due and payable on or before the
maturity date of this Receipt, this Receipt shall become void and no payment
shall be made in respect of it.  The
Issuer shall have no obligation in respect of this Receipt if it is presented
without the Note to which it relates.


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


ANZ NATIONAL BANK LIMITED


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 



 177
 






 



PART C -
ANZNIL RECEIPT


ANZ NATIONAL (INT’L) LIMITED


Guaranteed by

ANZ NATIONAL BANK LIMITED


Euro Medium Term Note Programme


Series No. [    ]


Receipt for the sum of [·] being the instalment of principal payable
in accordance with the Terms and Conditions endorsed on the Note to which this
Receipt relates (the “Conditions”)
on [·].


This Receipt is issued subject to and in accordance with the Conditions
which shall be binding upon the holder of this Receipt (whether or not it is
for the time being attached to such Note) and is payable at the specified
office of any of the Paying Agents set out on the reverse of the Note to which
this Receipt relates (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to
the Noteholders).


This Receipt must be presented for payment together with the Note to
which it relates.  If the Note to which
this Receipt relates shall have become due and payable on or before the
maturity date of this Receipt, this Receipt shall become void and no payment
shall be made in respect of it.  The
Issuer shall have no obligation in respect of this Receipt if it is presented
without the Note to which it relates.


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


ANZ NATIONAL (INT’L) LIMITED


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 



 178
 






 



SCHEDULE 10


PROVISIONS FOR MEETINGS OF
NOTEHOLDERS


Interpretation


1.                                 In this Schedule:


(a)                                      references to a meeting are to a meeting of
Noteholders of a single Series of Notes and include, unless the context
otherwise requires, any adjournment;


(b)                                     references to “Notes” and “Noteholders”
are only to the Notes of the Series in respect of which a meeting has been, or
is to be, called and to the holders of those Notes, respectively;


(c)                                      “agent”
means a holder of a voting certificate or a proxy for, or representative of, a
Noteholder;


(d)                                     “block
voting instruction” means an instruction issued in accordance with
paragraphs 8 to 14;


(e)                                      “Extraordinary
Resolution” means a resolution passed at a meeting duly convened and
held in accordance with this Agreement by a majority of at least 75 per cent.
of the votes cast;


(f)                                        “voting
certificate” means a certificate issued in accordance with
paragraphs 5, 6 and 7; and


(g)                                     references to persons representing a
proportion of the Notes are to Noteholders or agents holding or representing in
the aggregate at least that proportion in principal amount of the Notes for the
time being outstanding.


Powers of Meetings


2.                                 A meeting shall, subject to the Conditions
and without prejudice to any powers conferred on other persons by this
Agreement, have power by Extraordinary Resolution:


(a)                                      to sanction any proposal by the relevant
Issuer or, where applicable, the Guarantor or any modification, abrogation,
variation or compromise of, or arrangement in respect of, the rights of the
Noteholders in their capacity as Noteholders and/or the Couponholders against
the relevant Issuer or, where applicable, the Guarantor, whether or not those
rights arise under the Notes;


(b)                                     to sanction any proposal by the relevant
Issuer or, where applicable, the Guarantor, for the exchange or substitution
for the Notes of, or the conversion of the Notes into, shares, bonds or other
obligations or securities of the relevant Issuer or any other entity;


(c)                                      to assent to any modification, abrogation,
variation or compromise of this Agreement, the Notes, the Conditions, the
Receipts, the Talons or the 



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Coupons
proposed by the relevant Issuer or, where the Issuer is ANZNIL, the Issuer
together with the Guarantor, or the Fiscal Agent;


(d)                                     to approve any proposal by the Guarantor for
any modification of any provision of the Guarantee of the Notes or any
arrangement in respect of the obligations of the Guarantor thereunder;


(e)                                      to authorise anyone to concur in and do
anything necessary to carry out and give effect to an Extraordinary Resolution
to give any authority, direction or sanction required to be given by
Extraordinary Resolution;


(f)                                        to appoint any persons (whether Noteholders
or not) as a committee or committees to represent the Noteholders’ interests
and to confer on them any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution; and


(g)                                     to approve the substitution of any entity for
the relevant Issuer (or any previous substitute) as principal debtor under this
Agreement,


provided
that the special
quorum provisions in paragraph 20 shall apply to any Extraordinary Resolution
(a “special quorum resolution”)
for the purpose of subparagraphs 2(a) to (f), any of the proposals listed in
Condition 12(a) or any amendment to this proviso.


Convening a Meeting


3.                                 Each Issuer or, where applicable, the
Guarantor may at any time convene a meeting. 
If it receives a written request by Noteholders holding at least 10 per
cent. in principal amount of the Notes of any Series of such Issuer for the
time being outstanding and is indemnified to its satisfaction against all costs
and expenses, such Issuer or, where applicable, the Guarantor shall convene a
meeting of the Noteholders of that Series. 
Every meeting shall be held at a time and place approved by the Fiscal
Agent.


4.                                 At least 21 days’ notice (exclusive of the
day on which the notice is given and of the day of the meeting) shall be given
to the Noteholders.  A copy of the notice
shall be given by the party convening the meeting to the other parties.  The notice shall specify the day, time and
place of meeting and the nature of the resolutions to be proposed and shall
explain how Noteholders may appoint proxies or representatives, obtain voting
certificates and use block voting instructions and the details of the time
limits applicable.


Arrangements for Voting


5.                                 If a holder of a Bearer Note wishes to obtain
a voting certificate in respect of it for a meeting, he must deposit it for
that purpose at least 48 hours before the time fixed for the meeting with a
Paying Agent or to the order of a Paying Agent with a bank or other depositary
nominated by the Paying Agent for the purpose. 
The Paying Agent shall then issue a voting certificate in respect of it.



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6.                                 A voting certificate shall:


(a)                                      be a document in the English language;


(b)                                     be dated;


(c)                                      specify the meeting concerned and the serial
numbers of the Notes deposited; and


(d)                                     entitle, and state that it entitles, its
bearer to attend and vote at that meeting in respect of those Notes.


7.                                 Once a Paying Agent has issued a voting
certificate for a meeting in respect of a Note, it shall not release the Note
until either:


(a)                                      the meeting has been concluded; or


(b)                                     the voting certificate has been surrendered
to the Paying Agent,


8.                                 If a holder of a Bearer Note wishes the votes
attributable to it to be included in a block voting instruction for a meeting,
then, at least 48 hours before the time fixed for the meeting, (i) he must
deposit the Note for that purpose with a Paying Agent or to the order of a
Paying Agent with a bank or other depositary nominated by the Paying Agent for
the purpose and (ii) he or a duly authorised person on his behalf must direct the
Paying Agent how those votes are to be cast. 
The Paying Agent shall issue a block voting instruction in respect of
the votes attributable to all Notes so deposited.


9.                                 A block voting instruction shall:


(a)                                      be a document in the English language;


(b)                                     be dated;


(c)                                      specify the meeting concerned;


(d)                                     list the total number and serial numbers of
the Notes deposited, distinguishing with regard to each resolution between
those voting for and those voting against it;


(e)                                      certify that such list is in accordance with
Notes deposited and directions received as provided in paragraphs 8, 11 and 14;
and


(f)                                        appoint a named person (a “proxy”) to vote at that meeting in respect
of those Notes and in accordance with that list.


A proxy need not be a
Noteholder.


10.                           Once a Paying Agent has issued a block voting
instruction for a meeting in respect of the votes attributable to any Notes:


(a)                                      it shall not release the Notes, except as
provided in paragraph 11, until the meeting has been concluded; and



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(b)                                     the directions to which it gives effect may
not be revoked or altered during the 48 hours before the time fixed for the
meeting.


11.                           If the receipt for a Note deposited with a
Paying Agent in accordance with paragraph 8 is surrendered to the Paying Agent
at least 48 hours before the time fixed for the meeting, the Paying Agent shall
release the Note and exclude the votes attributable to it from the block voting
instruction.


12.                           Each block voting instruction shall be
deposited at least 24 hours before the time fixed for the meeting at the
specified office of the Fiscal Agent or such other place as the relevant issuer
shall designate or approve, and in default it shall not be valid unless the
chairman of the meeting decides otherwise before the meeting proceeds to
business.  If the relevant Issuer
requires, a notarially certified copy of each block voting instruction shall be
provided by the proxy at the meeting but the relevant Issuer need not
investigate or be concerned with the validity of the proxy’s appointment.


13.                           A vote cast in accordance with a block voting
instruction shall be valid even if it or any of the Noteholders instructions
pursuant to which it was executed has previously been revoked or amended,
unless written notice of such revocation or amendment is received from the
relevant Paying Agent by the Fiscal Agent at its specified office (or such
other place as may have been specified by the relevant Issuer for the purpose)
or by the chairman of the meeting in each case at least 24 hours before the
time fixed for the meeting.


14.                           No Note may be deposited with or to the order
of a Paying Agent at the same time for the purposes of both paragraph 5 and
paragraph 8 for the same meeting.


15.                           A holder of a Registered Note may, by an
instrument in writing in the form available from the specified office of a
Transfer Agent in the English language executed by or on behalf of the holder
and delivered to the Transfer Agents at least 24 hours before the time fixed
for a meeting, appoint any person (a “proxy”)
to act on his behalf in connection with that meeting.  A proxy need not be a Noteholder.


16.                           A corporation which holds a Registered Note
may, by delivering to a Transfer Agent at least 24 hours before the time fixed
for a meeting a certified copy of a resolution if its directors or other
governing body (with, if it is not in English, a certified translation into
English), authorise any person to act as its representative (a “representative”) in connection with that
meeting.


Chairman


17.                           The chairman of a meeting shall be such person
as the relevant Issuer or, where applicable, the Guarantor (or, if more than
one, as they may choose between them) may nominate in writing, but if no such
nomination is made or if the person nominated is not present within 15 minutes
after the time fixed for the meeting the Noteholders or agents present shall
choose one of their number to be chairman, failing which the relevant Issuer
or, where applicable, the Guarantor may appoint a chairman.  The 



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chairman
need not be a Noteholder or agent.  The
chairman of an adjourned meeting need not be the same person as the chairman of
the original meeting.


Attendance


18.                           The following may attend and speak at a
meeting:


(a)                                      Noteholders and agents;


(b)                                     the chairman;


(c)                                      each Issuer, the Fiscal Agent, and, where applicable,
the Guarantor (through their respective representatives) and their respective
financial and legal advisers; and


(d)                                     the Dealers and their advisers.


No-one else may attend or
speak.


Quorum and Adjournment


19.                           No business (except choosing a chairman)
shall be transacted at a meeting unless a quorum is present at the commencement
of business.  If a quorum is not present
within 15 minutes from the time initially fixed for the meeting, it shall, if
convened on the requisition of Noteholders, be dissolved.  In any other case it shall be adjourned until
such date, not less than 14 nor more than 42 days later, and time and place as
the chairman may decide.  If a quorum is
not present within 15 minutes from the time fixed for a meeting so adjourned,
the meeting shall be dissolved.


20.                           Two or more Noteholders or agents present in
person shall be a quorum:


(a)                                      in the cases marked “No minimum proportion”
in the table below, whatever the proportion of the Notes which they represent;


(b)                                     in any other case, only if they represent the
proportion of the Notes shown by the table below:


	
  

  	
   

  	
  Required proportion of principal amount of
  Notes outstanding

  
	
  Purpose of
  meeting

  	
   

  	
  Any meeting except one referred

  to in next column

  	
   

  	
  Meeting previously adjourned 

  through want of a quorum

  
	
  To pass a resolution in
  connection with the matters listed in, or referred to in, paragraph 2 of this
  Schedule, including the proposals listed in Condition 12(a)

  	
   

  	
  A clear majority

  	
   

  	
  33 per cent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Any other purpose

  	
   

  	
  A clear majority

  	
   

  	
  No minimum proportion

  



21.                           The chairman may with the consent of (and
shall if directed by) a meeting adjourn the meeting from time to time and from
place to place.  Only business which
could have 



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been transacted at the original meeting may be transacted at a meeting
adjourned in accordance with this paragraph or paragraph 20.


22.                           At least 10 days’ notice of a meeting
adjourned through want of a quorum shall be given in the same manner as for an
original meeting and that notice shall state the quorum required at the
adjourned meeting.  No notice need,
however, otherwise be given of an adjourned meeting.


Voting


23.                           Each question submitted to a meeting shall be
decided by a show of hands unless a poll is (before, or on the declaration of
the result of, the show of hands) demanded by the chairman, the relevant Issuer
or one or more persons representing 2 per cent. of the Notes.


24.                           Unless a poll is demanded a declaration by
the chairman that a resolution has or has not been passed shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
cast in favour of or against it.


25.                           If a poll is demanded, it shall be taken in
such manner and (subject as provided below) either at once or after such
adjournment as the chairman directs.  The
result of the poll shall be deemed to be the resolution of the meeting at which
it was demanded as at the date it was taken. 
A demand for a poll shall not prevent the meeting continuing for the
transaction of business other than the question on which it has been demanded.


26.                           A poll demanded on the election of a chairman
or on a question of adjournment shall be taken at once.


27.                           On a show of hands every person who is
present in person and who produces a Bearer Note, a Certificate of which he is
the registered holder or a voting certificate or is a proxy or representative
has one vote.  On a poll every such
person has one vote in respect of each principal amount equal to the minimum
denomination of such Series of Notes so produced or represented by the voting
certificate so produced or for which he is a proxy or representative.  Without prejudice to the obligations of
proxies, a person entitled to more than one vote need not use them all or cast
them all in the same way.


28.                           In case of equality of votes the chairman
shall both on a show of hands and on a poll have a casting vote in addition to
any other votes which he may have.


Effect and publication of an Extraordinary Resolution


29.                           An Extraordinary Resolution shall be binding
on all the Noteholders, whether or not present at the meeting, and on all the
Coupon holders and each of them shall be bound to give effect to it
accordingly.  The passing of such a
resolution shall be conclusive evidence that the circumstances justify its
being passed.  The relevant Issuer (or
each of them, as the case may be) shall give notice of the passing of an
Extraordinary Resolution to Noteholders within 14 days but failure to do so
shall not invalidate the resolution.



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Minutes


30.                           Minutes shall be made of all resolutions and
proceedings at every meeting and, if purporting to be signed by the chairman of
that meeting or of the next succeeding meeting, shall be conclusive evidence of
the matters in them.  Until the contrary
is proved every meeting for which minutes have been so made and signed shall be
deemed to have been duly convened and held and all resolutions passed or
proceedings transacted at it to have been duly passed and transacted.


31.                           The holder of a Global Note shall (unless
such Global Note represents only one Note) be treated as two persons for the
purposes of any quorum requirements of a meeting of Noteholders.



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SCHEDULE 11


Forms Of
Exercise Notice For Redemption Option


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED

(as Issuer)

(ABN 11 005 357 522)

ANZ NATIONAL BANK LIMITED

(as Issuer and Guarantor of Notes issued by 

ANZ National (Int’l) Limited)

ANZ NATIONAL (INT’L) LIMITED

(as Issuer)


U.S.$45,000,000,000

Euro Medium Term Note Programme


Issuer [·]


Series
No. [·]


By depositing this duly
completed Notice with any Paying Agent or Transfer Agent for the Notes of the
above Series (the “Notes”) the
undersigned holder of such of the Notes as are, or are represented by the
Certificate that is, surrendered with this Notice and referred to below
irrevocably exercises its option to have such Notes, or the principal amount of
Notes specified below redeemed on [·]
under Condition 6(e) of the Notes.


This Notice relates to
Notes in the aggregate principal amount of [·],
in the case of Definitive Notes bearing the following certificate numbers: [·]


If the Notes (or the
Certificate representing them) to which this Notice relates are to be returned,
or, in the case of a partial exercise of an option in respect of a single
holding of Registered Notes, a new Certificate representing the balance of such
holding in respect of which no option has been exercised is to be issued, to
their holder, they should be returned by post to: [·](1)


Payment Instructions


Please make payment in
respect of the above Notes as follows:


*(a) by [currency] cheque
drawn on a bank in [the Principal Financial Centre of the currency](2) and mailed to the *[above
address/address of the holder appearing in the Register].


*(b) by transfer to the
following [currency] account:






(1)          The Agency Agreement provides that Notes or
Certificates so returned or Certificates issued will be sent by post, uninsured
and at the risk of the Noteholder, unless the Noteholder otherwise requests and
pays the costs of such insurance in advance to the relevant Agent.  This section need only be completed, in
respect of Registered Notes if the Certificate is not to be forwarded to the
Registered Address.  


*                 Delete as appropriate



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Bank:


Branch Address:


Branch Code:


Account Number:


Account Name:


Signature of holder:                                                             Certifying
signature(3):


[To be completed by
recipient Paying Agent or Transfer Agent]


Received by:


[Signature and stamp of Paying
Agent or Transfer Agent](3)


At its office at: [·]


On: [·]






(2)          Or
in the case of euro, any city in the European Union.


(3)          The
signature of any person relating to Registered Notes shall conform to a list of
duly authorised specimen signatures supplied by the holder of such Notes or (if
such signature corresponds with the name as it appears on the face of the
Certificate) be certified by a notary public or a recognised bank or be
supported by such other evidence as a Transfer Agent may reasonably require.  A representative of the holder should state
the capacity in which he signs.


This Exercise Notice is not valid unless all of the paragraphs
requiring completion are duly completed.


The Agent with whom the above Notes or Certificates are deposited shall
not in any circumstances be liable to the depositing Noteholder or any other
person for any loss or damage arising from any act, default or omission of such
Agent in relation to the Notes. 
Certificates or any of them unless such loss or damage was caused by the
fraud or negligence of such Agent or its directors, officers or employees.



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SCHEDULE 12


REGULATIONS
CONCERNING THE TRANSFER AND REGISTRATION OF REGISTERED NOTES


These provisions are
applicable separately to each Series of Notes.


1.                                 Each
Certificate shall represent an integral number of Registered Notes.


2.                                 Unless
otherwise requested by him and agreed by the relevant Issuer and, where
applicable, the Guarantor and save as provided in the Conditions, each holder
of more than one Registered Note shall be entitled to receive only one
Certificate in respect of his holding.


3.                                 Unless
otherwise requested by them and agreed by the relevant Issuer and, where
applicable, the Guarantor, and save as provided in the Conditions, the joint
holders of one or more Registered Notes shall be entitled to receive only one
Certificate in respect of their joint holding which shall, except where they
otherwise direct, be delivered to the joint holder whose name appears first in
the register of the holders of Registered Notes in respect of the joint
holding.  All references to “holder”, “transferor” and
“transferee” shall include joint
holders, transferors and transferees.


4.                                 The
executors or administrators of a deceased holder of Registered Notes (not being
one of several joint holders) and, in the case of the death of one or more
joint holders, the survivor or survivors of such joint holders shall be the
only persons recognised by the relevant Issuer as having any title to such
Registered Notes.


5.                                 Any
person becoming entitled to Registered Notes in consequence of the death or
bankruptcy of the holder of such Registered Notes may, upon producing such
evidence that he holds the position in respect of which he proposes to act
under this paragraph or of his title as the Transfer Agent or the Registrar
shall require (including legal opinions), be registered himself as the holder
of such Registered Notes or, subject to the preceding paragraphs as to
transfer, may transfer such Registered Notes. 
The relevant Issuer, the Guarantor (if applicable), the Transfer Agents
and the Registrar may retain any amount payable upon the Registered Notes to
which any person is so entitled until such person shall be so registered or
shall duly transfer the Registered Notes.


6.                                 Upon
the initial presentation of a Certificate representing Registered Notes to be
transferred or in respect of which an option is to be exercised or any other
Noteholders right to be demanded or exercised, the Transfer Agent or the
Registrar to whom such Note is presented shall request reasonable evidence as
to the identity of the person (the “Presentor”) who
has executed the form of transfer on the Certificate or other accompanying
notice or documentation, as the case may be, if such signature does not conform
to any list of duly authorised specimen signatures supplied by the registered
holder.  If the signature corresponds
with the name of the registered holder, such evidence may take the form of a
certifying signature by a notary public or a recognised bank.  If the Presentor is not the registered holder
or is not one of the persons included on any list of duly authorised persons
supplied by the registered holder, the Transfer 



 188
 






 



Agent or Registrar
shall require reasonable evidence (which may include legal opinions) of the authority
of the Presentor to act on behalf of, or in substitution for, the registered
holder in relation to such Registered Notes.



 189
 






 



SCHEDULE 13


Accountholder
Certificate Of Non-U.S. Citizenship and Residency


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED

(as Issuer)

(ABN 11 005 357 522)

ANZ NATIONAL BANK LIMITED

(as Issuer and Guarantor of Notes issued by 

ANZ National (Int’l) Limited)

ANZ NATIONAL (INT’L) LIMITED

(as Issuer)


U.S.$45,000,000,000

Euro Medium Term Note Programme


(the “Securities”)


This is to certify that
as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income tax regardless of its source (“United
States person(s)”), (ii) are owned by United States person(s) that
(A) are the foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations §1.165-12(c)(l)(v)) (“financial
institutions”) purchasing for their own account or for resale, or
(B) acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (A) or (B), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise the Issuer or the Issuer’s agent that it will
comply with the requirements of §.165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in U.S. Treasury Regulations
§.1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is further to
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.


If the Securities are of
the category contemplated in Section 230.903(c)(3) of Regulation S under
the United States Securities Act of 1933, as amended (the “Act”)
then this is also to certify that, except as set forth below, the Securities
are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who
purchased the Securities in transactions which did not require registration
under the Act. As used in this paragraph the term “U.S. person”
has the meaning given to it by Regulation S under the Act.



 190
 






 



As used herein, “United States” means the United States of America (including
the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.


We undertake to advise
you promptly by tested telex on or prior to the [proposed date for exchange of
the Temporary Global Note/relevant Interest Payment Date in respect of the
Temporary Global Note] to which this certificate relates if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.


This certification
excepts and does not relate to [·]
in principal amount of such Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.


We understand that this
certificate is required in connection with certain tax laws and, if applicable,
certain securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would
be relevant, we irrevocably authorise you to produce this certificate to any
interested party in such proceedings.


Dated: [·]


The account holder, as,
or as agent for, the beneficial owner(s) of the Securities to which this
Certificate applies.


	
  By:

  	
   

  	
   

  



 



 191
 






 



SCHEDULE 14


Clearing
System Certificate Of Non-U.S. Citizenship And Residency


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED

(as Issuer)

(ABN 11 005 357 522)

ANZ NATIONAL BANK LIMITED

(as Issuer and Guarantor of Notes issued by 

ANZ National (Int’l) Limited)

ANZ NATIONAL (INT’L) LIMITED

(as Issuer)


U.S.$45,000,000,000

Euro Medium Term Note Programme


(the “Securities”)


This is to certify that,
based solely on certifications we have received in writing, by tested telex or
by electronic transmission from member organisations appearing in our records
as persons being entitled to a portion of the principal amount set forth below
(our “Member Organisations”) substantially to
the effect set forth in the Agency Agreement, as of the date hereof, [•] principal amount of the
above-captioned Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States federal
income tax on a net basis in respect of income or gain, or a trust that account
within the United States can exercise primary supervision over and that one
more United States persons has the authority to control all substantial
decisions of (“United States persons”), (ii) is
owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations
§.1.165-12(c)(I)(v) (“financial institutions”)
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer’s agent that it will comply with the
requirements of §.165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations
§.1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.


If the Securities are of
a category contemplated in Section 230.903(c)(3) of Regulation S under the
United States Securities Act of 1933, as amended (the “Act”)
then this is also to certify with respect to such principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from 



 192
 






 



our Member Organisations
entitled to a portion of such principal amount, certifications with respect to
such portion, substantially to the effect set forth in the Agency Agreement.


We further certify (i)
that we are not making available herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest in respect of) the Global
Security excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organisations to the
effect that the statements made by such Member


Organisations with
respect to any portion of the part submitted herewith for exchange (or, if
relevant, exercise of any rights or collection of any interest) are no longer
true and cannot be relied upon as at the date hereof.


We understand that this
certification is required in connection with certain tax laws and, if
applicable, certain securities laws of the United States.  In connection therewith, if administrative or
legal proceeds are commenced or threatened in connection with which this certification
is or would be relevant, we irrevocably authorise you to produce this
certification to any interested party in such proceedings.


Date: [·]*


Yours faithfully


[EUROCLEAR BANK S.A./N.V.


as Operator of the
Euroclear System]


or


[CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME]


By:






*[Not earlier than the
Exchange Date as defined in the Temporary Global Note.]



 193