Exhibit 4.1


 


EXECUTION VERSION


 


 


FOURTH SUPPLEMENTAL INDENTURE



between



WESTPAC BANKING CORPORATION



and



THE BANK OF NEW YORK MELLON



as Trustee



Dated as of November 16, 2020


 






     


     


    

 





FOURTH SUPPLEMENTAL INDENTURE


 


FOURTH SUPPLEMENTAL
INDENTURE, dated as of November 16, 2020 (the “Fourth Supplemental Indenture”), between WESTPAC BANKING
CORPORATION (ABN 33 007 457 141), a company incorporated in the Commonwealth of Australia under the Corporations Act 2001 of Australia
and registered in New South Wales (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation,
as trustee (the “Trustee”).


 


RECITALS:


 


WHEREAS, the Company
and the Trustee are parties to a Third Amended and Restated Subordinated Indenture, dated as of November 9, 2018 (the “Base
Indenture” and, as supplemented by this Fourth Supplemental Indenture, the “Indenture”), relating
to the issuance from time to time by the Company of Securities in one or more series as therein provided;


 


WHEREAS, Section 11.1(5)
of the Base Indenture provides that the Company may enter into a supplemental indenture to establish the forms or terms of Securities
of any series as permitted by Sections 2.1 and 3.1 therein;


 


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


 


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


 


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


 


Article
I

DEFINITIONS


 


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


 


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


 


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


 






    2


     


    

 


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


 


Article
II

THE Notes


 


Section 2.01       
Title of Securities. There shall be a series of Securities of the Company designated the “2.668% Subordinated
Notes due 2035” (the “Notes”).


 


Section 2.02       
Limitation of Aggregate Outstanding Principal Amount. The aggregate Outstanding Principal Amount of the Notes shall
initially be limited to US$1,500,000,000. The Company may from time to time, without the consent of the Holders of the Notes, create
and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for the
Issue Date, the issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon
(“Additional Notes”). Additional Notes issued in this manner will be consolidated with, and will form a single
series with, the Notes, unless such Additional Notes will not be treated as fungible with the Notes for U.S. federal income tax
purposes. The Notes and any such Additional Notes would rank equally and ratably.


 


Section 2.03       
Principal Payment Date. The Outstanding Principal Amount of the Notes (together with any accrued and unpaid interest)
shall be payable in a single installment on November 15, 2035 which date shall be the Stated Maturity of the Notes.


 


Section 2.04       
Interest and Interest Rates.


 


(a)       From
and including November 16, 2020 (the “Issue Date”), to but excluding the interest payment date on November
15, 2030 (the “Reset Date”), the Notes will bear interest on the Outstanding Principal Amount at a rate of
2.668% per year, and on and after the Reset Date until the Outstanding Principal Amount of the Notes shall have been paid or
duly provided for, the Notes will bear interest on the Outstanding Principal Amount at a fixed rate per year equal to the
5-Year U.S. Treasury Rate plus the Spread (rounded to three decimal places with 0.0005 rounded upwards) (each as defined
below). Interest will accrue on a Note from and including the Issue Date. Interest on the Notes shall be payable
semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. Interest on a Note will be paid
to the Person in whose name that Note was registered at the close of business on the April 30 and October 31, as the case may
be, whether or not a Business Day, prior to the applicable Interest Payment Date, except that in the case of the Interest
Payment Date that is also the Stated Maturity of the Notes, the interest due on such date will be paid to the Person to whom
principal is payable upon surrender of such Note at a Place of Payment. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The amount of interest payable for any period less than a full interest period shall
be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual days elapsed in a partial month
in such period. Subject to Section 6.1(b) of the Indenture, any payment of principal or interest required to be made on an
Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day, and no interest will
accrue on that payment for the period from and after such Interest Payment Date to the date of payment on the next succeeding
Business Day. For purposes of the Notes, “Business Day” means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or London, United
Kingdom are authorized or obligated by law or executive order to close.


 






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(b)        “5-Year
U.S. Treasury Rate” is calculated by the calculation agent as an interest rate expressed as a percentage determined to
be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in
the most recent H.15.


 


(c)        “H.15”
means the daily statistical release designated as such, or any successor publication, published by the Board of Governors of the
United States Federal Reserve System that establishes yield on actively traded U.S. Treasury securities under the caption “Treasury
constant maturities”, or any successor site or publication that establishes yield on actively traded U.S. Treasury securities,
and “most recent H.15” means the H.15 which includes a yield to maturity for U.S. Treasury securities with a
maturity of five years published closest in time but prior to the Reset Determination Date.


 


(d)       “Reset
Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in Sydney, Australia, New York, New York and London,
United Kingdom.


 


(e)       “Reset
Determination Date” means the second Reset Business Day immediately preceding the Reset Date.


 


(f)       “Spread”
means 1.750 per cent per year, being the difference between the re-offer yield on November 9, 2020 and the Benchmark 10-Year Treasury
Yield at the time of pricing on November 9, 2020.


 


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


 


Section 2.06       
Redemption. The Company shall have the right to redeem the Notes pursuant to Sections 13.1 and 13.6 of the Indenture.


 






    4


     


    

 


Section 2.07       
Form. The Notes shall be issued initially as Registered Securities (as defined in the Indenture) in the form of one
or more permanent notes in global form, without coupons, substantially in the form attached hereto as Exhibit A, deposited with
The Bank of New York Mellon, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
provided in the Indenture.


 


Section 2.08       
Denomination. The Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in
excess thereof. The Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans
as the Officers of the Company executing the same may determine with the approval of the Trustee.


 


Section 2.09       
Depositary. The Depository Trust Company shall be the initial Depositary for the Notes, until a successor shall have
been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary”
shall mean or include such successor.


 


Section 2.10       
Discharge. The provisions of Article VII of the Indenture will apply to the Notes.


 


Section 2.11       
Status, Non-Viability, Conversion and Write-off. The provisions of Articles IV, V and VI of the Indenture will apply
to the Notes.


 


Article
III

MISCELLANEOUS


 


Section 3.01       
Integral Part; Effect of Supplement on Indenture. This Fourth Supplemental Indenture constitutes an integral part
of the Indenture. Except for the supplements made by this Fourth Supplemental Indenture, the Base Indenture shall remain in full
force and effect as executed.


 


Section 3.02       
Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Fourth Supplemental Indenture, is
in all respects hereby adopted, ratified and confirmed.


 


Section 3.03       
Trustee Not Responsible for Recitals. The recitals in this Fourth Supplemental Indenture shall be taken as statements
of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or adequacy of this Fourth Supplemental Indenture.


 






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Section 3.04       
Counterparts. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall
be an original but such counterparts shall together constitute but one instrument.


 


Section 3.05       
Separability. In case any provision of this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.06       
Governing Law. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws
of the State of New York, including all matters of construction, validity and performance, without regard to conflict of law principles,
except for the provisions relating to Articles IV, V and VI of the Base Indenture and any provisions of the Base Indenture and
the Notes which relate to, or define terms used in, such Articles, which shall be governed by and construed in accordance with
the laws of the State of New South Wales, Commonwealth of Australia.


 


[signature page follows]


 






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


 


	 	WESTPAC BANKING CORPORATION
	 	 
	 	By:	 /s/ Yvette Adiguzel
	 	 	Name:	 Yvette Adiguzel
	 	 	Title:	Tier 1 Attorney
	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	By:	 /s/ Laurence J. O’Brien
	 	 	Name:	 Laurence J. O’Brien
	 	 	Title:	Vice President




 






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Exhibit A


 





(FORM OF FACE OF NOTE)


 


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


 


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


 


	No.	 	CUSIP No.
	 	 	ISIN No.



WESTPAC BANKING CORPORATION


 


2.668% Subordinated Note due 2035


 


WESTPAC BANKING
CORPORATION, a company incorporated in the Commonwealth of Australia under the Corporations Act 2001 of the Commonwealth of
Australia and registered in New South Wales (the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay
to                           
or registered assigns, the principal sum
of                                      
(US$            ) (such initial principal amount being the
Outstanding Principal Amount at the Issue Date (as defined below) under paragraph (a) of the definition of Outstanding
Principal Amount in the Indenture) as such initial principal amount may be reduced due to Conversion or Write-off upon the
occurrence of a Non-Viability Trigger Event in accordance with Article V and Article VI of the Indenture or otherwise reduced
in accordance with paragraph (c) of the definition of Outstanding Principal Amount in the Indenture, on November 15, 2035
(the “Stated Maturity”). From and including November 16, 2020 (the “Issue Date”), to
but excluding the interest payment date on November 15, 2030 (the “Reset Date”), this Note will bear
interest on the Outstanding Principal Amount at a rate of 2.668% per year, and on and after the Reset Date until the
Outstanding Principal Amount of the Notes shall have been paid or duly provided for, this Note will bear interest on the
Outstanding Principal Amount at a fixed rate per year equal to the 5-Year U.S. Treasury Rate plus the Spread (rounded to
three decimal places with 0.0005 rounded upwards) (each as defined below). Interest will accrue on this Note from and
including the Issue Date. Interest on the Notes shall be payable semi-annually in arrears on May 15 and November 15 of each
year (each such date, an “Interest Payment Date”), beginning on May 15, 2021. Interest will be computed on
the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period less than a
full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual days
elapsed in a partial month in such period. Subject to Section 6.1(b) of the Indenture, any payment of principal or interest
required to be made on an Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day,
and no interest will accrue on that payment for the period from and after such Interest Payment Date to the date of payment
on the next succeeding Business Day. For purposes hereof, “Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or
London, United Kingdom are authorized or obligated by law or executive order to close.


 





 



1
Insert in Global Notes only


 






    A-1


     


    

 


“5-Year U.S.
Treasury Rate” is calculated by the calculation agent as an interest rate expressed as a percentage determined to be
the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in the
most recent H.15.


 


“H.15”
means the daily statistical release designated as such, or any successor publication, published by the Board of Governors of the
United States Federal Reserve System that establishes yield on actively traded U.S. Treasury securities under the caption “Treasury
constant maturities”, or any successor site or publication that establishes yield on actively traded U.S. Treasury securities,
and “most recent H.15” means the H.15 which includes a yield to maturity for U.S. Treasury securities with a
maturity of five years published closest in time but prior to the Reset Determination Date.


 






    A-2


     


    

 


“Reset Business
Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in Sydney, Australia, New York, New York and London, United
Kingdom.


 


“Reset Determination
Date” means the second Reset Business Day immediately preceding the Reset Date.


 


“Spread”
means 1.750 per cent per year, being the difference between the re-offer yield on November 9, 2020 and the Benchmark 10-Year Treasury
Yield at the time of pricing on November 9, 2020.


 


Interest
on this Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the close of business on the April 30 or October 31 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date, at the office or agency maintained for such purpose pursuant to the Indenture;
provided, however, that at the option of the Company, interest on this Note may be paid (i) by check mailed to the address
of the Person entitled thereto as it shall appear on the Register or (ii) to a Holder of US$1,000,000 or more in aggregate
Outstanding Principal Amount of the Notes by wire transfer to an account maintained by the Person entitled thereto as specified
in the Register. Any interest on this Note which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest shall instead be payable to the Person in whose name this Note is registered on the Special Record Date or other specified
date in accordance with the Indenture. Notwithstanding the foregoing, interest payable on an Interest Payment Date that is also
the Stated Maturity of this Note will be paid at such office or agency to the Person to whom the principal hereof is payable, upon
surrender of this Note at such office or agency.


 


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


 


The provisions of this
Note, including the provisions relating to Conversion or possible Write-off upon the occurrence of a Non-Viability Trigger Event,
are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully
set forth at this place.


 






    A-3


     


    

 





IN WITNESS WHEREOF, the Company has caused
this instrument to be executed on this ___ day of _______________, 20___.


 


	 	WESTPAC BANKING CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	The Bank of New York Mellon, as Trustee
	 	 	 
	Dated:	 	 	By:	 
	 	 	Authorized Signatory




 






    A-4


     


    

 





(FORM OF REVERSE OF NOTE)


 


This Note is one of
a duly authorized series of securities of the Company, issued and to be issued in one or more series under and pursuant to a Third
Amended and Restated Subordinated Indenture, dated as of November 9, 2018 (the “Base Indenture”), duly executed
and delivered between the Company and The Bank of New York Mellon, as trustee (the “Trustee”, which term includes
any successor trustee under the Indenture (as defined below)), as supplemented by the Fourth Supplemental Indenture, dated as of
November 16, 2020, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with
the Base Indenture, the “Indenture”), to which Indenture and all Indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face hereof (the “Notes”).
The Notes are issued pursuant to the Indenture and are limited in aggregate Outstanding Principal Amount to US$1,500,000,000; provided,
however, that the Company may from time to time, without the consent of the Holders of the Notes, create and issue additional
notes having the same terms and conditions as the Notes in all respects or in all respects except for the Issue Date, the issue
price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes
issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will
not be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank
equally and ratably.


 


In accordance with
Articles V and VI of the Indenture, this Note is subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or
possible Write-off. If this Note is Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion
Number will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received
is likely to be significantly less than the Outstanding Principal Amount of this Note. The Australian Dollar may depreciate in
value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply.
If Conversion of this Note (or a percentage of the Outstanding Principal Amount of this Note) does not occur for any reason within
five ASX Business Days after the Non-Viability Trigger Event Date, this Note (or a percentage of the Outstanding Principal Amount
of this Note to be Converted) will be Written-off and the Holder’s rights in relation to this Note (including with respect
to payments of interest or accrued interest, and the repayment of Outstanding Principal Amount and, upon Conversion, the receipt
of Ordinary Shares issued in respect of this Note) will be immediately and irrevocably written-off and terminated with effect on
and from the Non-Viability Trigger Event Date.


 






    A-5


     


    

 


In the case of Conversion,
the Company will allot and issue to each Holder of this Note the Conversion Number of Ordinary Shares for this Note (subject always
to the Conversion Number being no greater than the Maximum Conversion Number).


 


Conversion Number means:


 


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


where:


 


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


 


P means 0.99


 


VWAP means the
VWAP during the VWAP Period, as adjusted in accordance with Article VI of the Indenture


 


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


 


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


where:


 


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


 


Issue Date VWAP
means the VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares took place immediately preceding but
not including the Issue Date of this Note, as adjusted in accordance with Article VI of the Indenture.


 






    A-6


     


    

 


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


 


In accordance with
Section 5.4(a) of the Indenture, subject to any Write-off, the Holder of this Note (including each holder of beneficial interests
in this Note in global form) by its purchase or holding of this Note shall be deemed to have irrevocably agreed that, upon Conversion,
it consents to becoming a holder of Ordinary Shares and agrees to be bound by the constitution of the Company.


 


In accordance with
Section 6.10 of the Indenture, Ordinary Shares issuable upon Conversion may be sold for the benefit of the Holder of this Note.


 


In accordance with
Sections 13.1 and 13.6 of the Indenture, pursuant to the procedures set forth in Article XIII of the Indenture, if the Company
has received the prior written approval of APRA (approval is at the discretion of APRA and may or may not be given), the Company
may redeem the Notes, in whole, but not in part, at its option on the Reset Date, and upon the occurrence of an Adverse Tax Event
or a Regulatory Event, provided that the Company has obtained, in the case of an Adverse Tax Event, a supporting opinion of legal
or tax advisers of recognized standing in Australia (or, if a Relevant Transaction occurs and the home jurisdiction for tax purposes
of such other entity is not Australia, legal or tax advisers of recognized standing in such other jurisdiction) or, in the case
of a Regulatory Event, a supporting opinion of advisers of recognized standing in Australia or confirmation from APRA, and (i)
before or concurrently with such redemption, the Company replaces this Note with a capital instrument which is of the same or better
quality (for the purposes of the Prudential Standards) than this Note and the replacement of this Note is done under conditions
that are sustainable for the income capacity of the Company (for the purposes of the Prudential Standards), or (ii) the
Company obtains confirmation from APRA that APRA is satisfied having regard to the capital position of the Company and the Group
that the Company does not have to replace this Note.


 


Before the Company
may redeem this Note, the Company must give the Holder of this Note at least 30 days’ written notice and not more than 60
days’ written notice of its intention to redeem this Note. Upon surrender of this Note for redemption in accordance with
said notice, this Note shall be paid by the Company at the Redemption Price for this Note, which shall equal 100% of the Outstanding
Principal Amount of this Note. Except as provided in the next succeeding paragraph, the Company will pay to the Holder of this
Note redeemed in accordance with Article XIII of the Indenture accrued but unpaid interest to, but excluding, the Redemption Date.


 






    A-7


     


    

 


If this Note is called
for redemption and shall not be so paid upon surrender hereof for redemption, the Outstanding Principal Amount shall, until paid,
bear interest from the Redemption Date at the rate prescribed herein.


 


In the event of the
occurrence of any Event of Default, no remedy against the Company (including, without limitation, any right to sue for a sum of
damages which has the same economic effect as an acceleration of the Company’s payment obligations) shall be available to
the Trustee or any Holder of this Note for the recovery of amounts owing in respect of this Note or in respect of any breach by
the Company of any obligation, condition or provision binding on it under the terms of this Note other than as set forth in the
Base Indenture. A Holder of this Note has no right to accelerate payment or exercise any other remedies (including any right to
sue for damages) as a consequence of any default other than as set forth in the Base Indenture. In the event of a Winding-Up in
Australia (but not in any other jurisdiction), this Note will become immediately due and payable, unless it has been Converted
or Written-off. This shall be the only circumstance in which the payment of principal on this Note may be accelerated.


 


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


 


		(1)	any tax, duty, assessment or other governmental charge that would not have been imposed but for
the fact that the Holder, or the beneficial owner, of this Note was a resident, domiciliary or national of, or engaged in business
or maintained a permanent establishment or was physically present in, the Commonwealth of Australia or any political subdivision
or taxing authority thereof or therein or otherwise had some connection with the Commonwealth of Australia or any political subdivision
or taxing authority thereof or therein other than merely holding this Note or receiving payments under this Note;



 


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



 






    A-8


     


    

 


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



 


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



 


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



 


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



 


		(7)	any tax, duty, assessment or other governmental charge that would not have been imposed but for
the Holder, or the beneficial owner, of this Note being an associate of the Company’s for purposes of Section 128F of the
Income Tax Assessment Act 1936 of the Commonwealth of Australia, as amended, or any successor act (the “Australian Tax
Act”) (other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of
a registered scheme under the Corporations Act 2001 of the Commonwealth of Australia, as amended, or any successor act);



 


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



 


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



 






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		(10)	any tax, duty, assessment or other governmental charge arising under or in connection with Section
1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended, including any regulations or official interpretations issued,
agreements (including, without limitation, intergovernmental agreements) entered into or non-U.S. laws enacted with respect thereto
(“FATCA”); or



 


		(11)	any combination of the foregoing.



 


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


 


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


 


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


 


All references in this
Note to the payment of the principal of or interest on this Note shall be deemed to include the payment of additional amounts to
the extent that, in that context, additional amounts are, were or would be payable as provided above.


 






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The Indenture contains
provisions permitting the Company and the Trustee, with the written consent of the Holders of not less than a majority of the aggregate
Outstanding Principal Amount (calculated as provided in the Indenture) of the Securities of each series adversely affected thereby
to add any provisions to or to change or eliminate any provisions of the Indenture or any supplemental indenture or to modify the
rights of the Holders of the Securities of each such series, provided that, without the consent of the Holder of each Outstanding
Security so affected, no such modification shall (a) change the Stated Maturity of the principal of, or any instalment of
interest on, any Security, provided that the Stated Maturity for the Securities may not be earlier than the fifth anniversary of
the Issue Date of such series of Securities or reduce the Outstanding Principal Amount of any Security or the rate of interest
thereon payable upon the redemption thereof, or change the coin or currency in which any Security or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Security (or,
in the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in Outstanding Principal Amount
of the Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder
and their consequences) provided for in the Indenture, or (c) change any obligation of the Company to maintain an office
or agency in the places and for the purposes specified in Section 12.2 of the Indenture, or (d) except to the extent provided
in Section 11.1(8) of the Indenture, make any change in Section 8.2, 8.7, 8.10 or 11.2 of the Indenture except to increase any
percentage or to provide that certain other provisions of the Indenture cannot be modified or waived except with the consent of
the Holders of each Outstanding Security affected thereby, or (e) modify any Conversion or Write-off provision, or (f)
modify the provisions of Article IV of the Indenture with respect to the subordination of Outstanding Securities of any series
in a manner adverse to the Holders thereof. In addition, no amendment to the terms and conditions of a Security that at the time
of such amendment qualifies as Tier 2 Capital is permitted without the prior written consent of APRA if such amendment may affect
the eligibility of the Notes as Tier 2 Capital as described in the Prudential Standards. Any such consent given by the Holder of
this Note shall be conclusive and binding upon such Holder and all future Holders of this Note and of any Notes issued on registration
hereof, the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this
Note.


 


Upon surrender for
registration of transfer of this Note, the Company shall execute and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, a new Note or Notes of like tenor and authorized denominations for an equal aggregate
Outstanding Principal Amount in exchange herefor, subject to the limitations provided in the Indenture. Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required by the Company, the Registrar or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Registrar and the
Trustee duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any
registration of transfer or for any exchange of this Note, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration or transfer or exchange of this Note,
other than exchanges pursuant to Section 3.4 of the Indenture not involving any transfer.


 






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


 


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


 


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


 


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


 


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


 


THE
INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES, except for Articles IV, V and VI of the Base Indenture,
AND THE PROVISIONS OF THIS NOTE RELATING TO ARTICLES IV, V AND VI of the BASE Indenture, which shall be governed by and construed
in accordance with the laws of the State of New South Wales, Commonwealth of Australia.


 





 



2
Insert in Global Notes only


 






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TRANSFER NOTICE


 


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


 


Insert Taxpayer Identification No.


 


 


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


 


 


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


 


	Your Signature:	 
	 	 
	By:	 	 
	 	 
	Date:	 	 
	 	 
	Signature Guarantee:	 
	 	 
	By:	 	 
	 	(Participant in a Recognized Signature Guaranty Medallion Program)	 
	 	 
	Date:	 	 




 






    A-13