Exhibit
4.1


 


Execution
Version


 


 


THIRTY-FIRST SUPPLEMENTAL INDENTURE


 


between


 


WESTPAC BANKING CORPORATION


 


and


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 


Dated
as of May 26, 2022


 






    


     


    

 


THIRTY-FIRST SUPPLEMENTAL INDENTURE


 


THIRTY-FIRST
SUPPLEMENTAL INDENTURE, dated as of May 26, 2022 (the “Thirty-First 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 Chase Manhattan Bank
are parties to a Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”), relating to the issuance from time
to time by the Company of Securities in one or more series as therein provided;


 


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


 


WHEREAS, the Company and the Trustee entered into
the First Supplemental Indenture, dated as of August 27, 2009 (the “First Supplemental Indenture”), the Fifth Supplemental
Indenture, dated as of August 14, 2012 (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture,
dated as of November 9, 2016 (the “Seventeenth Supplemental Indenture”), the Twenty-Fifth Supplemental Indenture, dated
November 9, 2018 (the “Twenty-Fifth Supplemental Indenture”), and the Twenty-Eighth Supplemental Indenture, dated January 16,
2020 (the “Twenty-Eighth Supplemental Indenture”) among other things, to supplement and amend certain provisions of the Base
Indenture (the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Fifth Supplemental Indenture, the
Seventeenth Supplemental Indenture, the Twenty-Fifth Supplemental Indenture, and the Twenty-Eighth Supplemental Indenture is referred
to herein as the “Amended Base Indenture” and the Amended Base Indenture as further supplemented by this Thirty-First Supplemental
Indenture, is referred to herein as the “Indenture”);


 


WHEREAS, Section 8.1(5) of the Amended
Base Indenture provides that the Company may enter into a supplemental indenture to change or eliminate any of the provisions of the Amended
Base Indenture, provided that any such change or elimination shall become effective only with respect to any series of Securities which
has not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;


 


WHEREAS, Section 8.1(7) of the Amended
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, the Company deems it advisable to enter
into this Thirty-First Supplemental Indenture for the purposes of amending and supplementing certain provisions of the Amended Base Indenture;


 






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WHEREAS,
in connection with the issuance of the 3.735% Notes, the 4.043% Notes and the Floating Rate Notes (each as defined herein), the
Company has duly authorized the execution and delivery of this Thirty-First Supplemental Indenture to establish the forms and terms of
the 3.735% Notes, the 4.043% Notes and the Floating Rate Notes as hereinafter described; and


 


WHEREAS, all conditions and requirements of the
Amended Base Indenture necessary to make this Thirty-First 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 Thirty-First Supplemental Indenture:


 


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


 


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


 


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


 


Article II


 


THE
3.735% Notes


 


Section 2.01     Title
of Securities. There shall be a series of Securities of the Company designated the “3.735% Notes due August 26, 2025”
(the “3.735% Notes”).


 


Section 2.02     Limitation
of Aggregate Principal Amount. The aggregate principal amount of the 3.735% Notes shall initially be limited to US$700,000,000. The
Company may from time to time, without the consent of the Holders of the 3.735% Notes, create and issue additional notes having the same
terms and conditions as the 3.735% Notes in all respects or in all respects except for issue date, issue price and, if applicable, the
first date on which interest accrues and the first payment of interest thereon (“Additional 3.735% Notes”). Additional 3.735%
Notes issued in this manner will be consolidated with, and will form a single series with, the 3.735% Notes, unless such Additional 3.735%
Notes will not be treated as fungible with the 3.735% Notes for U.S. federal income tax purposes. The 3.735% Notes and any such Additional
3.735% Notes would rank equally and ratably.


 






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Section 2.03     Principal
Payment Date. The principal amount of the 3.735% Notes Outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on August 26, 2025, which date shall be the Stated Maturity of the 3.735% Notes.


 


Section 2.04     Interest
and Interest Rates. The 3.735% Notes will bear interest on the unpaid principal amount thereof at a rate of 3.735% per year from
May 26, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal
amount of the 3.735% Notes shall have been paid or duly provided for, and interest on the 3.735% Notes shall be payable semi-annually
in arrears on February 26 and August 26 of each year, beginning on August 26, 2022. Interest on a 3.735% Note will be
paid to the Person in whose name that 3.735% Note was registered at the close of business on the February 11 and August 11,
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 3.735% 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. 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 3.735% 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.


 


Section 2.05     Place
of Payment. The Place of Payment where the 3.735% Notes may be presented or surrendered for payment, where the 3.735% Notes may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the 3.735% 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.


 






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Section 2.06     Redemption.
The Company shall not have the right to redeem the 3.735% Notes other than pursuant to Section 10.8 of the Indenture.


 


Section 2.07     No
Sinking Fund. The 3.735% Notes are not entitled to the benefit of any sinking fund.


 


Section 2.08     Form.
The 3.735% 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 2.09     Denomination.
The 3.735% Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The 3.735%
Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officers of the
Company executing the same may determine with the approval of the Trustee.


 


Section 2.10     Depositary.
The Depository Trust Company shall be the initial Depositary for the 3.735% 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 2.11     Defeasance;
Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Indenture will apply to the 3.735% Notes.


 


Article III

The 4.043% NOTES


 


Section 3.01     Title
of Securities. There shall be a series of Securities of the Company designated the “4.043% Notes due August 26, 2027”
(the “4.043% Notes”).


 


Section 3.02     Limitation
of Aggregate Principal Amount. The aggregate principal amount of the 4.043% Notes shall initially be limited to US$1,000,000,000.
The Company may from time to time, without the consent of the Holders of the 4.043% Notes, create and issue additional notes having the
same terms and conditions as the 4.043% Notes in all respects or in all respects except for issue date, issue price and, if applicable,
the first date on which interest accrues and the first payment of interest thereon (“Additional 4.043% Notes”). Additional
4.043% Notes issued in this manner will be consolidated with, and will form a single series with, the 4.043% Notes, unless such Additional
4.043% Notes will not be treated as fungible with the 4.043% Notes for U.S. federal income tax purposes. The 4.043% Notes and any such
Additional 4.043% Notes would rank equally and ratably.


 






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Section 3.03     Principal
Payment Date. The principal amount of the 4.043% Notes Outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on August 26, 2027, which date shall be the Stated Maturity of the 4.043% Notes.


 


Section 3.04     Interest
and Interest Rates. The 4.043% Notes will bear interest on the unpaid principal amount thereof at a rate of 4.043% per year from
May 26, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal
amount of the 4.043% Notes shall have been paid or duly provided for, and interest on the 4.043% Notes shall be payable semi-annually
in arrears on February 26 and August 26 of each year, beginning on August 26, 2022. Interest on a 4.043% Note will be
paid to the Person in whose name that 4.043% Note was registered at the close of business on the February 11 or August 11,
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 4.043% 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. 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 4.043% 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.


 


Section 3.05     Place
of Payment. The Place of Payment where the 4.043% Notes may be presented or surrendered for payment, where the 4.043% Notes may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the 4.043% Notes
and the Indenture may be served initially shall be the Corporate Trust Office of the Trustee maintained for that purpose in the Borough
of Manhattan, City of New York.


 


Section 3.06     Redemption.
The Company shall not have the right to redeem the 4.043% Notes other than pursuant to Section 10.8 of the Indenture.


 


Section 3.07     No
Sinking Fund. The 4.043% Notes are not entitled to the benefit of any sinking fund.


 


Section 3.08     Form.
The 4.043% 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 B, deposited with The Bank of New York
Mellon, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture.


 






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Section 3.09     Denomination.
The 4.043% Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The 4.043%
Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officers of the
Company executing the same may determine with the approval of the Trustee.


 


Section 3.10     Depositary.
The Depository Trust Company shall be the initial Depositary for the 4.043% 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 3.11     Defeasance;
Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Indenture will apply to the 4.043% Notes.


 


Article IV

THE FLOATING RATE NOTES


 


Section 4.01     Title
of Securities. There shall be a series of Securities of the Company designated the “Floating Rate Notes due August 26,
2025” (the “Floating Rate Notes”).


 


Section 4.02     Limitation
of Aggregate Principal Amount. The aggregate principal amount of the Floating Rate Notes shall initially be limited to US$550,000,000.
The Company may from time to time, without the consent of the Holders of the Floating Rate Notes, create and issue additional notes having
the same terms and conditions as the Floating Rate Notes in all respects or in all respects except for issue date, issue price and, if
applicable, the first date on which interest accrues and the first payment of interest thereon (“Additional Floating Rate Notes”).
Additional Floating Rate Notes issued in this manner will be consolidated with, and will form a single series with, the Floating Rate
Notes, unless such Additional Floating Rate Notes will not be treated as fungible with the Floating Rate Notes for U.S. federal income
tax purposes. The Floating Rate Notes and any such Additional Floating Rate Notes would rank equally and ratably.


 


Section 4.03     Principal
Payment Date. The principal amount of the Floating Rate Notes Outstanding (together with any accrued and unpaid interest) shall be
payable in a single installment on August 26, 2025, which date shall be the Stated Maturity of the Floating Rate Notes.


 






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Section 4.04     Interest
and Interest Rates.


 


(a)            The
Floating Rate Notes will bear interest on the unpaid principal amount thereof from May 26, 2022, or from the most recent Floating
Rate Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal amount of the
Floating Rate Notes shall have been paid or duly provided for. The interest rate per annum for the Floating Rate Notes will be reset quarterly
on the first day of each Floating Rate Interest Period (as defined below) and will be equal to Compounded SOFR (as defined below) plus
a margin of 100 basis points, as determined by a calculation agent (the “Calculation Agent”). The Bank of New York
Mellon will initially act as Calculation Agent. The amount of interest accrued and payable on the Floating Rate Notes for each Floating
Rate Interest Period will be equal to the product of (i) the Outstanding principal amount of the Floating Rate Notes multiplied by
(ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period (as defined below) multiplied by (b) the
quotient of the actual number of calendar days in such Observation Period (as defined below) divided by 360.


 


(b)            Interest
on the Floating Rate Notes shall be payable quarterly in arrears on each February 26, May 26, August 26 and November 26
(each such date, a “Floating Rate Interest Payment Date”), beginning on August 26, 2022. If any Floating Rate
Interest Payment Date would fall on a day that is not a Business Day, other than the Floating Rate Interest Payment Date that is also
the Stated Maturity of the Floating Rate Notes, that Floating Rate Interest Payment Date will be postponed to the following day that is
a Business Day, except that if such next Business Day is in a different month, then that Floating Rate Interest Payment Date will be the
immediately preceding day that is a Business Day. If the Stated Maturity of the Floating Rate Notes is not a Business Day, payment of
principal and interest on the Floating Rate Notes will be made on the following day that is a Business Day and no interest will accrue
for the period from and after such Stated Maturity of the Floating Rate Notes. Interest on a Floating Rate Note will be paid to the Person
in whose name that Floating Rate Note was registered at the close of business on the February 11, May 11, August 11 or
November 11, as the case may be, whether or not a Business Day, prior to the applicable Floating Rate Interest Payment Date, except
that in the case of the Floating Rate Interest Payment Date that is also the Stated Maturity of the Floating Rate Notes, the interest
due on such date will be paid to the Person to whom principal is payable upon surrender of such Floating Rate Note at a Place of Payment.


 


(c)            On
each Floating Rate Interest Payment Date, the Company will pay interest for the Floating Rate Interest Period ended on the day immediately
preceding such Floating Rate Interest Payment Date. “Floating Rate Interest Period” shall mean the period commencing
on and including August 26, 2022 to but excluding the first Floating Rate Interest Payment Date and each successive period from and
including a Floating Rate Interest Payment Date to but excluding the next Floating Rate Interest Payment Date.


 






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(d)            The
interest rate on the Floating Rate Notes for each Floating Rate Interest Period will be equal to Compounded SOFR (as defined herein)
plus a margin of 100 basis points. “Compounded SOFR” will be determined by the Calculation Agent in accordance with the following
formula:


 





 


where:


 


“d0,” for any Observation Period, is the number
of U.S. Government Securities Business Days in the relevant Observation Period;


 


“i” is a series of whole numbers from one to
d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first
U.S. Government Securities Business Day in the relevant Observation Period;


 


“SOFRi,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is equal to SOFR in respect of that day “i”;


 


“ni,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is the number of calendar days from, and including, such U.S. Government Securities
Business Day “i” to, but excluding, the following U.S. Government Securities Business Day (“i+1”); and


 


“d” is the number of calendar days in the relevant
Observation Period.


 


For
these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as
reset on that date.


 


(e)            For
purposes of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:


 


		(i)	the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the Federal
Reserve Bank of New York’s Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business
Day (the “SOFR Determination Time”); or



 






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		(ii)	if the rate specified in (i) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark
                                                                                                                                Replacement Date have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government
                                                                                                                                Securities Business Day for which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York’s
                                                                                                                                Website.



 


(f)            Notwithstanding
anything to the contrary herein, if the Company or its designee (which may be an independent financial advisor or other designee of the
Company (any of such entities, a ‘‘Designee’’)), determines on or prior to the relevant Reference Time that a
Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to determining
Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations of the rate of
interest payable on the Floating Rate Notes.


 


(g)            For
the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the interest payable for each Floating Rate Interest Period on the Floating Rate Notes will be an annual
rate equal to the sum of the Benchmark Replacement (as defined below) and the applicable margin.


 


(h)            Effect
of Benchmark Transition Event


 


		(i)	Benchmark Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such
date and all determinations on all subsequent dates.



 


		(ii)	Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its Designee
will have the right to make Benchmark Replacement Conforming Changes from time to time.



 






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		(iii)	Decisions and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to
the benchmark replacement provisions herein, including any determination with respect to tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:



 


(A) will
be conclusive and binding absent manifest error;


 


(B) if
made by the Company, will be made in its sole discretion;


 


(C) if
made by the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any such determination,
decision or election to which the Company objects; and


 


(D) shall
become  effective without consent from any other party.


 


		(iv)	Any
determination, decision or election pursuant to the benchmark replacement provisions not made by the Company’s Designee will be
made by the Company on the basis set forth above. The Designee shall have no liability for not making any such determination, decision
or election. In addition, the Company may designate an entity (which may be the Company’s affiliate) to make any determination, decision
or election that the Company has the right to make in connection with the benchmark replacement provisions set forth herein.



 


		(i)	Certain Defined Terms. As
used herein:



 


		(i)	“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR used in the
calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.



 






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		(i)	“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the
                                                                                                                                Company or its Designee as of the Benchmark Replacement Date:



 


(A) the
sum of: (I) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (II) the Benchmark Replacement Adjustment;


 


(B) the
sum of: (I) the ISDA Fallback Rate and (II) the Benchmark Replacement Adjustment; and


 


(C) the
sum of: (I) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for
the then-current Benchmark for U.S. dollar denominated Floating Rate Notes at such time and (II) the Benchmark Replacement Adjustment.


 


		(ii)	“Benchmark Replacement Adjustment” means the first
                                                                                                                                 alternative set forth in the order below that can be determined by the Company or its Designee as of the Benchmark
                                                                                                                                 Replacement Date:



 


(A) the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(B) if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and


 


(C) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated Floating Rate Notes at
such time.


 






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		(iii)	“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definitions or interpretations of Floating Rate Interest Period, the timing and
frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that
the Company or its Designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if the Company or its Designee decides that adoption of any portion of such market practice is not
administratively feasible or if the Company or its Designee determines that no market practice for use of the Benchmark Replacement exists,
in such other manner as the Company or its Designee determines is reasonably practicable).



 


		(iv)	“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:



 


(A) in
the case of clause (A) or (B) of the definition of “Benchmark Transition Event,” the later of (I) the
date of the public statement or publication of information referenced therein and (II) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 


(B) in
the case of clause (C) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 


For the avoidance of doubt, if the event giving rise to the
Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.


 


		(v)	“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark:



 


(A) a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark;


 






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(B) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for
the currency of the Benchmark, an insolvency official with jurisdiction
over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court
or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator
of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark; or


 


(C) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.


 


		(vi)	“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately
the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.



 


		(vii)	“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org, or any successor source.



 


		(viii)	‘‘Floating Rate Interest Payment Determination Date’’ means the date two U.S. Government Securities Business
Days before each Floating Rate Interest Payment Date.



 


		(ix)	“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time.



 


		(x)	“ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would
apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor.



 






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		(xi)	“ISDA Fallback Rate” means the rate that would apply for derivatives
transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect
to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.



 


		(xii)	“Observation Period” means, in respect of each Floating Rate Interest Period, the period from, and including, the date
two U.S. Government Securities Business Days preceding the first  date in such Floating Rate Interest Period to, but excluding, the
date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate Interest Period.



 


		(xiii)	“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR,
the SOFR Determination Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its Designee
in accordance with the Benchmark Replacement Conforming Changes.



 


		(xiv)	“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a
                                                                                                                                  committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor
                                                                                                                                  thereto.



 


		(xv)	“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal
Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website.



 


		(xvi)	“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.



 


		(xvii)	“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the
                                                                                                                                   Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the
                                                                                                                                   entire day for purposes of trading in U.S. government securities.



 


(j)            The
interest rate and amount of interest to be paid on the Floating Rate Notes for each Floating Rate Interest Period will be determined by
the Calculation Agent. All determinations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Company and the Holders. So long as Compounded SOFR is required to be determined with respect to the Floating
Rate Notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling
to act, or that such Calculation Agent shall fail duly to establish Compounded SOFR for any Floating Rate Interest Period, or the Company
proposes to remove such Calculation Agent, the Company shall appoint another Calculation Agent.


 






    15


     


    

 


(k)            In
no event shall the Calculation Agent be the Company’s Designee. The Calculation Agent shall have no liability for any determination
made by or on behalf of the Company or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement or any
adjustments or conforming changes thereto. In no event shall the Calculation Agent be responsible for determining any substitute for SOFR
or any Benchmark Replacement, or for determining whether any Benchmark Transition Event has occurred or for making any Benchmark Replacement
Adjustments or Benchmark Replacement Conforming Changes. In connection with the foregoing, the Calculation Agent will be entitled to conclusively
rely on any determinations made by the Company or its Designee.


 


(l)            In
no event shall the interest rate on the Floating Rate Notes be higher than the maximum rate permitted by New York law, as the same may
be modified by United States law of general application. Additionally, the interest rate on the Floating Rate Notes will in no event be
lower than zero.


 


(m)            All
percentages resulting from any of the calculations in this Article IV will be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half
cent being rounded upwards).


 


Section 4.05     Place
of Payment. The Place of Payment where the Floating Rate Notes may be presented or surrendered for payment, where the Floating Rate
Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the
Floating Rate 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 4.06     Redemption.
The Company shall not have the right to redeem the Floating Rate Notes other than pursuant to Section 10.8 of the Indenture.


 


Section 4.07     No
Sinking Fund. The Floating Rate Notes are not entitled to the benefit of any sinking fund.


 






    16


     


    

 


Section 4.08     Form.
The Floating Rate 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 C, 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 4.09     Denomination.
The Floating Rate Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The
Floating Rate 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 4.10     Depositary.
The Depository Trust Company shall be the initial Depositary for the Floating Rate 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 4.11     Defeasance;
Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Indenture will apply to the Floating Rate Notes.


 


Section 4.12     Defined
Terms. Terms specifically defined in this Article IV shall only relate to the Floating Rate Notes and shall have no bearing on
any other series of notes referenced in this Thirty-First Supplemental Indenture.


 


Article V

MISCELLANEOUS


 


Section 5.01     Electronic
Communications. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to the Indenture and delivered using Electronic Means (as defined below); provided, however, that, unless previously provided,
the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Company whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions
shall be deemed controlling.  The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer
listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Company shall be responsible
for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers
are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Company.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent
with a subsequent written instruction, except as may result from its own gross negligence, bad faith or willful misconduct.  The
Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions (unless the Trustee has acted on such unauthorized Instructions
with gross negligence, in bad faith or with willful misconduct), and the risk of interception and misuse by third parties; (ii) that
it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and
that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the
security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.


 






    17


     


    

 


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


 


Section 5.02     OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”); and the Company will not use the proceeds of the offering of the 3.735% Notes,
the 4.043% Notes and the Floating Rate Notes in a manner that would result in a violation by the Bank of the U.S. sanctions administered
by OFAC.


 


Section 5.03     Integral
Part; Effect of Supplement on Indenture. This Thirty-First Supplemental Indenture constitutes an integral part of the Indenture.
Except for the amendments and supplements made by this Thirty-First Supplemental Indenture, the Amended Base Indenture shall remain in
full force and effect as executed.


 


Section 5.04     Adoption,
Ratification and Confirmation. The Indenture, as amended and supplemented by this Thirty-First Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.


 


Section 5.05     Trustee
Not Responsible for Recitals. The recitals in this Thirty-First 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 Thirty-First Supplemental Indenture.


 






    18


     


    

 


Section 5.06     Counterparts.
This Thirty-First 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 5.07     Separability.
In case any provision of this Thirty-First 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 5.08     Governing
Law. This Thirty-First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New
York, including all matters of construction, validity and performance.


 


[signature page follows]


 






    19


     


    

 


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


 


	 	WESTPAC BANKING CORPORATION
	 	 	 
	 	By:	/s/ Yvette Adiguzel
	 	 	Name: Yvette Adiguzel
	 	 	Title: Vice President
	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	By:	/s/ Latoya S. Elvin
	 	 	Name: Latoya S. Elvin
	 	 	Title: Vice President




 






    20


     


    

 



 


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


 


3.735% NOTE DUE AUGUST 26, 2025


 


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$                     ) on August 26, 2025 (the “Stated Maturity”). This Note will bear interest on the unpaid principal amount hereof
at a rate of 3.735% per year from May 26, 2022, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, until the principal amount hereof shall have been paid or duly provided for, and interest on the Notes shall be payable
semi-annually in arrears on February 26 and August 26 of each year (each such date, an “Interest Payment Date”),
beginning on August 26, 2022. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount
of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve
30-day months and the actual days elapsed in a partial month in such period. Any payment of principal 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


     


    

 


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 February 11 or August 11 (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 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 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-2


     


    

 


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed on this 26th day of May, 2022.


 


	 	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-3


     


    




 


(FORM OF REVERSE OF NOTE)


 


This Note is one of a duly authorized series of
securities of the Company, issued and to be issued in one or more series under and pursuant to a Senior Indenture, dated as of July 1,
1999 (the “Base Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as successor
to The Chase Manhattan Bank, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture),
as amended and supplemented by the First Supplemental Indenture, dated as of August 27, 2009, between the Company and the Trustee
(the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the
Company and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9,
2016, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”) and the Twenty-Fifth Supplemental
Indenture, dated as of November 9, 2018, between the Company and the Trustee (the “Twenty-Fifth Supplemental Indenture”;
the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth
Supplemental Indenture and the Twenty-Fifth Supplemental Indenture is referred to herein as the “Amended Base Indenture”),
and as further amended and supplemented by the Thirty-First Supplemental Indenture, dated as of May 26, 2022, between the Company
and the Trustee (the “Thirty-First Supplemental Indenture”; the Amended Base Indenture, as further amended and supplemented
by the Thirty-First Supplemental Indenture, is referred to herein as the “Indenture”), to which Indenture and all Indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face
hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount
to US$700,000,000; provided, however, that the Company may from time to time, without the consent of the Holders of the Notes,
create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue
date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes
issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will not
be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank equally
and ratably.


 


In accordance with Section 10.8 of the Indenture,
pursuant to the procedure set forth in Article X of the Indenture, the Company may, at its option, redeem all, but not less than
all, of the Notes if (a) there is a change in or any amendment to the laws or regulations (i) of the Commonwealth
of Australia, or any political subdivision or taxing authority thereof or therein, or (ii) in the event of the assumption
pursuant to Section 7.1 of the Indenture of the obligations of the Company under the Indenture and this Note by 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, of the Commonwealth of Australia or the country in which such entity is organized or resident or deemed resident for tax
purposes or any political subdivision or taxing authority thereof or therein, or (b) there is a change in any application
or interpretation of any such laws or regulations, which change or amendment becomes effective, (i) with respect to taxes
imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, on or after the date the
Company originally issued this Note, or (ii) in the event of the assumption pursuant to Section 7.1 of the Indenture
of the obligations of the Company under the Indenture and this Note by 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, with respect to taxes imposed
by a non-Australian jurisdiction, on or after the date of the transaction resulting in such assumption, and, in each case, as a result
of such change or amendment (1) the Company is or will become obligated to pay any additional amounts on this Note pursuant
to Section 9.8 of the Indenture or (2) the Company would not be entitled to claim a deduction in computing its taxation
liabilities in respect of (A) any payments of interest or additional amounts or (B) any original issue discount
on this Note.


 






    A-4


     


    

 


Before the Company may redeem this Note, it 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, provided that if the earliest date on which (i) the Company will be obligated to pay any additional amounts,
or (ii) the Company would not be entitled to claim a deduction in respect of any payments of interest or additional amounts
on or any original issue discount in respect of this Note in computing its taxation liabilities, would occur less than 45 days after the
relevant change or amendment to the applicable laws, regulations, determinations or guidelines, the Company may give less than 30 days’
written notice but in no case less than 15 days’ written notice, provided it gives such notice as soon as practicable in all the
circumstances.


 


The Redemption Price for this Note shall equal
100% of the principal amount of this Note plus accrued but unpaid interest to but excluding the date of redemption.


 


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


 


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


 






    A-5


     


    

 


In accordance with Section 9.8 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;



 


		(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;



 






    A-6


     


    

 


		(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 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



 


		(10)	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).


 






    A-7


     


    

 


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.


 


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


 






    A-8


     


    

 


 



 


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


 


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


 


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


 


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


 


No past, present or future director, officer, employee,
agent, member, manager, trustee or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations
of the Company or any successor Person, either directly or through the Company or any successor Person, under the Notes or 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 principal amount containing
identical terms and provisions, upon surrender of the Notes to be exchanged at such office or agency.


 








 



 


2 Insert in Global Notes only



 






    A-9


     


    

 


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


 


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


 






    A-10


     


    

 


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-11


     


    

 


EXHIBIT B


 


(FORM OF FACE OF NOTE)


 


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


 


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


 


	No.	CUSIP No. [●]
	 	ISIN No. [●]




 


WESTPAC BANKING CORPORATION


 


4.043% NOTE DUE AUGUST 26, 2027


 


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$                 ) on August 26, 2027 (the “Stated Maturity”). This Note will bear interest on the unpaid principal amount hereof
at a rate of 4.043% per year from May 26, 2022, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, until the principal amount hereof shall have been paid or duly provided for, and interest on the Notes shall be payable
semi-annually in arrears on February 26 and August 26 of each year (each such date, an “Interest Payment Date”),
beginning on August 26, 2022. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount
of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve
30-day months and the actual days elapsed in a partial month in such period. Any payment of principal 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


 






    B-1


     


    

 


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 February 11 or August 11 (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 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.


 






    B-2


     


    

 


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


 


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


 






    B-3


     


    

 


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed on this 26th day of May, 2022.


 


	 	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




 






    B-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 Senior Indenture, dated as of July 1,
1999 (the “Base Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as successor
to The Chase Manhattan Bank, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture),
as amended and supplemented by the First Supplemental Indenture, dated as of August 27, 2009, between the Company and the Trustee
(the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the
Company and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9,
2016, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”) and the Twenty-Fifth Supplemental
Indenture, dated as of November 9, 2018, between the Company and the Trustee (the “Twenty-Fifth Supplemental Indenture”;
the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth
Supplemental Indenture and the Twenty-Fifth Supplemental Indenture is referred to herein as the “Amended Base Indenture”),
and as further amended and supplemented by the Thirty-First Supplemental Indenture, dated as of May 26, 2022, between the Company
and the Trustee (the “Thirty-First Supplemental Indenture”; the Amended Base Indenture, as further amended and supplemented
by the Thirty-First Supplemental Indenture, is referred to herein as the “Indenture”), to which Indenture and all Indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face
hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount
to US$1,000,000,000; provided, however, that the Company may from time to time, without the consent of the Holders of the Notes,
create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue
date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes
issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will not
be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank equally
and ratably.


 


In accordance with Section 10.8 of the Indenture,
pursuant to the procedure set forth in Article X of the Indenture, the Company may, at its option, redeem all, but not less than
all, of the Notes if (a) there is a change in or any amendment to the laws or regulations (i) of the Commonwealth
of Australia, or any political subdivision or taxing authority thereof or therein, or (ii) in the event of the assumption
pursuant to Section 7.1 of the Indenture of the obligations of the Company under the Indenture and this Note by 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, of the Commonwealth of Australia or the country in which such entity is organized or resident or deemed resident for tax
purposes or any political subdivision or taxing authority thereof or therein, or (b) there is a change in any application
or interpretation of any such laws or regulations, which change or amendment becomes effective, (i) with respect to taxes
imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, on or after the date the
Company originally issued this Note, or (ii) in the event of the assumption pursuant to Section 7.1 of the Indenture
of the obligations of the Company under the Indenture and this Note by 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, with respect to taxes imposed
by a non-Australian jurisdiction, on or after the date of the transaction resulting in such assumption, and, in each case, as a result
of such change or amendment (1) the Company is or will become obligated to pay any additional amounts on this Note pursuant
to Section 9.8 of the Indenture or (2) the Company would not be entitled to claim a deduction in computing its taxation
liabilities in respect of (A) any payments of interest or additional amounts or (B) any original issue discount
on this Note.


 






    B-5 


     


    

 


Before the Company may redeem this Note, it 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, provided that if the earliest date on which (i) the Company will be obligated to pay any additional amounts,
or (ii) the Company would not be entitled to claim a deduction in respect of any payments of interest or additional amounts
on or any original issue discount in respect of this Note in computing its taxation liabilities, would occur less than 45 days after the
relevant change or amendment to the applicable laws, regulations, determinations or guidelines, the Company may give less than 30 days’
written notice but in no case less than 15 days’ written notice, provided it gives such notice as soon as practicable in all the
circumstances.


 


The Redemption Price for this Note shall equal
100% of the principal amount of this Note plus accrued but unpaid interest to but excluding the date of redemption.


 


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


 


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


 


In accordance with Section 9.8 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;


 


(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;


 






    B-6 


     


    

 


(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 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


 


(10)  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).


 






    B-7 


     


    

 


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.


 


The
Indenture contains provisions permitting the Company and the Trustee, with the written consent of the Holders of not less than a majority
in aggregate principal amount (calculated as provided in the Indenture) of the Outstanding Securities of each series adversely affected
thereby to add any provisions to or to change or eliminate any provisions of the Indenture or any supplemental indenture or to modify
the rights of the Holders of the Securities of such series, provided that, without the consent of the Holder of each such Security
so affected, no such modification shall (a) change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount of any Security or the rate of interest thereon, or change the coin or
currency in which any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or after the Redemption Date), or (b) reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
amendment or modification, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture
or certain defaults thereunder and their consequences) provided for in the Indenture, or (c) change any obligation of the
Company to maintain an office or agency in the places and for the purposes specified in Section 9.2 of the Indenture, or (d) except
to the extent provided in Section 8.1(9) of the Indenture, make any change in Section 5.2, 5.7, 5.10 or 8.2 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. Any such consent given by the Holder of this Note shall be conclusive
and binding upon such Holder and all future Holders of this Note and of any Notes issued on registration hereof, the transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Note.


 


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


 


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


 






    B-8 


     


    

 


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 principal amount containing
identical terms and provisions, upon surrender of the Notes to be exchanged at such office or agency.


 


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


 


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


 





 



2 Insert in Global Notes only


 






    B-9 


     


    

 


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:	 	 


 






    B-10 


     


    

 


EXHIBIT D


 


(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


 





 



1 Insert in Global Notes only


 






    C-1


     


    

 


	No.	CUSIP No. [●]
	 	ISIN
No. [●]



 


WESTPAC BANKING CORPORATION


 


FLOATING RATE NOTE DUE AUGUST 26, 2025


 


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$                  ) on August 26, 2025 (the “Stated Maturity”). This Note will bear interest on the unpaid principal amount hereof
from May 26, 2022, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided
for, until the principal amount hereof shall have been paid or duly provided for. The interest rate per annum on this Note will be reset
quarterly on the first day of each Interest Period (as defined below) and will be equal to Compounded SOFR (as defined below) plus a margin
of 100 basis points, as determined by a calculation agent (the “Calculation Agent”). The Bank of New York Mellon will
initially act as Calculation Agent. The amount of interest accrued and payable on the Floating Rate Notes for each Interest Period will
be equal to the product of (i) the Outstanding principal amount of the Floating Rate Notes multiplied by (ii) the product of
(a) the interest rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days
in such Observation Period (as defined below) divided by 360.


 


Interest on this Note shall be payable quarterly
in arrears on each February 26, May 26, August 26 and November 26 (each such date, an “Interest Payment Date”),
beginning on August 26, 2022. If any Interest Payment Date would fall on a day that is not a Business Day, other than the Interest
Payment Date that is also the Stated Maturity for this Note, that Interest Payment Date will be postponed to the following day that is
a Business Day, except that if such next Business Day is in a different month, then that Interest Payment Date will be the immediately
preceding day that is a Business Day. If the Stated Maturity for this Note is not a Business Day, payment of principal and interest on
this Note will be made on the following day that is a Business Day and no interest will accrue for the period from and after such Stated
Maturity.


 


On each Interest Payment Date, the Company will
pay interest for the Interest Period ended on the day immediately preceding such Interest Payment Date. “Interest Period”
shall mean the period commencing on and including May 26, 2022 to but excluding the first Interest Payment Date and each successive
period from and including an Interest Payment Date to but excluding the next Interest Payment Date.


 


The
interest rate on this Note for each Interest Period will be equal to Compounded SOFR (as defined herein) plus a margin of 100
basis points. “Compounded SOFR” will be determined by the Calculation Agent in accordance with the following formula:


 






    C-2


     


    

 



 


 


 


where:


 


“d0,” for any Observation Period, is the number
of U.S. Government Securities Business Days in the relevant Observation Period;


 


“i” is a series of whole numbers from one to
d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the
first U.S. Government Securities Business Day in the relevant Observation Period;


 


“SOFRi,” for any U.S. Government Securities
Business Day “i” in the relevant Observation Period, is equal to SOFR in respect of that day “i”;


 


“ni,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is the number of calendar days from, and including, such U.S. Government Securities
Business Day “i” to, but excluding, the following U.S. Government Securities Business Day (“i+1”); and


 


“d” is the number of calendar days in the relevant
Observation Period.


 


For
these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as
reset on that date.


 


For purposes of determining Compounded SOFR, “SOFR”
means, with respect to any U.S. Government Securities Business Day:


 


(1) the
Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the Federal Reserve
Bank of New York’s Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business Day
(the “SOFR Determination Time”); or


 


(2) if
the rate specified in (i) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, the Secured Overnight Financing Rate as published in respect of the  first preceding U.S. Government Securities
Business Day for which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York’s Website.


 






    C-3


     


    

 


Notwithstanding
anything to the contrary herein, if the Company or its designee (which may be an independent financial advisor or other designee
of the Company (any of such entities, a ‘‘Designee’’)), determines on or prior to the relevant Reference Time
that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect
to determining Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations
of the rate of interest payable on this Note.


 


For
the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the interest payable for each Interest Period on this Note will be an annual rate equal to the
sum of the Benchmark Replacement (as defined below) and the applicable margin.


 


Effect
of Benchmark Transition Event


 


Benchmark
Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to this Note in respect of such determination on such date and all
determinations on all subsequent dates.


 


Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its Designee
will have the right to make Benchmark Replacement Conforming Changes from time to time.


 


Decisions
and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to the benchmark
replacement provisions herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:


 


(i) will
be conclusive and binding absent manifest error;


 


(ii) if
made by the Company, will be made in its sole discretion;


 


(iii) if
made by the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any such determination,
decision or election to which the Company objects; and


 


(iv) shall
become effective without consent from any other party.


 






    C-4


     


    

 


Any
determination, decision or election pursuant to the benchmark replacement provisions not made by the Company’s Designee
will be made by the Company on the basis set forth above. The Designee shall have no liability for not making any such determination,
decision or election. In addition, the Company may designate an entity (which may be the Company’s affiliate) to make any determination,
decision or election that the Company has the right to make in connection with the benchmark replacement provisions set forth herein.


 


Certain Defined Terms. As used herein:


 


“Benchmark” means, initially, Compounded
SOFR, as such term is defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Compounded SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark
Replacement” means the  first alternative set forth in the order below that can be determined by the Company or its
Designee as of the Benchmark Replacement Date:


 


(1) the
sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;


 


(2) the
sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and


 


(3) the
sum of: (a) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar denominated Floating Rate Notes at such time and (b) the Benchmark Replacement Adjustment.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its Designee as of the Benchmark Replacement Date:


 


(1) the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(2) if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and


 






    C-5


     


    

 


(3) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated Floating Rate Notes at
such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definitions or interpretations of Interest Period, the timing and frequency of determining
rates and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that the Company or its Designee
decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market
practice (or, if the Company or its Designee decides that adoption of any portion of such market practice is not administratively feasible
or if the Company or its Designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner
as the Company or its Designee determines is reasonably practicable).


 


“Benchmark Replacement Date” means
the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1) in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 


(2) in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 


For the avoidance of doubt, if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination.


 


“Benchmark Transition Event” means
the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1) a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;


 


(2) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank
for the currency of the Benchmark, an insolvency official with jurisdiction
over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court
or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator
of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark; or


 






    C-6


     


    

 


(3) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.


 


“Corresponding Tenor” with respect
to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment)
as the applicable tenor for the then-current Benchmark.


 


“Federal Reserve Bank of New York’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.


 


“Floating
Rate Interest Payment Determination Date” means the date two U.S. Government Securities Business Days before each Interest Payment
Date.


 


“ISDA Definitions” means the
2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.


 


“ISDA Fallback Adjustment” means the
spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the
ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable
tenor.


 


“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback
Adjustment.


 


“Observation
Period” means, in respect of each Interest Period, the period from, and including, the date two U.S. Government Securities
Business Days preceding the  first date in such Interest Period to, but excluding, the date two U.S. Government Securities Business
Days preceding the Interest Payment Date for such Interest Period.


 






    C-7


     


    

 


“Reference
Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination
Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its Designee in accordance with
the Benchmark Replacement Conforming Changes.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR” with respect to any day means
the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark,
(or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“U.S.
Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day
for purposes of trading in U.S. government securities.


 


The interest rate and amount of interest to be
paid on this Note for each Interest Period will be determined by the Calculation Agent. All determinations made by the Calculation Agent
shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders. So long as Compounded
SOFR is required to be determined with respect to this Note, there will at all times be a Calculation Agent. In the event that any then
acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish Compounded
SOFR for any Interest Period, or the Company proposes to remove such Calculation Agent, the Company shall appoint another Calculation
Agent.


 


In no event shall the Calculation Agent be the
Company’s Designee. The Calculation Agent shall have no liability for any determination made by or on behalf of the Company or
its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement or any adjustments or conforming changes thereto.
In no event shall the Calculation Agent be responsible for determining any substitute for SOFR or any Benchmark Replacement, or for determining
whether any Benchmark Transition Event has occurred or for making any Benchmark Replacement Adjustments or Benchmark Replacement Conforming
Changes. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by
the Company or its Designee.


 






    C-8


     


    

 


In
no event shall the interest rate on this Note be higher than the maximum rate permitted by New York law, as the same may be modified
by United States law of general application. Additionally, the interest rate on this Note will in no event be lower than zero.


 


All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of
a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used
in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).


 


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 February 11, May 11, August 11 or November 11 (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 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 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.


 






    C-9


     


    

 



  


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed on this 26th day of May, 2022.


  


	 	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




 






    C-10


     


    


 


(FORM OF REVERSE OF NOTE)


 


This
Note is one of a duly authorized series of securities of the Company, issued and to be issued in one or more series under and pursuant
to a Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”), duly executed and delivered between the
Company and The Bank of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”, which
term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of
August 27, 2009, between the Company and the Trustee (the “First Supplemental Indenture”), the Fifth Supplemental
Indenture, dated as of August 14, 2012, between the Company and the Trustee (the “Fifth Supplemental Indenture”),
the Seventeenth Supplemental Indenture, dated as of November 9, 2016, between the Company and the Trustee (the “Seventeenth
Supplemental Indenture”) and the Twenty-Fifth Supplemental Indenture, dated as of November 9, 2018, between the Company
and the Trustee (the “Twenty-Fifth Supplemental Indenture”; the Base Indenture as amended and supplemented by the First
Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth Supplemental Indenture and the Twenty-Fifth Supplemental Indenture
is referred to herein as the “Amended Base Indenture”), and as further amended and supplemented by the Thirty-First
Supplemental Indenture, dated as of May 26, 2022, between the Company and the Trustee (the “Thirty-First Supplemental Indenture”;
the Amended Base Indenture, as further supplemented by the Thirty-First Supplemental Indenture, is referred to herein as the “Indenture”),
to which Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of
securities designated on the face hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited
in aggregate principal amount to US$550,000,000; provided, however, that the Company may from time to time, without the consent
of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in
all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of
interest thereon. Additional notes issued in this manner will be consolidated with, and will form a single series with, the Notes, unless
such additional notes will not be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional
notes would rank equally and ratably.


 


In accordance with Section 10.8 of the Indenture,
pursuant to the procedure set forth in Article X of the Indenture, the Company may, at its option, redeem all, but not less than
all, of the Notes if (a) there is a change in or any amendment to the laws or regulations (i) of the Commonwealth
of Australia, or any political subdivision or taxing authority thereof or therein, or (ii) in the event of the assumption
pursuant to Section 7.1 of the Indenture of the obligations of the Company under the Indenture and this Note by 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, of the Commonwealth of Australia or the country in which such entity is organized or resident or deemed resident for tax
purposes or any political subdivision or taxing authority thereof or therein, or (b) there is a change in any application
or interpretation of any such laws or regulations, which change or amendment becomes effective, (i) with respect to taxes
imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, on or after the date the
Company originally issued this Note, or (ii) in the event of the assumption pursuant to Section 7.1 of the Indenture
of the obligations of the Company under the Indenture and this Note by 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, with respect to taxes imposed
by a non-Australian jurisdiction, on or after the date of the transaction resulting in such assumption, and, in each case, as a result
of such change or amendment (1) the Company is or will become obligated to pay any additional amounts on this Note pursuant
to Section 9.8 of the Indenture or (2) the Company would not be entitled to claim a deduction in computing its taxation
liabilities in respect of (A) any payments of interest or additional amounts or (B) any original issue discount
on this Note.


 






    C-11


     


    

 


Before the Company may redeem this Note, it 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, provided that if the earliest date on which (i) the Company will be obligated to pay any additional amounts,
or (ii) the Company would not be entitled to claim a deduction in respect of any payments of interest or additional amounts
on or any original issue discount in respect of this Note in computing its taxation liabilities, would occur less than 45 days after the
relevant change or amendment to the applicable laws, regulations, determinations or guidelines, the Company may give less than 30 days’
written notice but in no case less than 15 days’ written notice, provided it gives such notice as soon as practicable in all the
circumstances.


 


The Redemption Price for this Note shall equal
100% of the principal amount of this Note plus accrued but unpaid interest to but excluding the date of redemption.


 


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


 


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


 






    C-12


     


    

 


In accordance with Section 9.8 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;


 


(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;


 






    C-13


     


    

  


(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 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


 


(10) 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).


 






    C-14


     


    

  


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.


 


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


 






    C-15


     


    

 


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


 


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


 


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


 


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


 


No past, present or future director, officer, employee,
agent, member, manager, trustee or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations
of the Company or any successor Person, either directly or through the Company or any successor Person, under the Notes or 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.


 






    C-16


     


    

 


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


  


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


 


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





 





 



2 Insert in Global Notes only


 






    C-17


     


    

 


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:	 	 




 






    C-18