Exhibit 4.3


 


[SENIOR FIXED RATE NOTE]


 


[Face
of Note]


 


IF THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF THEN THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE
INDENTURE, AND NO SUCH TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY 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) MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN
AND IN THE INDENTURE.  EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


IF THIS SECURITY IS A GLOBAL
SECURITY REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY
TRUST COMPANY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED OFFICER OF
THE DEPOSITORY TRUST COMPANY, THEN UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE CORPORATION 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER PERSON, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


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


 


NO OFFSHORE ASSOCIATE MAY
DIRECTLY OR INDIRECTLY ACQUIRE THIS SECURITY OR ANY INTEREST IN OR RIGHT IN
RESPECT OF THIS SECURITY (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS
SECURITY OR SUCH INTEREST OR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR
UNDERWRITER IN RELATION TO THE PLACEMENT OF THE SECURITY, INTEREST OR RIGHT, OR
A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF A
REGISTERED SCHEME WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 OF
AUSTRALIA).  (“OFFSHORE ASSOCIATE” MEANS
AN ASSOCIATE (AS DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936
(CTH) (“TAX ACT”)) OF THE CORPORATION THAT IS EITHER A NON RESIDENT OF THE
COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE SECURITIES IN CARRYING ON
A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR,
ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE SECURITIES IN CARRYING
ON BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.)


 


EACH PERSON WHO DIRECTLY OR
INDIRECTLY ACQUIRES THIS SECURITY OR SUCH INTEREST OR RIGHT IS, BY ACQUIRING
THIS SECURITY OR AN INTEREST OR RIGHT IN RESPECT OF THIS SECURITY, TAKEN TO
HAVE WARRANTED IN FAVOUR OF THE CORPORATION THAT THE PERSON IS NOT AN OFFSHORE
ASSOCIATE TO WHOM THIS RESTRICTION APPLIES.


 


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


 


THIS SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OF AMERICA OR
THE COMMONWEALTH OF AUSTRALIA.


 

















 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


A.C.N. 005 357 522


 


	
  No.
  SNR/FLR-     

  	
  U.S. MEDIUM-TERM NOTE, SERIES A

  	
  CUSIP NO.

  
	
   

  	
  (Fixed Rate)

  	
   

  



 


 


	
  PRINCIPAL
  AMOUNT AND CURRENCY OR CURRENCY UNIT: US$

  
	
   

  
	
  GLOBAL
  SECURITY:  Yes

  
	
   

  
	
  DENOMINATIONS
  (if necessary): N/A

  
	
   

  
	
  OPTION
  TO RECEIVE PAYMENT IN SPECIFIED CURRENCY: N/A

  
	
   

  
	
  ORIGINAL
  ISSUE DATE:

  
	
   

  
	
  STATED
  MATURITY:

  
	
   

  
	
  FINAL
  MATURITY DATE: N/A

  
	
  (For
  Renewable and Extendible Notes only)

  
	
   

  
	
  COMPUTATION
  PERIOD: N/A

  
	
   

  
	
  INTEREST
  RATE: N/A

  
	
   

  
	
  INTEREST
  PAYMENT DATE(S): Maturity

  
	
   

  
	
  REGULAR
  RECORD DATE(S):

  
	
   

  
	
  REDEMPTION
  DATE(S): N/A

  
	
   

  
	
  REDEMPTION
  PERCENTAGE(S)/PRICE(S): N/A

  
	
   

  
	
  REPAYMENT
  DATE(S)

  
	
  (OPTION
  OF HOLDER): N/A

  
	
   

  
	
  RENEWABLE
  NOTE: N/A

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S)

  
	
  (OPTION
  OF HOLDER): N/A

  
	
   

  
	
  NOTICE
  PERIOD: N/A

  
	
   

  
	
  EXCHANGE
  RATE AGENT: N/A

  
	
   

  
	
  ORIGINAL
  ISSUE DISCOUNT SECURITY: N/A

  
	
   

  
	
  TOTAL
  AMOUNT OF OID: N/A

  
	
   

  
	
  OID
  AS A PERCENTAGE OF PRINCIPAL AMOUNT: N/A

  
	
   

  
	
  YIELD
  TO MATURITY: N/A

  
	
   

  
	
  SHORT
  ACCRUAL PERIOD OID: N/A

  
	
   

  
	
  EXTENDIBLE
  NOTE: N/A

  
	
   

  
	
  EXTENSION
  PERIOD: N/A

  
	
   

  
	
  Insert
  any other provisions or legends:

  



 


2

















 


AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated
under the laws of the Commonwealth of Australia (herein called the
“Corporation”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to, CEDE
& CO. or registered assigns, the principal amount specified above in the
currency or currency unit so specified (any currency or currency unit other
than U.S. dollars being hereinafter referred to as a “Specified Currency”) on
the Stated Maturity specified above, and to pay interest thereon, from and
including the Original Issue Date of this Security specified above (the
“Original Issue Date”) or from and including the most recent Interest Payment
Date (as hereinafter defined) to which interest on this Security (or any Predecessor
Security) has been paid or duly provided for, on the Interest Payment Date(s)
specified above in each year (each an “Interest Payment Date”) and at Maturity
(as defined on the reverse hereof), commencing on the first Interest Payment
Date next succeeding the Original Issue Date, at the rate per annum equal to
the Interest Rate specified above, until the principal hereof is paid or duly
made available for payment; provided, however, that, unless the
Holder hereof is entitled to make, and has made, a Specified Currency Payment
Election (as hereinafter defined) with respect to one or more such payments,
the Corporation will make such payments in respect of this Security in U.S.
dollars in amounts determined as set forth on the reverse hereof.  The interest so payable, and punctually paid
or duly provided for, on any such Interest Payment Date will be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the fifteenth day (whether or not a
Market Day) next preceding such Interest Payment Date or such other Regular
Record Date specified above (the “Regular Record Date”); provided, however,
that interest payable at Maturity will be payable to the Person to whom
principal shall be payable; and, provided, further, that if the
Original Issue Date is after a Regular Record Date and before the next
succeeding Interest Payment Date the first payment of interest shall be payable
on the second Interest Payment Date following the Original Issue Date to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date immediately
preceding such second Interest Payment Date. 
Any such interest which is payable, but not so punctually paid or duly
provided for, on any Interest Payment Date (“Defaulted Interest”) shall
forthwith cease to be payable to the Holder on such Regular Record Date and
such Defaulted Interest may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.  The interest
payable hereon on any Interest Payment Date will be the interest accrued from
and including the Original Issue Date or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding such Interest Payment Date.  Notwithstanding the foregoing, the interest
payable at Maturity will include interest accrued to but excluding the date of
Maturity.


 


Payment of the principal of
and any premium and interest on this Security will be made upon presentation
or, at Maturity, surrender of this Security at the corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, or such other
office or agency of the Corporation maintained by it for that purpose in the
Borough of Manhattan, The City of New York in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of
the principal of and any premium and interest on this Security due at Maturity
will be made in immediately available funds at such corporate trust office or
such other offices or agencies if this Security is presented to the Paying Agent
in time for the Paying Agent or such other paying agent to make such payments
in accordance with its normal procedures; and provided, further,
that, at the option of the Corporation, payment of interest (other than
interest payable at Maturity) may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register;
and, provided, further, that notwithstanding the foregoing a
Holder of US$10,000,000 or more in aggregate principal amount of Securities of
this series and tenor shall be entitled to receive payments of interest, other
than interest due at Maturity, by wire transfer of immediately available funds
to an account if appropriate wire transfer instructions have been received by
the Paying Agent or such other paying agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date; and, provided,
further, that notwithstanding the foregoing if (i) this Security is
denominated in a Specified Currency, (ii) the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such
payment, (iii) the Exchange Rate Agent is able to convert such payments as
provided below and (iv) the Specified Currency is not unavailable due to the imposition
of exchange controls or other circumstances beyond the control of the
Corporation, then (a) the payment of principal of and any


 


3

















 


premium or interest on this Security other
than at Maturity will be made in the Specified Currency (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued such Specified Currency as at the time of such payment is legal tender
for the payment of such debts) by check drawn upon a bank office located
outside the United States, and (b) any such payments due at Maturity will be
made in such Specified Currency (or, if applicable, such other coin or currency)
by wire transfer of immediately available funds to an account maintained by the
Holder hereof with a bank office located in the country which issued the
Specified Currency (unless the Specified Currency is Australian dollars in
which case such payment will be made to a bank office located outside the
United States) upon presentation of this Security to the Paying Agent or any
other paying agent in time for such wire transfer to be made by the Paying
Agent in accordance with its normal procedures.  Unless otherwise specified above, if this Security is denominated
in a Specified Currency, the Holder hereof may elect to receive payments of the
principal of and any premium or interest on this Security in such Specified
Currency (a “Specified Currency Payment Election”) by delivery of a written
request (including, in the case of an election with respect to payments at
Maturity, appropriate wire transfer instructions) to the Trustee at its
corporate trust office referred to above on or prior to the relevant Regular
Record Date or the sixteenth day prior to Maturity, as the case may be.  Such request may be in writing (mailed or
hand delivered) or by facsimile transmission. 
A Holder may elect to receive payment in the Specified Currency for all
principal and any premium and interest payments and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must
be received by the Trustee on or prior to the relevant Regular Record Date or
the sixteenth day prior to Maturity, as the case may be.


 


Unless otherwise specified
on the face hereof, if the date for the payment of the principal of or any
premium or interest on this Security or the date fixed for redemption or
repayment of this Security is not a Market Day (as defined below), then such
payment of principal, premium or interest need not be made on such date but may
be made on the next succeeding Market Day, with the same force and effect as if
made on the date for the payment of the principal, premium or interest or the
date fixed for redemption or repayment, as the case may be, and no interest
shall accrue for the period after any such date.


 


All payments of, or in
respect of, principal of and any premium and interest on this Security will be
made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of the Commonwealth of Australia
(“Australia”) or any political subdivision thereof or any taxing authority
therein, unless such taxes, duties, assessments or governmental charges are
required by Australia or any such subdivision or authority to be withheld or
deducted.  In that event, the
Corporation will pay such Additional Amounts as will result (after deduction of
such taxes, duties, assessments or governmental charges and any additional
taxes, duties, assessments or governmental charges payable in respect of such)
in the payment to the Holder of this Security of the amounts which would
otherwise have been payable in respect of this Security had no such withholding
or deduction been required, subject to certain exceptions as set forth in
Article Ten of the Indenture.  Any
references herein to principal, premium or interest in respect hereof shall be
deemed to also refer to any Additional Amounts payable in respect thereof.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


4

















 


IN WITNESS WHEREOF, the
Corporation has caused this instrument to be duly executed by manual or
facsimile signature of the undersigned, thereunto duly authorized.


 


Dated:


 


 


	
   

  	
  AUSTRALIA AND NEW ZEALAND
  BANKING

  
	
   

  	
  GROUP LIMITED

  
	
   

  	
  A.B.N. 11 005 357 522

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein

referred to in the within-mentioned Indenture.


 


BANK ONE, N.A.

(formerly known as The First National Bank of Chicago), as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


5

















 


[Reverse
of Note]


 


This Security is one of a
duly authorized issue of securities of the Corporation (the “Securities”)
issued and to be issued in one or more series under the Indenture, dated as of
February 28, 1996, the First Supplemental Indenture dated as of May 29, 1998
and the Second Supplemental Indenture dated as of
                      ,
2004 (the “Indenture”), entered into for the benefit of the Holders from time
to time of Securities among the Corporation and Bank One, N.A. (formerly known
as The First National Bank of Chicago), as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture) to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Corporation, the Trustee, the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Provided,
however, that the Company may
from time to time or at any time, without the consent of the Holders of the
Securities, create and issue additional Securities with terms and conditions
identical to those of the Securities, which additional Securities shall
increase the aggregate principal amount of, and shall be consolidated and form
a single series with, the Securities


 


The Securities of this
series are direct, unsecured and unsubordinated obligations of the Corporation
and will rank pari  passu among themselves and at least pari
passu with all other outstanding unsecured and unsubordinated
obligations of the Corporation, present or future, other than obligations that
are preferred by statute or by operation of law.


 


This Security is one of the
series designated as “U.S. Medium Term Notes, Series A”, limited in aggregate
principal amount (or, in the case of Original Issue Discount Securities or
Securities with the amount payable in respect of principal or any premium or
interest to be determined by reference to the value, rate or price of one or
more specified indices (“Indexed Securities”), an aggregate initial offering
price) not to exceed US$1,500,000,000 (or, if Securities of this series
denominated in one or more Specified Currencies are issued by the Corporation,
the equivalent thereof in such Specified Currencies based upon the Market
Exchange Rate (as defined below) on the date the Corporation agreed to issue
such Securities).  Unless a greater
minimum denomination is specified on the face hereof, the Securities of this series
are issuable only as registered Securities, without coupons, in minimum
denominations of US$100,000 (or, in the case of Securities denominated in a
Specified Currency, the equivalent thereof in such Specified Currency on the
basis of the noon buying rate for cable transfers in The City of New York as
certified for customs purposes by (or, if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York (the “Market Exchange
Rate”) for such Specified Currency on the date the Corporation agrees to issue
such Security, rounded down to the nearest 1,000 units of such Specified
Currency) and in integral multiples of US$1,000 in excess thereof (or, in the
case of Securities denominated in a Specified Currency, 1,000 units of such
Specified Currency).  The Securities of
this series may be issued from time to time in various principal amounts and
currencies or currency units, may bear different Stated Maturities, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, and may otherwise vary.


 


The Corporation shall have
the right to require the Holder of this Security, as a condition of payment of
the principal of or any premium or interest on this Security (or any Additional
Amounts payable in respect thereof), to present at the office of the Trustee or
any paying agent a certificate in such form as the Corporation may from time to
time prescribe to enable the Corporation to determine its duties and
liabilities with respect to (i) any taxes, assessments or governmental charges
which the Corporation, the Trustee, any paying agent or withholding agent may
be required to deduct or withhold from payments in respect of such Security
under any present or future law of Australia or any other jurisdiction or any
regulation of any taxing corporation thereof or therein and (ii) any reporting
or other requirements under such laws or regulations.  To the extent not otherwise prohibited by applicable laws and
regulations, the Corporation shall be entitled to determine its duties and
liabilities with respect to such deduction, withholding, reporting or other
requirements on the basis of information contained in such certificate or, if
no certificate shall be presented, on the basis of any presumption created by
any such law or regulation and shall be entitled to act in accordance with such
determination.


 


If this Security is
designated on the face hereof as an Original Issue Discount Security (an
“Original Discount Security”), then, notwithstanding anything to the contrary
contained in this Security, upon the redemption or acceleration of the Stated
Maturity of this Security there shall be payable, in lieu of the


 


6

















 


principal amount due at the Stated Maturity
hereof, an amount equal to the Amortized Face Amount of this Security.  The “Amortized Face Amount” of an Original
Issue Discount Security shall be the amount equal to the sum of (a) the issue
price of this Security (as defined below), plus (b) that portion of the
difference between the issue price and the principal amount of this Security
that has been amortized at the Stated Yield (as defined below) of this Security
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount exceed the
principal amount of this Security due at the Stated Maturity hereof.  As used in the previous sentence “issue
price” means the principal amount due at the Stated Maturity hereof less the
Total Amount of OID of this Security specified on the face hereof, and the
“Stated Yield” of this Security means the Yield to Maturity specified on the
face hereof or if not so specified, the yield to maturity compounded
semi-annually and computed in accordance with generally accepted United States
bond yield computation principles for the period from the Original Issue Date
hereof to the Stated Maturity hereof on the basis of its issue price and such
principal amount.


 


If it is indicated on the
face hereof that this is a “Renewable Note”, the Stated Maturity with respect
to this Security will be the Interest Payment Date specified on the face hereof
(the “Initial Maturity Date”), unless the Stated Maturity of all or any portion
of the principal amount of this Security is extended in accordance with the
procedures described below, unless modified as set forth on the face
hereof.  On the Interest Payment Dates in
January and July in each year, unless different Interest Payment Dates are
specified on the face hereof (each such Interest Payment Date, an “Election
Date”), the Stated Maturity hereof will be extended to the Interest Payment
Date occurring twelve months after such Election Date, unless the Holder hereof
elects to terminate the automatic extension of the Stated Maturity hereof or of
any portion hereof having a principal amount of US$1,000 or any multiple of
US$1,000 in excess thereof by delivering a notice of such effect to the Paying
Agent not less than nor more than a number of days specified on the face hereof
prior to such Election Date.  Such
option may be exercised with respect to less than the entire principal amount
hereof; provided  that the principal amount for which such option
is not exercised is at least US$1,000 or any larger amount that is an integral
multiple of US$1,000.  Notwithstanding
the foregoing, the Stated Maturity hereof may not be extended beyond the Final
Maturity Date, as specified on the face hereof (the “Final Maturity
Date”).  If the Holder elects to
terminate the automatic extension or the Stated Maturity of any portion of the
principal amount hereof and such election is not revoked as described below,
such portion will become due and payable on the Interest Payment Date falling
six months (unless another period is specified on the face hereof) after the
Election Date prior to which the Holder made such election.


 


An election to terminate the
automatic extension of the Stated Maturity may be revoked as to any portion hereof
having a principal amount of US$1,000 or any multiple of US$1,000 in excess
thereof by delivering a notice to such effect to the Paying Agent on any day
following the effective date of the election to terminate the automatic
extension of the Stated Maturity and prior to the date 15 days before the date
on which such portion would otherwise mature. 
Such a revocation may be made for less than the entire principal amount
hereof for which the automatic extension of the Stated Maturity has been
terminated; provided  that the principal amount hereof for which
the automatic extension of the Stated Maturity has been terminated and for
which such a revocation has not been made is at least US$1,000 or any larger
amount that is an integral multiple of US$1,000.  Notwithstanding the foregoing, a revocation may not be made during
the period from and including a Record Date to but excluding the immediately
succeeding Interest Payment Date.


 


An election to terminate the
automatic extension of the Stated Maturity hereof, if not revoked as described
above by the Holder making the election or any subsequent Holder, will be
binding upon such subsequent Holder.


 


A Renewable Note may be
redeemed in whole or in part at the option of the Corporation on the Interest
Payment Dates in each year specified on the face hereof, commencing with the
Interest Payment Date specified on the face hereof, at the Redemption Price or
Prices as stated on the face hereof, together with accrued and unpaid interest
to the Redemption Date. Notice of redemption will be provided by mailing a
notice of such redemption to each Holder by first class mail, postage prepaid,
at least 180 days prior to the Redemption Date.


 


It shall be indicated on the
face hereof whether the Corporation has the option to extend the Stated
Maturity hereof for one or more periods of one or more whole years (each an
“Extension Period”) up to


 


7

















 


but not beyond the date (the “Final Maturity
Date”) set forth on the face hereof.  If
the Corporation has such option with respect to any Security (an “Extendible
Note”), the following procedures will apply, unless modified as set forth on
the face hereof.


 


The Corporation may exercise
such option with respect to an Extendible Note by notifying the Paying Agent of
such exercise at least 45 but not more than 60 days prior to the Stated
Maturity originally in effect with respect to such Note (the “Original Maturity
Date”) or, if the Stated Maturity of such Note has already been extended, prior
to the Stated Maturity then in effect (an “Extended Maturity Date”).  No later than 38 days prior to the Original
Maturity Date or an Extended Maturity Date, as the case may be (each a
“Maturity Date”), the Paying Agent will mail to the Holder of such Note a
notice (the “Extension Notice”), relating to such Extension Period, by first
class mail, postage prepaid, setting forth (a) the election of the Corporation
to extend the Stated Maturity of such Note; (b) the new Extended Maturity Date;
(c) the interest rate applicable to the Extension Period (which, in the case of
a Floating Rate Note, will be calculated with reference to an interest formula
and the Spread or Spread Multiplier, if any); and (d) the provisions, if any,
for redemption during the Extension Period, including the date or dates on
which the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period.  Upon the mailing by the Paying Agent of an Extension Notice to
the Holder of an Extendible Note, the Stated Maturity of such Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms it had
prior to the mailing of such Extension Notice.


 


Notwithstanding the
foregoing, not later than 10:00 A.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect for an Extendible Note
(or, if such day is not a Business Day, not later than 10:00 A.M., New York
City time, on the immediately succeeding Business Day), the Corporation may, at
its option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate (or, in the case of a Floating Rate Note, a
higher Spread or Spread Multiplier, if any) for the Extension Period by causing
the Paying Agent to send notice of such higher interest rate (or, in the case
of a Floating Rate Note, a higher Spread or Spread Multiplier, if any) to the
Holder of such Note by first class mail, postage prepaid, or by such other
means as shall be agreed between the Corporation and the Paying Agent.  Such notice shall be irrevocable.  All Extendible Notes with respect to which
the Maturity Date is extended in accordance with an Extension Notice will bear such
higher interest rate (or, in the case of a Floating Rate Note, a higher Spread
or Spread Multiplier, if any) for the Extension Period, whether or not tendered
for redemption.


 


If the Corporation elects to
extend the Stated Maturity of an Extendible Note, the Holder of such Note will
have the option to require the Corporation to redeem such Note on the Maturity
Date then in effect at a price equal to the principal amount thereof plus any
accrued and unpaid interest to such date. 
In order for an Extendible Note to be redeemed on such Maturity Date,
the Holder must follow the procedures for optional redemption specified in the
applicable Prospectus Supplement, except that the period for delivery of such
Note or notification to the Paying Agent shall be at least 25 but not more than
35 days prior to the Maturity Date then in effect and except that a Holder who
has tendered an Extendible Note for redemption pursuant to an Extension Notice
may, by written notice to the Paying Agent, revoke any such tender for
redemption until 3:00 P.M., New York City time, on the twentieth calendar day
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, until 3:00 P.M., New York City time, on the immediately succeeding
Business Day).


 


If this Security is
denominated in a Specified Currency, unless the Holder hereof is entitled to
make, and has made, a Specified Currency Payment Election with respect to such
payments as provided on the face hereof, the Holder of this Security shall
receive payments of principal and any premium and interest in U.S. dollars at
an exchange rate based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (who, unless otherwise specified on the
face hereof, shall be the Trustee) at approximately 11:00 A.M., New York City
time, on the second Market Day with respect to this Security preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Corporation for the purchase by the quoting dealer of the
Specified Currency for U.S. dollars for settlement on such payment date of the
aggregate amount of such Specified Currency payable to all Holders of
Securities of this series denominated in such Specified Currency and scheduled
to receive U.S. dollar payment on such payment date and at which the applicable
dealer commits to execute a contract. 
All currency exchange costs incurred by the Corporation in converting a
Specified Currency into U.S. dollars in order to make payments hereon will be
borne by the Holder of this Security by deductions from such payments.  If such bid quotations are not available, or
if a Specified


 


8

















 


Currency Payment Election has been made with
respect to such payments, payments will be made in the Specified Currency (or,
if such Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts, such other coin or currency of the
country which issued such Specified Currency as at the time of such payment is
legal tender for the payment of such debts); provided, however,
that if such Specified Currency (or, if applicable, such other coin or
currency) is unavailable due to the imposition of exchange controls or other
circumstances beyond the Corporation’s control, the Corporation will be
entitled to make payments in U.S. dollars on the basis of the Market Exchange
Rate for such Specified Currency (or, if applicable, such other coin or
currency) on the second Market Day with respect to this Security prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate or as otherwise indicated
hereon.


 


“Market Day” means (a) with
respect to any Note other than a Foreign Currency Note or a Currency Indexed
Note, any day that is a Business Day in The City of New York, (b) with respect
to Foreign Currency Notes only (other than Foreign Currency Notes that are
Currency Indexed Notes or denominated in Euro), any Business Day in The City of
New York that is also a Business Day in the principal financial center of the
country of the Specified Currency or, with respect to Foreign Currency Notes denominated
in Australian dollars, Melbourne, or (c) with respect to Foreign Currency Notes
denominated in euro only, any Business Day in The City of New York that is also
designated as a euro settlement day by the Euro Banking Association in Paris or
otherwise generally regarded in the euro interbank market as a day on which
payments in euro are made, or with respect to Foreign Currency Notes
denominated in Australian dollars, Melbourne. 
Capitalized terms used in this paragraph but not defined herein shall have
the meanings attributed to them in the applicable Prospectus Supplement.


 


“Business Day”, when used
with respect to any place of payment or any other particular location, means
any day which is not a Saturday or Sunday and which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.


 


If one or more Redemption
Dates (or ranges of Redemption Dates) are specified on the face hereof, this
Security is subject to redemption upon not less than 30 days’ notice by mail,
on any such date (or during any such range), as a whole, or from time to time
in part, at the election of the Corporation, at a Redemption Price determined
as provided in the next succeeding sentence, together with accrued interest to
the Redemption Date; provided that, interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder
hereof (or one or more Predecessor Securities) of record at the close of
business on the Regular Record Dates referred to on the face hereof.  Unless otherwise specified on the face
hereof, the “Redemption Price” for any such redemption shall be the amount
determined by multiplying the Redemption Percentage specified on the face
hereof with respect to the relevant Redemption Date (or range of such dates),
by the portion of the principal amount hereof (or if this Security is an
Original Issue Discount Security, the portion of the Amortized Face Amount
hereof) to be redeemed; provided, however, that in no event shall
the Redemption Price be less than 100% of the portion of the principal amount
hereof (or, if this Security is an Original Issue Discount Security, the
portion of the Amortized Face Amount hereof) to be redeemed.


 


In addition to its ability
to redeem this Security pursuant to the foregoing, this Security may be
redeemed at the option of the Corporation on the terms set forth, and as more
fully described, in the Indenture, in certain circumstances if the Corporation
would be required to pay Additional Amounts in respect hereof as a result of
any change or amendment of any law, regulation or published tax ruling of
Australia, or any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in the official administration,
interpretation or application of such laws, regulations or published tax
rulings, in each case occurring after the Issue Date hereof.


 


In the event of redemption
of this Security in part only, a new Security or Securities of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.


 


9

















 


The Indenture contains
provisions for defeasance at any time of (i) the entire indebtedness of this
security or (ii) certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.


 


If one or more Repayment
Dates (Option of Holder) (or ranges of such dates) is specified on the face
hereof, this Security is subject to repayment on any such date (or during any
such range) or, if such date is not a Market Day, on the first Market Day
following such date, as a whole or from time to time in part, at the election
of the Holder hereof, at a Repayment Price determined as provided in the fifth
succeeding sentence together with accrued interest thereon to the Repayment
Date, but interest installments whose Stated Maturity is on or prior to the
Repayment Date will be payable to the Holder hereof at the close of business on
the Regular Record Date referred to on the face hereof, all as provided in the
Indenture.  Such election shall be
effected by the Holder hereof delivering to the Corporation at the principal
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York not less than 30 nor more than 60 days prior to the date on which this
Security is to be repaid, or during such other Notice Period specified on the
face hereof, a notice requesting such repayment in the form described below and
specifying the date upon which this Security is to be repaid.  Any notice given by a Holder pursuant to
this paragraph shall consist of either (i) this Security with the form entitled
“Option to Elect Repayment” set forth at the end of this Security duly
completed or (ii) a telegram, facsimile transmission or a letter from a member
of a national securities exchange, or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States
setting forth the name of the Holder hereof, the principal amount of this
Security, the principal amount of this Security to be repaid, the certificate
number or a description of the terms of this Security, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Security, together with the duly completed form entitled “Option to Elect
Repayment” below, will be received by the Trustee not later than the fifth
Business Day after the date of such telegram, facsimile transmission or letter;
provided, however, that such telegram, facsimile transmission or
letter shall only be effective if this Security and form duly completed are
received by the Trustee by such fifth Business Day.  Exercise of the repayment option by the Holder hereof will be
irrevocable.  If applicable, the
“Repayment Price” for any such repayment shall be determined by multiplying the
Repayment Percentage (Option of Holder) specified on the face hereof with
respect to the relevant Repayment Date (Option of Holder) (or range of such
dates) by the portion of the principal amount hereof (or, if this Security is
an Original Issue Discount Security, the portion of the Amortized Face Amount
hereof) to be repaid, together with interest accrued thereon to the Repayment
Date; provided, however, that in no event shall the Repayment
Price be less than 100% of the portion of the principal amount hereof (or, if
this Security is an Original Issue Discount Security, the portion of the
Amortized Face Amount hereof) to be repaid.


 


If an Event of Default with
respect to the Securities of this series shall occur and be continuing, the
principal of the Securities of this series (or, in the case of Original Issue
Discount Securities, the Amortized Face Amount thereof) may be declared due and
payable in the manner and with the effect provided in the Indenture.  Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Corporation’s
obligations in respect of the payment of the principal of the interest, if any,
on the Securities of this series shall terminate.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Corporation and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Corporation and the Trustee with the consent of the Holders
of 662/3% in principal amount of the Securities at the
time Outstanding of each series to be affected.  The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Corporation with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Security or variation of the Negative Pledge shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee


 


10

















 


written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and shall have
offered the Trustee reasonable indemnity, and the Trustee, during the 60 day
period after receipt of such notice, request and offer of indemnity, shall have
failed to institute any such proceeding and shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request.  The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 


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


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the
Corporation in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same. 
Following the exercise of any redemption option by the Holder hereof,
the Trustee shall not be required to issue, register the transfer of or
exchange that portion of this Security with respect to which such option has
been exercised.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Corporation 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 Security for registration of transfer, the Corporation, the Trustee and
any agent of the Corporation or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and neither the Corporation, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


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


 


The Securities of this
series may be issued in the form of one or more Global Securities to The
Depository Trust Company, as depositary for the Global Securities of this series
(the “Depositary”), or its nominee and registered in the name of the Depositary
or such nominee.  If this Security is
designated on the face hereof as a Global Security, the transfer and exchange
hereof is subject to the limitations set forth in the Indenture and in the
legends on the face hereof. 
Notwithstanding any other provision in the Indenture or of this Global
Security, this Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of this Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for
this Global Security or a nominee thereof unless (A) such Depositary
(i) has notified the Corporation that it is unwilling or unable to
continue as Depositary for this Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to this Global
Security, (C) the Corporation in its sole discretion shall have notified the
Depositary that the Global Securities shall be exchanged for such Securities or
(D) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by
Section 301 of the Indenture. 
Notwithstanding any other provision in the Indenture or of this Global
Security, if the restriction set forth in the preceding sentence shall have
ceased to apply to this Global


 


11

















 


 Security
it may be transferred only to, and may be registered and exchanged for
Securities registered only in the name or names of, such Person or Persons as
the Depositary for this Global Security shall have directed and no transfer
thereof other than such a transfer may be registered.


 


In the Indenture, the
Corporation has appointed its Managing Director, Americas, acting through its
office in the Borough of Manhattan, The City of New York located at 1177 Avenue
of the Americas, New York, New York, and his successors, as its authorized
agent (“Authorized Agent”) upon which process may be served in any legal action
or proceeding against it with respect to its obligations under the Securities
or the Indenture, as the case may be, instituted in any State or Federal court
in the Borough of Manhattan, The City of New York by the Holder of any Security
and has irrevocably submitted to the non-exclusive jurisdiction of any such
court in respect of such legal action. 
Such appointment shall be irrevocable until all amounts in respect of
the principal of and any premium and interest due and to become due on or in
respect of all the Securities have been paid by the Corporation to the Trustee
pursuant to the terms of the Indenture and the Securities and paid or returned
to the Trustee as provided in Section 309 of the Indenture.  Notwithstanding the foregoing, the
Corporation has reserved the right to appoint another person located or with an
office in the Borough of Manhattan, The City of New York, selected in its discretion,
as a successor Authorized Agent, and upon acceptance of such appointment by
such a successor the appointment of the prior Authorized Agent shall
terminate.  If for any reason the
Corporation’s General Manager, Americas, ceases to be able to act as the
Authorized Agent or to have an address in the Borough of Manhattan, The City of
New York, the Corporation will appoint a successor Authorized Agent in
accordance with the preceding sentence. 
The Corporation will take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment or appointments in full force and effect as aforesaid.  Service of process upon the Authorized Agent
addressed to it at the address set forth above, as such address may be changed
within the Borough of Manhattan, The City of New York by notice given by the
Authorized Agent to the Trustee, together with written notice of such service
mailed or delivered to the Corporation at 100 Queen Street, Melbourne, Victoria,
3000 Australia, attention: Company Secretary, shall be deemed, in every
respect, effective service of process on the Corporation.  Notwithstanding the foregoing, any action
based on the Securities may be instituted by a Holder of a Security in any
competent court in the State of Victoria or any court in Australia competent to
hear appeals therefrom.  To the fullest
extent permitted by law, the Corporation has waived irrevocably any immunity
from jurisdiction to which it might otherwise be entitled in any action based
on the Securities or the Indenture which may be instituted by the Holder of any
Security in any State or Federal court in the Borough of Manhattan, The City of
New York or in any competent court in the State of Victoria or in Australia
competent to hear appeals therefrom.


 


This Security and the
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, but without regard to the conflict of laws principles
thereof; provided, however, that (i) the authorization and
execution of the Indenture and this Security, as applicable, and (ii) the
occurrence of an Event of Default under Sections 501(6) or (7) of the Indenture
shall be governed by the laws of the State of Victoria, Commonwealth of
Australia.


 


12

















 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed
as though they were written out in full according to applicable laws or
regulations.


 


	
  TEN COM

  	
  -

  	
  as tenants in common

  
	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  -

  	
  as tenants by the
  entireties

  
	
   

  	
   

  	
   

  
	
  JT TEN

  	
  -

  	
  as joint tenants with
  right of survivorship and not as tenants in common

  



 


	
  UNIF GIFT MIN ACT

  	
   

  	
                                                         Custodian                                   

  
	
   

  	
   

  	
  (Custodian)

  	
  (Minor)

  



 


Under Uniform Gifts to
Minors Act
(                                     )


(State)


 


Additional abbreviations may also be used
though not in the above list.


 


13

















 


OPTION
TO ELECT REDEMPTION


 


The undersigned hereby
irrevocably requests and instructs Australia and New Zealand Banking Group
Limited (A.B.N. 11 005 357 522) to repay the within Security (or portion
thereof specified below) pursuant to its terms at the Repayment Price, to the
undersigned at


 


	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF THE
  UNDERSIGNED

  
	
   

  
	
   

  
	
   

  



 


If less than the entire
principal amount of the within Security is to be repaid, specify the portion
thereof which the Holder elects to have repaid:


 


                                                                                             ;
and specify the denomination of denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the Holder
for the portion of the within Security not being repaid (in the absence of any
such specification, one such Security will be issued for the portion not being
repaid):


	
   

  



 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  NOTICE: This signature on
  this Option to Elect Repayment must correspond with the name as written upon
  the face of the within instrument in every particular without alteration or
  enlargement or any change whatever.

  
				



 


14

















 


TRANSFER
NOTICE


 


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


 


	
   

  
	
  PLEASE
  INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

  
	
   

  
	
   

  
	
   

  



 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  NOTICE: The signature to
  this assignment must correspond with the name as written upon the face of the
  within instrument in every particular without alteration or enlargement or
  any change whatever.

  
				



 


	
  Signature guaranteed: 

  	
   

  	
   

  
	
   

  	
   

  
	
  NOTICE:

  	
  The signature on this Transfer
  Notice must be guaranteed by a member firm of the Securities Transfer Agent
  Medallion Program.

  
				



 


15