Exhibit 4.6


 


[SUBORDINATED FLOATING 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.
  SUB/FLR-A

  	
  FLOATING RATE U.S. MEDIUM-TERM NOTE, SERIES A

  	
  CUSIP NO.

  
					



 


 


2

















 


	
  PRINCIPAL
  AMOUNT AND CURRENCY OR CURRENCY UNIT:

  
	
   

  
	
  GLOBAL
  SECURITY:

  
	
   

  
	
  DENOMINATIONS
  (if necessary):

  
	
   

  
	
  OPTION
  TO RECEIVE PAYMENT IN SPECIFIED CURRENCY:

  
	
   

  
	
  ORIGINAL
  ISSUE DATE:

  
	
   

  
	
  STATED
  MATURITY:

  
	
   

  
	
  FINAL
  MATURITY DATE:

  
	
  (For
  Renewable and Extendible Notes only)

  
	
   

  
	
  COMPUTATION
  PERIOD:

  
	
   

  
	
  INDEX
  CURRENCY:

  
	
   

  
	
  INDEX
  MATURITY:

  
	
   

  
	
  INITIAL
  INTEREST RATE:

  
	
   

  
	
  INTEREST
  RATE BASIS:

  
	
   

  
	
  SPREAD
  (PLUS OR MINUS):

  
	
   

  
	
  SPREAD
  MULTIPLIER:

  
	
   

  
	
  MAXIMUM
  INTEREST RATE:

  
	
   

  
	
  MINIMUM
  INTEREST RATE:

  
	
   

  
	
  INTEREST
  PAYMENT PERIOD:

  
	
   

  
	
  INTEREST
  PAYMENT MONTH(S):

  
	
   

  
	
  INTEREST
  PAYMENT DATE(S):

  
	
   

  
	
  INTEREST
  RESET PERIOD:

  
	
   

  
	
  INTEREST
  RESET MONTH(S):

  
	
   

  
	
  INTEREST
  RESET DATE(S):

  
	
   

  
	
  INTEREST
  DETERMINATION DATE(S):

  
	
   

  
	
  RENEWABLE
  NOTE:

  
	
  Insert
  any other provisions or legends:

  
	
   

  
	
  REGULAR
  RECORD DATE(S):

  
	
   

  
	
  REDEMPTION
  DATE(S):

  
	
   

  
	
  REDEMPTION
  PERCENTAGE(S)/PRICE(S):

  
	
   

  
	
  REPAYMENT
  DATE(S) (OPTION OF HOLDER):

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S) (OPTION OF HOLDER):

  
	
   

  
	
  NOTICE
  PERIOD:

  
	
   

  
	
  CALCULATION
  AGENT:

  
	
   

  
	
  EXCHANGE
  RATE AGENT:

  
	
   

  
	
  CALCULATION
  DATE:

  
	
   

  
	
  ALTERNATIVE
  RATE EVENT SPREAD:

  
	
   

  
	
  ORIGINAL
  ISSUE DISCOUNT SECURITY:

  
	
   

  
	
  TOTAL
  AMOUNT OF OID:

  
	
   

  
	
  OID
  AS A PERCENTAGE OF PRINCIPAL AMOUNT:

  
	
   

  
	
  YIELD
  TO MATURITY:

  
	
   

  
	
  EXTENDIBLE
  NOTE:

  
	
   

  
	
  EXTENSION PERIOD:

  



 


AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation
duly incorporated under the laws of the State of Victoria, Commonwealth of
Australia (herein called the “Corporation”, which term includes any successor
Person under the Indenture hereinafter


 


3

















 


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, at a rate per annum equal to the
Initial Interest Rate specified above (the “Initial Interest Rate”) until the
first Interest Reset Date (as defined on the reverse hereof) following the
Original Issue Date and thereafter at a rate determined in accordance with the
provisions on the reverse hereof under the heading “Determination of CD Rate”,
“Determination of Commercial Paper Rate”, “Determination of Prime Rate”,
“Determination of Federal Funds Effective Rate”, “Determination of LIBOR”,
“Determination of Treasury Rate”, “Determination of Australian Bank Bill Rate”
or “Determination of CMT Rate”, depending upon whether the Interest Rate Basis
specified above is CD Rate, Commercial Paper Rate, Prime Rate, Federal Funds
Effective Rate, LIBOR, Treasury Rate, Australian Bank Bill Rate or CMT Rate,
subject in each case to the addition or subtraction of the Spread, if any,
shown above or to multiplication by the Spread Multiplier, if any, shown 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.  Such interest shall be
payable by the Corporation monthly, quarterly, semi-annually or annually as
specified above under “Interest Payment Period” and, unless otherwise specified
above under “Interest Payment Date(s)”, such interest shall be payable by the Corporation
on the third Wednesday of the month or months specified above under “Interest
Payment Month(s)” in each year (or if any such day is not a Market Day (as
defined on the reverse hereof) with respect to this Security, on the next
succeeding Market Day with respect to this Security or, if the Interest Rate
Basis specified above is LIBOR and the next succeeding such Market Day falls in
the next calendar month, the next day preceding such Market Day) (each date so
specified above or, if none is so specified, determined as herein provided, an
“Interest Payment Date”) and at Maturity commencing on the first Interest
Payment Date next succeeding the Original Issue Date, or, if the Interest Reset
Period specified above is weekly and the Original Issue Date is after a Regular
Record Date and on or prior to the next succeeding Interest Payment Date, on
the second Interest Payment Date next succeeding the Original Issue Date.  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.


 


Upon
the occurrence of an Event of Default, subject to the subordination provisions
hereinafter referred to, there shall become due and payable with respect to
this Security, and the Corporation shall pay to the Person in whose name this
Security is registered on the date fixed for payment, the principal amount
hereof and all accrued and unpaid interest hereon to such date for payment. An
“Event of Default” is defined solely as the making of any order by a court of
the State of Victoria, Commonwealth of Australia or a court with appellate
jurisdiction from such court which is not successfully appealed or permanently
stayed within 60 days of the entry of such order, or the valid adoption by the
Shareholders of the Corporation of an


 


4

















 


effective
resolution, in either case for the winding-up of the Corporation (other than
under or in connection with a scheme of amalgamation or reconstruction not
involving a bankruptcy or insolvency).


 


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 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.


 


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


 


5

















 


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.


 


6

















 


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.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  BANK OF NEW YORK, as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  	
   

  



 


7

















 


[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 January 15, 1994, 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 The Bank of New York, 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 will constitute unsecured obligations of the
Corporation, will be subject to the subordination provisions described herein
and will rank pari passu without
any preference among themselves.  The
Securities of this series will also rank pari
passi as to subordination with the securities listed in
Section 301 of the Indenture.


 


In
any winding-up of the Corporation, the claims of Holders of Securities of this
series will be subordinated to the claims of Other Creditors of the Corporation
to the extent and as set forth in Article Thirteen of the Indenture, and
this Security is issued subject to the provisions of the Indenture with respect
thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his true and lawful attorney for any and all such
purposes.  “Other Creditors” means all
creditors of the Corporation (including but not limited to all depositors of
the Corporation) other than (i) Holders of Securities, (ii) creditors whose
claims against the Corporation rank, or are expressed to rank, pari passu with the claims of Holders of
Securities (which shall be deemed to include all creditors, present and future,
to whom the Corporation is indebted where the terms of such indebtedness (a)
provide that such indebtedness will become due and payable on a specified or
determinable date or at the end of a specified or determinable period, and that
in the event of a winding-up of the Corporation the claims of those creditors
against the Corporation will be, or are expressed to be, subordinated in right
of payment to the claims of all depositors and other unsubordinated creditors
of the Corporation, and (b) do not provide that in the event of a winding-up of
the Corporation the claims of those creditors against the Corporation will
rank, or are expressed to rank, ahead of the claims of any other subordinated
creditors of the Corporation to whom the Corporation is indebted on terms which
conform to the foregoing description contained in this clause (ii) excluding
this sub-clause (b)); and (iii) creditors whose claims against the Corporation
rank, or are expressed to rank, after the claims of the Holders of Securities
(which creditors shall be deemed to include all creditors, present and future,
to whom the Corporation is indebted where the terms of such indebtedness
provide that such indebtedness is undated or perpetual or otherwise of no fixed
and determinable maturity, and that in the event of a winding-up of the
Corporation the claims of those creditors against the Corporation will be, or
are expressed to be, subordinated in right of payment to the claims of all
depositors and other unsubordinated creditors of the Corporation and any or all
of the creditors of the Corporation referred to in clause (ii) above).


 


If
the Corporation fails to pay (i) any interest on the relevant Payment Date, and
such failure is continued for 30 days, or (ii) the principal amount of, and any
premium, on the Securities when due, then in each of such cases such failure
shall constitute a “Default”.  If any Default shall occur and be continuing,
the Trustee may pursue actions for specific performance, commence a judicial
proceeding for the collection or recovery of the sums so due and unpaid or for
the enforcement of any such payments due or institute a proceeding in the State
of Victoria, Commonwealth of Australia (but not elsewhere) for the winding-up
of the Corporation; provided, however,
that the Trustee may not declare the principal amount of the Securities to be
due and payable.  Holders of Securities
of this series will be deemed to have waived any right to set-off or
counterclaim that they might otherwise have against the Corporation.


 


8

















 


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
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; provided,
however, that if the Interest Reset Period specified on the face hereof
is daily or weekly, the interest payable on any Interest Payment Date will be
the interest accrued from and including the Original Issue Date or from and
including the day following the most recent Regular Record Date in respect of
which interest has been paid or duly provided for, as the case may be, to but
excluding the day following the Regular Record Date immediately preceding such
Interest Payment Date. Notwithstanding the foregoing, the interest payable at
Maturity will include interest accrued to but excluding the date of
Maturity.  Accrued interest hereon shall
be calculated by multiplying the face amount hereof by an accrued interest
factor.  Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated.  The interest factor for each such day
(expressed as a decimal rounded, if necessary, as described below) shall be
computed by dividing the interest rate (expressed as a decimal rounded, if
necessary, as described below) applicable to such day by (i) 360 if the
Interest Rate Basis specified on the face hereof is the Commercial Paper Rate,
Prime Rate, CD Rate, Federal Funds Effective Rate or LIBOR, (ii) the actual
number of days in the year (365 or 366, as the case may be) if the Interest
Rate Basis specified on the face hereof is the Treasury Rate or CMT Rate, (iii)
365 if the Interest Rate Basis specified on the face hereof is the Australian
Bank Bill Rate or (iv) notwithstanding the foregoing, the number of days in the
Computation Period, if any, specified on the face hereof.  Except as otherwise provided herein, all
percentages resulting from any calculation with respect to this Security will
be rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts and all amounts in Specified
Currencies used in or resulting from such calculations will be rounded to the
nearest cent and unit, respectively (with one-half cent and one-half unit being
rounded upwards).


 


The
rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually, as specified on the face hereof under
Interest Reset Period (each date upon which interest is so reset as provided
below being hereinafter referred to as an “Interest Reset Date”), and the
interest rate in effect on any day shall be (a) if such day is an Interest
Reset Date, the interest rate for such Interest Reset Date or (b) if such day
is not an Interest Reset Date the interest rate for the immediately preceding
Interest Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date of this Security (or one or
more Predecessor Securities) to but excluding the first Interest Reset Date
will be the Initial Interest Rate specified on the face hereof.  Notwithstanding the foregoing, the interest
rate hereon shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the face hereof and
in no event shall be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application.  Unless otherwise specified on the face
hereof and except as provided in the next succeeding sentence, the Interest
Reset Date with respect to this Security will be,


 


9

















 


if
the Interest Reset Period specified on the face hereof is daily, each Market
Day; if the Interest Reset Period specified on the face hereof is weekly
(unless the Interest Rate Basis specified on the face hereof is the Treasury
Rate), the Wednesday of each week; if the Interest Reset Period specified on
the face hereof is weekly and the Interest Rate Basis specified on the face
hereof is the Treasury Rate, except as otherwise provided below, the Tuesday of
each week; if the Interest Reset Period specified on the face hereof is
monthly, the third Wednesday of each month; if the Interest Reset Period
specified on the face hereof is quarterly, the third Wednesday of each March, June,
September and December; if the Interest Reset Period specified on the face
hereof is semi-annually, the third Wednesday of two months in each year
specified under “Interest Reset Month(s)” on the face hereof; and if the
Interest Reset Period specified on the face hereof is annually, the third
Wednesday of the one month in each year specified under “Interest Reset
Month(s)” on the face hereof. If, pursuant to the preceding sentence, any
Interest Reset Date would otherwise be a day that is not a Market Day (as
defined below) with respect to this Security, the Interest Reset Date shall be
the next succeeding day that is a Market Day with respect to this Security,
except that if the Interest Rate Basis specified on the face hereof is LIBOR
and the immediately succeeding such Market Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
such Market Day.  Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date
the rate of interest on this Security shall be the rate determined in
accordance with the provisions of the applicable heading below.


 


“Market
Day” means (a) with respect to any Note other than LIBOR Note, 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 LIBOR Notes only, any Business Day in The
City of New York on which dealings in deposits in U.S. dollars are transacted
in the London interbank market, (c) 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 (d) 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
euros are made.


 


“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.


 


Determination of CD Rate.  If the Interest Rate Basis
specified on the face hereof is the CD Rate, the interest rate with respect to
this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “CD Rate Interest Determination Date”) for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
(i) as published in the weekly statistical release entitled “Statistical
Release H.15(519), Selected Interest Rates”, or any successor publication,
published by the Board of Governors of the United States Federal Reserve System
(“H.15(519)”) under the heading “CDs (Secondary Market)” or (ii) if such
rate is not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Rate Interest Determination Date, then as published in
the daily statistical release entitled “Composite 3:30 P.M. Quotations for U.S.
Government Securities”, or any successor publication, published by the Federal
Reserve Bank of New York (“Composite Quotations”) under the heading
“Certificates of Deposit”, or (b) if such rate is not published  in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on such Calculation Date, the arithmetic
mean, as calculated by the Calculation Agent on such Calculation Date, of the
secondary market offered rates, as of 10:00 A.M., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of U.S. $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate shall be the
CD Rate in effect on such CD Rate Interest Determination Date (or if there was
no such Interest Reset Period, the CD Rate shall be the Initial Interest Rate).


 


10

















 


Determination of Commercial Paper Rate.  If
the Interest Rate Basis specified on the face hereof is the Commercial Paper
Rate, the interest rate with respect to this Security for any Interest Reset
Date shall equal (a) the Money Market Yield (calculated as described
below) of the rate on the second Market Day with respect to this Security
immediately preceding such Interest Reset Date (the “Commercial Paper Interest
Determination Date”) for commercial paper having the Index Maturity specified
on the face hereof, (i) as published in H.15(519) under the heading
“Commercial Paper - Nonfinancial”, or (ii) if such rate is not so published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Commercial Paper Interest Determination Date, then as published in
Composite Quotations under the heading “Commercial Paper - Nonfinancial”, or
(b) if such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date, the
Money Market Yield of the arithmetic mean, as calculated by the Calculation
Agent on such Calculation Date, of the offered rates, as of 11:00 A.M., New
York City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity specified on
the face hereof placed for an industrial issuer whose bond rating is “AA”, or
the equivalent, from a nationally recognized rating agency; provided, however,
that if such dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate shall be the
Commercial Paper Rate in effect on such Commercial Paper Interest Determination
Date (or if there was no such Interest Reset Period, the Commercial Paper Rate
shall be the Initial Interest Rate).


 


“Money
Market Yield” shall be a yield (expressed as a percentage rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point),
calculated in accordance with the following formula:


 


	
  –

  	
  D x 360

  	
   

  
	
   

  	
  Money
  Market Yield =

  	
   

  	
  x
  100,

  
	
   

  	
  360 - (D x M)

  	
   

  
				



 


where
“D” refers to the per annum rate for commercial paper quoted on a bank discount
basis and expressed as a decimal; and “M” refers to the actual number of days
in the interest period for which interest is being calculated.


 


Determination of Prime Rate.  If the Interest Rate Basis
specified on the face hereof is the Prime Rate, the interest rate with respect
to this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “Prime Rate Interest Determination Date”) as published
in H.15(519) under the heading “Bank Prime Loan”, (b) if such rate is not so
published prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Prime Rate Interest Determination Date, the arithmetic mean,
as calculated by the Calculation Agent on such Calculation Date, of the rates
of interest publicly announced by each bank that appears on the display
designated as page “USPRIME1” on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks) (“Reuters Screen USPRIME1 Page”) as such bank’s prime rate or base lending
rate as in effect for that Prime Rate Interest Determination Date, or (c) if
fewer than four such rates but more than one such rate appear on the Reuters
Screen USPRIME1 Page for the Prime Rate Interest Determination Date, the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by four major money center banks in The
City of New York selected by the Calculation Agent, or (d) if fewer than two
quotations are provided, the arithmetic mean of the rates furnished in The City
of New York by the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, having total equity capital of at least U.S.$500,000,000 and being
subject to supervision or examination by Federal or State authority, selected
by the Calculation Agent to provide such rate or rates; provided, however,
that if the banks or trust companies selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate will be the
Prime Rate in effect on such Prime Rate Interest Determination Date (or if
there was no such Interest Reset Period, the Prime Rate shall be the Initial
Interest Rate).


 


Determination of Federal Funds Effective Rate.  If
the Interest Rate Basis specified on the face hereof is the Federal Funds
Effective Rate, the interest rate with respect to this Security for any
Interest Reset Date shall equal (a) the rate on the second Market Day with
respect to this Security immediately


 


11

















 


preceding
such Interest Reset Date (the “Federal Funds Effective Interest Determination Date”)
for Federal Funds having the Index Maturity specified on the face hereof (i) as
published in H.15(519) under the heading “Federal Funds (Effective)” or (ii) if
such rate is not so published prior to 9:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Effective Interest
Determination Date, then as published in Composite Quotations under the heading
“Federal Funds/ Effective Rate” or (b) if by 9:00 P.M., New York City time, on
such Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, the arithmetic mean, as calculated by the Calculation
Agent on such Calculation Date, of the rates, as of 9:00 A.M., New York City
time, on such Federal Funds Effective Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Effective Rate will be the Federal Funds Effective
Rate in effect on such Federal Funds Effective Interest Determination Date (or
if there was no such Interest Reset Period, the Federal Funds Rate shall be the
Initial Interest Rate).


 


Determination of LIBOR.  If the Interest Rate Basis
specified on the face hereof is LIBOR, the interest rate with respect to this
Security for any Interest Reset Date shall be determined by the Calculation Agent
in accordance with the following provisions:


 


(a)                                  With respect to any LIBOR Interest
Determination Date, LIBOR will be, as specified on the face hereof, determined
on the basis of either (i) the arithmetic mean of the offered rates for
deposits in the Index Currency specified on the face hereof (or if no currency
is specified, U.S. dollars) having the Index Maturity specified on the face
hereof, commencing on the second London Market Day immediately following such
LIBOR Interest Determination Date, which appear on the Reuters Screen LIBO Page
as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO Page (“LIBOR
Reuters”), or (ii) the rate for deposits in the Index Currency having the Index
Maturity designated on the face hereof, commencing on the second London Market
Day immediately following such LIBOR Interest Determination Date, that appears
on the Telerate Page specified on the face hereof (which, if the Index Currency
is U.S. dollars, will be Telerate page 3750) as of 11:00 A.M., London time, on
that LIBOR Interest Determination Date (“LIBOR Telerate”).  If neither LIBOR Reuters nor LIBOR Telerate
is specified on the face hereof, LIBOR will be determined as if LIBOR Telerate
had been specified.  If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page, as applicable, LIBOR for such LIBOR Interest Determination
Date will be determined as described in (b) below.


 


(b)                                 With respect to a LIBOR Interest
Determination Date on which fewer than two offered rates for the applicable
Index Maturity appear on the Reuters Screen LIBO Page, as specified in (a)(i)
above, or on which no rate appears on Telerate Page, as specified in (a)(ii)
above, as applicable, LIBOR will be determined on the basis of the rates at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date at which deposits in the Index Currency having the Index Maturity
specified on the face hereof are offered to prime banks in the London interbank
market by four major banks in the London interbank market selected by the
Calculation Agent commencing on the second London Market Day immediately
following such LIBOR Interest Determination Date and in a principal amount
equal to an amount of not less than US$1,000,000 (or the equivalent in the
Index Currency) that in the Calculation Agent’s judgment is representative for
a single transaction in such market at such time.  The Calculation Agent will request the principal London office of
each of such banks to provide a quotation of its rate.  If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean, as calculated by the Calculation Agent on such Calculation
Date, of such quotations.  If fewer than
two quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean, as calculated by the Calculation Agent on such
Calculation Date, of the rates quoted at approximately 11:00 A.M., New York
City time, on such LIBOR Interest Determination Date by three major banks in
the applicable principal financial center for the country of the Index
Currency, selected by the Calculation Agent, for


 


12

















 


loans
in the Index Currency to leading European banks having the specified Index
Maturity commencing on the second London Market Day immediately following such
LIBOR Interest Determination Date and in a principal amount equal to an amount
of not less than US$1,000,000 (or the equivalent in the Index Currency) that in
the Calculation Agent’s judgment is representative for a single transaction in
such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR for such LIBOR Interest Determination Date will be the
LIBOR in effect on such LIBOR Interest Determination Date (or if there was no
such Interest Reset Period, LIBOR shall be the Initial Interest Rate).


 


“London
Market Day” means any day on which deposits in U.S. dollars are transacted in
the London interbank market;


 


Determination of Treasury Rate.  If the Interest Rate Basis
specified on the face hereof is the Treasury Rate, the interest rate with
respect to this Security for any Interest Reset Date shall equal (a) the rate
for the most recent auction of direct obligations of the United States
(“Treasury bills”) having the Index Maturity shown on the face hereof as published
in H.15(519) under the heading “U.S. Government Securities - auction average
(investment)” on the Treasury Interest Determination Date (as defined below) or
(b) if such rate is not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, the
auction average rate (expressed as bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) for such auction
as otherwise announced by the United States Department of the Treasury or (c)
in the event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or reported as provided
in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation
Date or if no such auction is held in a particular week, the yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean, as calculated
by the Calculation Agent of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date, of
three leading primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity shown on the face hereof; provided, however,
that if such dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate shall be the Treasury
Rate on such Treasury Interest Determination Date (or if there was no such
Interest Reset Period, the Treasury Rate shall be the Initial Interest Rate).


 


The
“Treasury Interest Determination Date” pertaining to an Interest Reset Date
will be the day on which Treasury bills are auctioned for the week in which
such Interest Reset Date falls, or if no auction is held for such week, the
Monday of such week (or if Monday is a legal holiday, the next succeeding
Market Day) and the Interest Reset Date will be the Market Day immediately
following such Treasury Interest Determination Date.  If an auction is held for such week on Monday or the preceding
Friday, such Monday or preceding Friday shall be the Treasury Interest
Determination Date for such week, and the Interest Reset Date for such week
shall be the Tuesday of such week (or, if such Tuesday is not a Market Day, the
next succeeding Market Day).  If the
auction for such week is held on any day of such week other than Monday, then
such date shall be the Treasury Interest Determination Date and the Interest
Reset Date for such week shall be the next succeeding Market Day.


 


Determination of Australian Bank Bill Rate.  If
the Interest Rate Basis specified on the face hereof is the Australian Bank
Bill Rate, the interest rate with respect to this Security for any Interest
Reset Date shall equal the rate on such Interest Reset Date (or, if such
Interest Reset Date is not a Market Day, the next succeeding Market Day)
determined by the Calculation Agent by taking the rate quoted on the Reuters
Screen BBSW Page (or such other page as may replace the Reuters Screen BBSW
Page) (“Reuters Screen BBSW Page”) at or about 10:00 A.M., Melbourne time, on
such Interest Reset Date.  If such rate
does not appear on the Reuters Screen BBSW Page, the rate for that Interest
Reset Date will be determined by the Calculation Agent by taking the mean
buying and selling rates for a bill (which for the purpose of this definition
means a bill of exchange of the type specified for the purpose of quoting on
the Reuters Screen BBSW Page) having a tenor of the Index Maturity specified on
the face hereof, quoted at approximately 10:00 A.M., Melbourne time, on such
Interest Reset Date by five major financial institutions in the Australian
market authorized to quote on the


 


13

















 


Reuters
Screen BBSW Page selected by the Calculation Agent on application by the
Calculation Agent, eliminating the highest and the lowest mean rates and taking
the arithmetic mean of the remaining mean rates and then, if necessary,
rounding the resulting figure upwards to four decimal places; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Australian Bank Bill Rate will be
the Australian Bank Bill Rate in effect on such Interest Reset Date (or if
there was no such Interest Reset Period, the Australian Bank Bill Rate shall be
the Initial Interest Rate).


 


Determination of CMT Rate.  If the Interest Rate Basis
specified on the face hereof is the CMT Rate, the interest rate with respect to
this Security for any Interest Reset Date shall equal (a) the rate on the
second Market Day with respect to this Security immediately preceding such
Interest Reset Date (the “CMT Rate Interest Determination Date”) displayed on
the Designated CMT Telerate Page under the caption “... Treasury Constant
Maturities.... Federal Reserve Board Release H.15.... Mondays Approximately
3:45 p.m.,” under the column for the Index Maturity for (i) if the Designated
CMT Telerate Page is 7055, the rate on such CMT Rate Interest Determination
Date and (ii) if the Designated CMT Telerate page is 7052, the week or the
month, as applicable, ended immediately preceding the week or month, as
applicable in which the related CMT Rate Interest Determination Date occurs or
(b) if such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date will be such
Treasury Constant Maturity rate for the Index Maturity as published in the
relevant H.15(519) (or its replacement) or (c) if such information is not
provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time on the CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a “Reference
Dealer”) in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent, for the most recently issued
direct noncallable fixed rate obligations of the United States (“Treasury
notes”) with an original maturity of approximately the Index Maturity and
remaining term to maturity of not less than such Index Maturity minus one year
or (d) if the Calculation Agent cannot obtain three such Treasury notes
quotations, the CMT Rate for such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York, for
Treasury notes with an original maturity of the number of years that is the
next highest to the Index Maturity and a remaining term to maturity closest to
the Index Maturity and in an amount of at least $100,000,000; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate for such Interest Reset Date will be the same as
the CMT Rate for the immediately preceding Interest Reset Period (or, if there
was not such Interest Reset Period, the rate of interest payable on the CMT
Rate Notes for which the CMT Rate is being determined shall be the Initial
Interest Rate).  If two Treasury notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Index Maturity, the quotes for
the Treasury note with the shorter remaining term to maturity will be used.


 


Renewable Notes.  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


 


14

















 


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.


 


Extendible Notes.  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 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.


 


15

















 


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).


 


Unless
otherwise specified on the face hereof, the Calculation Date pertaining to (i)
any CD Rate Interest Determination Date, Commercial Paper Rate Interest
Determination Date, Treasury Interest Determination Date or Federal Funds
Effective Rate Interest Determination Date or a CMT Rate Interest Determination
Date, as the case may be, shall be the tenth day after such interest
determination date or, if any such day is not a Market Day with respect to this
Security, the next succeeding such Market Day and (ii) any Prime Rate Interest
Determination Date or LIBOR Interest Determination Date shall be such interest
determination date.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
on or before each Calculation Date.  At
the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate which will become effective as of the next Interest Reset
Date.  Unless otherwise specified on the
face hereof, the Calculation Agent shall be the Trustee.


 


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
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


 


16

















 


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
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 payments 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 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.


 


If
one or more Redemption Dates (or ranges of Redemption Dates)  is 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, all as
provided in the Indenture.  If
applicable, 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.


 


17

















 


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 of
record 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 of 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 the
amount 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 the
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.


 


Under
the existing requirements of the Australian Prudential Regulatory Authority
(“APRA”), no redemption, purchase or repurchase of any Securities prior to
their Stated Maturity may be made by the Corporation or any of its Subsidiaries
without the prior consent of APRA unless otherwise specified or determined by
APRA.


 


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 a majority 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. 
Unless otherwise specified or determined by APRA, the prior approval of
APRA is required to modify the terms of any Securities of any series.


 


18

















 


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
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


 


19

















 


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 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 will be governed by, and construed in accordance
with, the laws of the State of New York, except that the authorization and
execution hereof and of the Indenture, the occurrence of an Event of Default
and Article Thirteen of the Indenture (which contains the subordination
provisions) will be governed by, and construed in accordance with, the laws of
the State of Victoria, Commonwealth of Australia.


 


20

















 


 


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.


 


21

















 


OPTION TO ELECT REPAYMENT


 


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.

  



 


22

















 


 


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 THE UNDERSIGNED

  
	
   

  
	
   

  
	
   

  



 


 


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.

  
				



 


23