Exhibit 4.5


 


[SUBORDINATED 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.
  SUB/FXR-       

  	
   

  	
  U.S. MEDIUM-TERM NOTE, SERIES A

  	
   

  	
  CUSIP NO.

  
	
   

  	
   

  	
  (Fixed Rate)

  	
   

  	
   

  



 


 


	
  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:

  
	
   

  
	
  INTEREST
  RATE:

  
	
   

  
	
  INTEREST
  PAYMENT DATE(S):

  
	
   

  
	
  REGULAR
  RECORD DATE(S):

  
	
   

  
	
  REDEMPTION
  PERCENTAGE(S)/PRICE(S):

  
	
   

  
	
  REDEMPTION
  DATE(S):

  
	
   

  
	
  REPAYMENT
  DATE(S)

  
	
  (OPTION
  OF HOLDER):

  
	
   

  
	
  RENEWABLE
  NOTE:

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S)

  
	
  (OPTION
  OF HOLDER):

  
	
   

  
	
  NOTICE
  PERIOD:

  
	
   

  
	
  EXCHANGE
  RATE AGENT:

  
	
   

  
	
  ORIGINAL
  ISSUE DISCOUNT SECURITY:

  
	
   

  
	
  TOTAL
  AMOUNT OF OID:

  
	
   

  
	
  OID
  AS A PERCENTAGE OF PRINCIPAL

  
	
  AMOUNT:

  
	
   

  
	
  YIELD
  TO MATURITY:

  
	
   

  
	
  EXTENDIBLE
  NOTE:

  
	
   

  
	
  EXTENSION
  PERIOD:

  



 


 


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.


 


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 Company 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 effective resolution, in
either case for the winding-up of the Company (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


 


3

















 


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.


 


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 not 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.


 


4

















 


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.


 


5

















 


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

  	
   

  



 


6

















 


[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 Company 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). 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.


 


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.


 


7

















 


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 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


 


8

















 


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 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.


 


9

















 


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 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
Euros), 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 Euros
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


 


10

















 


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.


 


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 


 


11

















 


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.


 


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 Company or any of its
Subsidiaries without the prior consent of the 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.


 


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.


 


12

















 


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 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


 


13

















 


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.


 


14

















 


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.


 


15

















 


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
paid):


	
   

  



 


 


	
  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.

  



 


16

















 


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.

  



 


17