Exhibit
4.1


 


EXECUTION COPY




 





 


 


FIRST
SUPPLEMENTAL INDENTURE


 


between


 


WESTPAC
BANKING CORPORATION


 


and


 


THE
BANK OF NEW YORK MELLON


 


(as
successor to The Chase Manhattan Bank)


 


as
Trustee


 


Dated
as of August 27, 2009


 

















 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE, dated as of August 27,
2009 (the “First Supplemental Indenture”), between WESTPAC BANKING CORPORATION
(ABN 33 007 457 141), a company incorporated in the Commonwealth of Australia
under the Corporations Act 2001 of Australia and registered in New South Wales
(the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking
corporation, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”).


 


RECITALS:


 


WHEREAS, the Company and The Chase Manhattan
Bank are parties to a Senior Indenture, dated as of July 1, 1999 (the “Base
Indenture” and as amended and supplemented by this First Supplemental
Indenture, the “Indenture”), relating to the issuance from time to time by the
Company of Securities in one or more series as therein provided;


 


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


 


WHEREAS, Section 8.1(7) of the Base Indenture provides that
the Company may enter into a supplemental indenture to establish the forms or
terms of Securities of any series as permitted by Sections 2.1 and 3.1 therein;


 


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


 


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


 

















 


WHEREAS, the Company deems it advisable to
enter into this First Supplemental Indenture for the purpose of amending and
supplementing certain provisions of the Base Indenture; and


 


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


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


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


 


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


 


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


 


ARTICLE II


THE NOTES


 


Section 2.01           Title of Securities. 
There shall be a series of Securities of the Company designated the “4.20%
Notes due February 27, 2015” (the “Notes”).


 


Section 2.02           Limitation of Aggregate Principal Amount.  The
aggregate principal amount of the Notes shall initially be limited to
US$1,500,000,000.  The 


 

















 


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


 


Section 2.03           Principal Payment Date.  The
principal amount of the Notes Outstanding (together with any accrued and unpaid
interest) shall be payable in a single installment on February 27, 2015,
which date shall be the Stated Maturity of the Notes.


 


Section 2.04           Interest and Interest Rates.  The
Notes will bear interest at a rate of 4.20% per year from August 27, 2009,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, and interest on the Notes shall be payable semi-annually
in arrears on February 27 and August 27 of each year, beginning on February 27,
2010 and ending on February 27, 2015. 
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  The amount of
interest payable for any period less than a full interest period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and
the actual days elapsed in a partial month in such period.  Any payment of principal, premium or interest
required to be made on an Interest Payment Date that is not a Business Day
shall be made on the next succeeding Business Day, and no interest will accrue
on that payment for the period from and after such Interest Payment Date to the
date of payment on the next succeeding Business Day.  For purposes of the Notes, “Business Day”
shall mean any calendar day that is not a Saturday, Sunday or legal holiday in
New York, London or Sydney and on which commercial banks are open for business
in New York, London and Sydney.


 


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


 


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


 

















 


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


 


Section 2.08           Form.  The Notes shall be issued
initially as Registered Securities (as defined in the Base Indenture) in the
form of one or more permanent Notes in global form, without coupons,
substantially in the form attached hereto as Exhibit A, deposited with The
Bank of New York Mellon, as custodian for the Depositary, duly executed by the
Company and authenticated by the Trustee as herein provided.


 


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


 


Section 2.10           Depositary.  The Depository Trust Company
shall be the initial Depositary, until a successor shall have been appointed
and become such pursuant to the applicable provisions of the Base Indenture,
and thereafter, “Depositary” shall mean or include such successor.


 


Section 2.11           Defeasance; Discharge.  The
provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Base Indenture will apply
to the Notes.


 


ARTICLE III


AMENDMENTS TO BASE INDENTURE


 


Section 3.01           Amendment to Section 1.1.  The
definition of “Corporate Trust Office” in Section 1.1 of the Base
Indenture is hereby amended and restated, with respect to all series of
Securities issued on or after the date hereof, to read in its entirety as
follows:


 


“‘Corporate Trust Office’ means the office of the
Trustee in New York, New York at which at any particular time its corporate
trust business shall be principally administered, which office at the date
hereof is located at 101 Barclay Street, Floor 4E, New York, New York 10286,
Attention: International Corporate Trust.”


 


Section 3.02           Amendment to Section 5.15.  Section 5.15
of the Base Indenture is 


 

















 


hereby amended and restated, with respect to all
series of Securities issued on or after the date hereof, to read in its
entirety as follows:


 


“Waiver of Sovereign Immunity.  To the extent that the Company or any
properties, assets or revenues of the Company may have or may hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction
of any court, from service of process, from attachment upon or prior to
judgment, from attachment in aid of execution or judgment, or from execution of
judgment, or other legal process or proceeding for the giving of any relief or
for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or
any other matter under or arising out of or in connection with any Security or
any series of this Indenture, the Company, to the extent permitted by
applicable law, hereby irrevocably and unconditionally waives, and agrees not
to plead or claim, any such immunity and consent to such relief and
enforcement, provided, however, that nothing herein shall affect
the applicability of:


 


(1)           Section 13A of the Banking Act 1959 of the Commonwealth of
Australia (the “Australian Banking Act”), which provides that in the event of a
bank such as the Company becoming unable to meet its obligations or suspending
payment thereof, the assets of such bank in the Commonwealth of Australia shall
be available to meet, in priority to all other liabilities of the Company:


 


(i)            first,
certain obligations of the Company to the Australian Prudential Regulation
Authority (“APRA”) (if any) arising under Division 2AA of Part II of the
Australian Banking Act in respect of amounts payable by APRA to holders of
protected accounts in connection with the financial claims scheme (the “FCS”),
established under the Australian Banking Act;


 


(ii)           second,
APRA’s costs (if any) in exercising its powers and performing its functions
relating to the Company in connection with the FCS; and


 


(iii)          third,
the Company’s deposit liabilities in Australia.


 


(2)           Section 86 of the Reserve Bank Act 1959 of the Commonwealth of
Australia, which provides, in a winding-up of a bank such as the Company, that
debts due to the Reserve Bank of Australia by a bank such as the Company shall,
subject to Section 13A of the Australian Banking Act, have priority over
all other debts of such bank other than debts due to the Commonwealth of
Australia; and


 

















 


(3)           Section 16 of the Australian Banking Act, which provides, in a
winding-up of a bank such as the Company, that, subject to Section 13A of
the Australian Banking Act, specified debts due to the APRA have priority over
all other unsecured debts of the bank.”


 


Section 3.03           Amendments to Section 7.1.  Section 7.1
of the Base Indenture is hereby amended and restated, with respect to all
series of Securities issued on or after the date hereof, to read in its
entirety as follows:


 


“Consolidation, Merger or Sale of Assets Permitted.  The Company may not merge or consolidate with
or into any other Person or sell, convey or transfer all or substantially all
of its assets to any Person, unless (i) (A) in the case of such
merger or consolidation, the Company is the surviving Person or (B) the
Person formed by such consolidation or into which the Company is merged, or the
Person that acquires by sale, conveyance or transfer, the assets of the Company
expressly assumes by supplemental indenture delivered to the Trustee all the
obligations of the Company under the Securities and any coupons appertaining
thereto and under this Indenture, (ii) immediately thereafter, giving
effect to such merger or consolidation, or such sale, conveyance or transfer,
no Event of Default shall have occurred and be continuing and (iii) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel each stating that such merger, consolidation, sale,
conveyance or transfer complies with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with (which Opinion of Counsel may rely on such Officers’ Certificate with
respect to compliance with the preceding clause (ii)).  In the event of the assumption by a successor
Person of the obligations of the Company as provided in clause (i)(B) of
the immediately preceding sentence, such successor Person shall succeed to and
be substituted for the Company hereunder and under the Securities and any
coupons appertaining thereto and all such obligations of the Company shall
terminate and, if such successor Person is organized under the laws of a
country other than the Commonwealth of Australia or a political subdivision of
a country other than the Commonwealth of Australia, references in Section 9.8(a) hereof
(except clause (7) thereof) to “Commonwealth of Australia” shall be
treated as references to both the Commonwealth of Australia and the country in
which such successor Person is organized or resident (or
deemed resident for tax purposes).”


 


Section 3.04           Amendments to Section 9.8.  Section 9.8
of the Base Indenture is hereby amended and restated, with respect to all
series of Securities issued on or after the date hereof, to read in its
entirety as follows:


 

















 


“Payment of Additional Amounts. 
(a) All payments in respect of the Securities shall be made without
withholding or deduction for, or on account of, any taxes, assessments or other
governmental charges (“relevant tax”) imposed or levied by or on behalf of the
Commonwealth of Australia or any political subdivision or authority in or of
the Commonwealth of Australia, unless the withholding or deduction is required
by law.  In that event, the Company will
pay such additional amounts (“Additional Amounts”) as may be necessary so that
the net amount received by the Holder of the Securities, after such withholding
or deduction, will equal the amount that the Holder would have received in
respect of the Securities without such withholding or deduction.  However, the Company will pay
no Additional Amounts for or on account of:


 


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


 


(2)           any
relevant tax that would not have been imposed but for the fact that the Holder,
or the beneficial owner, of the Securities presented such Securities for
payment in the Commonwealth of Australia, unless the Holder, or the beneficial
owner, was required to present such Securities for payment and it could not
have been presented for payment anywhere else;


 


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


 


(4)           any
relevant tax that is an estate, inheritance, gift, sale, transfer, personal
property or similar tax;


 


(5)           any
relevant tax which is payable otherwise than by withholding or 


 

















 


deduction;


 


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


 


(7)           any
relevant tax that would not have been imposed but for the Holder, or the
beneficial owner, of the Securities being an associate of the Company for
purposes of section 128F(6) of the Income Tax Assessment Act 1936 of the
Commonwealth of Australia (the “Australian Tax Act”);


 


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


 


(9)           any
relevant tax that is imposed pursuant to European Council Directive 2003/48/EC
(the “Directive”) or any law implementing or complying with, or introduced in
order to conform to, such Directive, or any agreement entered into by a Member
State of the European Union with (A) any other state or (B) any
relevant, dependent or associated territory of any Member State of the European
Union providing for measures equivalent to, or the same as those provided for
by such Directive; or


 


(10)         any
combination of the foregoing.


 


In addition, the Company will pay no
Additional Amounts to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of the payment in respect of the Securities to
the extent such payment would, under the laws of the Commonwealth of Australia
or any political subdivision or authority of or in the Commonwealth of
Australia, be treated as being derived or received for tax purposes by a
beneficiary or


 
















 


settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to Additional Amounts had it been the Holder
of the Securities.


 


(b)           Any reference in
this Indenture or any indenture supplemental hereto to principal or interest
shall be deemed to also refer to any Additional Amount that may be payable
under this Section 9.8.”


 


ARTICLE IV

MISCELLANEOUS


 


Section 4.01           Integral
Part; Effect of Supplement on Indenture. 
This First Supplemental Indenture constitutes an integral part of the
Indenture.  Except for the amendments and
supplements made by this First Supplemental Indenture, the Base Indenture shall
remain in full force and effect as executed.


 


Section 4.02           Adoption,
Ratification and Confirmation.  The
Indenture, as supplemented by this First Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.


 


Section 4.03           Trustee
Not Responsible for Recitals.  The
recitals in this First Supplemental Indenture shall be taken as statements of
the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or adequacy of this First Supplemental
Indenture.


 


Section 4.04           Counterparts.  This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original but
such counterparts shall together constitute but one instrument.


 


Section 4.05           Separability.  In case any provision of this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 4.06           Governing
Law.  This First Supplemental
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, including all matters of construction, validity and
performance.


 


[signature page follows]


 

















 


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


 


	
   

  	
  WESTPAC
  BANKING CORPORATION

  	 

	 
	
   

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Manuela
  Adl

  	 

	
   

  	
   

  	
  Name:
  Manuela Adl

  	 

	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Operating Officer

  	 

	
   

  	
   

  	 

	 
	
   

  	
   

  
	 
	
   

  	
  THE BANK OF
  NEW YORK MELLON, as Trustee

  
	 
	
   

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Joellen
  McNamara

  	 

	
   

  	
   

  	
  Name: Joellen
  McNamara

  	 

	
   

  	
   

  	
  Title:
  Senior Associate

  	 

						



 

















 


EXHIBIT A


 


(FORM OF
FACE OF NOTE)


 


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


 


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


 


	
  No. [·]

  	
  CUSIP
  No. 961214BH5

  	 

	 
	
   

  	
  ISIN
  No. US961214BH54

  
					



 


WESTPAC BANKING CORPORATION


 


4.20% NOTE DUE FEBRUARY 27, 2015


 


WESTPAC
BANKING CORPORATION, a company incorporated in the Commonwealth of Australia
under the Corporations Act 2001 of Australia and registered in New South Wales
(the “Company”), which term includes any successor corporation 


 





(1) Insert
in Global Notes only


 

















 


under the
Indenture hereinafter referred to, for value received, hereby promises to pay
to [·] or registered assigns, the
principal sum of [·] (US$[·]) on February 27, 2015 (the “Stated
Maturity”).  The Notes will bear
interest at a rate of 4.20% per year from August 27, 2009, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, and interest on the Notes shall be payable semi-annually in arrears
on February 27 and August 27 of each year (each such date, an “Interest
Payment Date”), beginning on February 27, 2010 and ending on
February 27, 2015.  Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.  The amount of interest payable
for any period less than a full interest period shall be computed on the basis
of a 360-day year consisting of twelve 30-day months and the actual days
elapsed in a partial month in such period. 
Any payment of principal, premium or interest required to be made on an
Interest Payment Date that is not a Business Day shall be made on the next
succeeding Business Day, and no interest will accrue on that payment for the
period from and after such Interest Payment Date to the date of payment on the
next succeeding Business Day.  For
purposes hereof, “Business Day” shall mean any calendar day that is not
a Saturday, Sunday or legal holiday in New York, London or Sydney and on which
commercial banks are open for business in New York, London and Sydney.


 


Interest on this Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which in the
case of the Notes shall be the close of business on February 12 or
August 12 (whether or not a Business Day), as the case may be, at the
office or agency maintained for such purpose pursuant to the Indenture;
provided, however, that at the option of the Company, interest on this Note may
be paid (i) by check mailed to the address of the Person entitled thereto
as it shall appear on the Register or (ii) to a Holder of US$1,000,000 or
more in aggregate principal amount of the Notes by wire transfer to an account
maintained by the Person entitled thereto as specified in the Register.  Any interest on this Note  which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest shall instead be payable to the Person in whose name this
Note is registered on the Special Record Date or other specified date in
accordance with the Indenture.


 


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


 


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


 

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be executed on this
       day of August, 2009.


 


 


	
   

  	
  WESTPAC
  BANKING CORPORATION

  	 

	 
	
   

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

						



 

















 


CERTIFICATE
OF AUTHENTICATION


 


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


 


 


	
   

  	
   

  	
  The Bank of
  New York Mellon, as Trustee

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  	 

											



 






 












 


(FORM OF
REVERSE OF NOTE)


 


This Note is one of a duly authorized series of
securities of the Company, issued and to be issued in one or more series under
and pursuant to a Senior Indenture, dated as of July 1, 1999 (the “Base
Indenture”), duly executed and delivered between the Company and The Bank
of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”,
which term includes any successor trustee under the Indenture), as supplemented
and amended by the First Supplemental Indenture, dated as of August 27,
2009 (the “Supplemental Indenture”), between the Company and the Trustee
(the Base Indenture, as so supplemented and amended, the “Indenture”),
to which Indenture and all Indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Notes.  This Note is one of a series
of securities designated on the face hereof (the “Notes”).  The Notes are issued pursuant to the
Indenture and are limited in aggregate principal amount to US$1,500,000,000; provided, however, that the Company may
from time to time, without the consent of the Holders of the Notes, create and
issue additional notes having the same terms and conditions as the Notes in all
respects or in all respects except for issue date, issue price and, if
applicable, the first date on which interest accrues and the first payment of
interest thereon.  Additional notes
issued in this manner will be consolidated with, and will form a single series
with, the Notes, unless such additional notes will not be treated as fungible
with the Notes for U.S. federal income tax purposes. The Notes and any such
additional notes would rank equally and ratably.


 


In accordance with Section 10.8 of the Base
Indenture, pursuant to the procedure set forth in Article X of the Base
Indenture, the Notes may be redeemed at the option of the Company, in whole but
not in part, at any time within 90 days following the occurrence of a Tax Event
(as defined herein) at a Redemption Price equal to 100% of the principal amount
thereof, plus accrued interest to but excluding the Redemption Date; provided, however, that, if at the time
there is available to the Company the opportunity to eliminate, within the
90-day period, the Tax Event by taking some ministerial action, such as filing
a form or making an election, or pursuing some other similar reasonable measure
that in the Company’s sole judgment has or will cause no adverse effect on the
Company or any of its Subsidiaries or Affiliates and will involve no material
cost, the Company will pursue that measure in lieu of redemption.  “Tax Event” means that the Company has
requested and received an opinion of competent tax counsel to the effect that
there has been (1) an amendment to, change in or announced proposed change
in the laws or regulations under those laws of the Commonwealth of Australia or
any political subdivision or authority thereof or therein; (2) a judicial
decision interpreting, applying or clarifying those laws or regulations;
(3) an administrative pronouncement or action that represents an official
position, including a clarification of an official position, of the
governmental authority or regulatory body making the administrative
pronouncement or taking any action; or (4) a threatened challenge asserted
in connection with an audit of 


 

















 


the Company, or any of its Subsidiaries, or a
threatened challenge asserted in writing against any other taxpayer that has
raised capital through the issuance of securities that are substantially
similar to the Notes, which amendment or change is adopted or which proposed
change, decision or pronouncement is announced or which action, clarification
or challenge occurs on or after August 24, 2009, following which there is
more than an insubstantial risk that any payment on the Notes is, or will be,
subject to withholding or deduction in respect of any taxes, assessments or
other governmental charges.


 


Notice of any such redemption of the Notes will be
given to Holders of the Notes at their addresses, as shown in the Register, not
more than 60 nor less than 30 days prior to the date fixed for redemption, and
otherwise in accordance with Article X of the Base Indenture.


 


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


 


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


 


In accordance with Section 9.8 of the Base
Indenture, all payments in respect of this Note shall be made without
withholding or deduction for, or on account of, any taxes, assessments or other
governmental charges (“relevant tax”) imposed or levied by or on behalf of the
Commonwealth of Australia or any political subdivision or authority in or of
the Commonwealth of Australia, unless the withholding or deduction is required
by law. In that event, the Company will pay such additional amounts
(“Additional Amounts”) as may be necessary so that the net amount received by
the Holder of this Note, after such withholding or deduction, will equal the
amount that the Holder would have received in respect of this Note without such
withholding or deduction.  However, the
Company will pay no Additional Amounts for or on account of:


 


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


 

















 


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


 


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


 


(4)         any relevant tax that is an estate,
inheritance, gift, sale, transfer, personal property or similar tax;


 


(5)         any relevant tax which is payable otherwise
than by withholding or deduction;


 


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


 


(7)         any relevant tax that would not have been
imposed but for the Holder, or the beneficial owner, of this Note being an
associate of the Company for purposes of section 128F(6) of the Income Tax
Assessment Act 1936 of the Commonwealth of Australia (the “Australian Tax
Act”);


 


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


 


(9)         any relevant tax that is imposed pursuant
to European Council Directive 2003/48/EC (the “Directive”) or any law
implementing or complying with, or introduced in order to conform to, such
Directive, or any agreement entered into by a Member State of the European
Union with (A) any other state or (B) any relevant, dependent or
associated territory of any Member State of the European 


 

















 


Union providing for measures equivalent to, or the
same as those provided for by such Directive; or


 


(10)         any combination of the foregoing.


 


In addition, the Company will pay no Additional
Amounts to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of the payment in respect of this Note to the extent such
payment would, under the laws of the Commonwealth of Australia or any political
subdivision or authority of or in the Commonwealth of Australia, be treated as
being derived or received for tax purposes by a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to Additional Amounts had it been the Holder
of this Note.


 


Any reference in this Note to principal or interest
shall be deemed to also refer to any Additional Amount that may be payable as
provided above.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


The Notes of this series shall be issuable only in
denominations of US$2,000 and integral multiples of US$1,000 in excess
thereof.  [This Global Note is
exchangeable for Notes in definitive form only under certain limited circumstances
set forth in the 


 

















 


Indenture.](2)  At the option of the Holder, the
Notes (except a Note in global form) may be exchanged for other Notes, of any
authorized denominations and of a like aggregate principal amount containing
identical terms and provisions, upon surrender of the Notes to be exchanged at
such office or agency.


 


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


 


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


 






(2) Insert in Global Notes only


 

















 


TRANSFER
NOTICE


 


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


 


Insert Taxpayer Identification No.


 


	
   

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

  
	
   

  
	
   

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

  



 


Your
Signature:


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


 


Signature
Guarantee:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  (Participant in a Recognized Signature

  	
   

  
	
   

  	
  Guaranty Medallion Program)

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: