Exhibit
4.3


 


[SENIOR FIXED RATE
NOTE]


 


[Face of Note]


 


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


 


IF THIS SECURITY IS A
GLOBAL SECURITY REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
OFFICER OF THE DEPOSITORY TRUST COMPANY, THEN UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE 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 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) OF AUSTRALIA (“TAX ACT”))
OF THE COMPANY THAT IS EITHER A NON RESIDENT 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 COMPANY 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 COMPANY IN RESPECT OF ANY AMOUNT DEDUCTED BY THE COMPANY
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 OF AUSTRALIA.


 
















 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED


A.C.N. 005 357 522


 


	
  No.
  SNR/FLR-     

  	
  U.S. MEDIUM-TERM
  NOTE, SERIES A

  	
  CUSIP NO.

  
	
   

  	
  (Fixed Rate)

  	
   

  



 


 


	
  PRINCIPAL AMOUNT AND
  CURRENCY OR CURRENCY UNIT: US$

  
	
   

  
	
  GLOBAL SECURITY: 
  Yes

  
	
   

  
	
  DENOMINATIONS (if
  necessary): N/A

  
	
   

  
	
  OPTION TO RECEIVE
  PAYMENT IN SPECIFIED CURRENCY: N/A

  
	
   

  
	
  ORIGINAL ISSUE DATE:

  
	
   

  
	
  STATED MATURITY:

  
	
   

  
	
  FINAL MATURITY DATE:
  N/A

  
	
  (For Renewable and
  Extendible Notes only)

  
	
   

  
	
  COMPUTATION PERIOD: N/A

  
	
   

  
	
  INTEREST RATE: N/A

  
	
   

  
	
  INTEREST PAYMENT
  DATE(S): Maturity

  
	
   

  
	
  REGULAR RECORD DATE(S):

  
	
   

  
	
  REDEMPTION DATE(S): N/A

  
	
   

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

  
	
   

  
	
  REPAYMENT DATE(S)

  
	
  (OPTION OF HOLDER): N/A

  
	
   

  
	
  RENEWABLE NOTE: N/A

  
	
   

  
	
  REPAYMENT
  PERCENTAGE(S)/PRICE(S)

  
	
  (OPTION OF HOLDER): N/A

  
	
   

  
	
  NOTICE PERIOD: N/A

  
	
   

  
	
  EXCHANGE RATE AGENT:
  N/A

  
	
   

  
	
  ORIGINAL ISSUE DISCOUNT
  SECURITY: N/A

  
	
   

  
	
  TOTAL AMOUNT OF OID:
  N/A

  
	
   

  
	
  OID AS A PERCENTAGE OF
  PRINCIPAL AMOUNT: N/A

  
	
   

  
	
  YIELD TO MATURITY: N/A

  
	
   

  
	
  SHORT ACCRUAL PERIOD
  OID: N/A

  
	
   

  
	
  EXTENDIBLE NOTE: N/A

  
	
   

  
	
  EXTENSION PERIOD: N/A

  
	
   

  
	
  Insert any other
  provisions or legends:

  



 


2
















 


AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated
under the laws of the Commonwealth of Australia (herein called the “Company”,
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 Company
will make such payments in respect of this Security in U.S. dollars in amounts
determined as set forth on the reverse hereof.  The interest so payable,
and punctually paid or duly provided for, on any such Interest Payment Date
will be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the fifteenth
day (whether or not a Market Day) next preceding such Interest Payment Date or
such other Regular Record Date specified above (the “Regular Record Date”); provided,
however, that interest payable at Maturity will be payable to the Person
to whom principal shall be payable; and, provided, further, that
if the Original Issue Date is after a Regular Record Date and before the next
succeeding Interest Payment Date the first payment of interest shall be payable
on the second Interest Payment Date following the Original Issue Date to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date immediately
preceding such second Interest Payment Date.  Any such interest which is
payable, but not so punctually paid or duly provided for, on any Interest
Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the
Holder on such Regular Record Date and such Defaulted Interest may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.  The
interest payable hereon on any Interest Payment Date will be the interest
accrued from and including the Original Issue Date or from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to but excluding such Interest Payment
Date.  Notwithstanding the foregoing, the interest payable at Maturity
will include interest accrued to but excluding the date of Maturity.


 


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


 


3
















 


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


 


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


 


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


 


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


 


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


 


4
















 


IN WITNESS WHEREOF, the Company
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.


 


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(as successor trustee to Bank One, N.A.,

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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


5
















 


[Reverse of Note]


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”),  issued and to
be issued in one or more series under an Indenture, dated as of February 28,
1996 (herein called the “Indenture”), as amended and supplemented by the First
Supplemental Indenture, dated as of May 28, 1998, and the Second Supplemental
Indenture, dated as of             ,
between the Company and J.P. Morgan Trust Company, National Association (as
successor trustee to Bank One, N.A., formerly known as The First National Bank
of Chicago), as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), and reference is hereby 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 Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — , limited in
aggregate principal amount to $...........]. [if applicable, insert —;
provided, however, that the Company may from time to time or at any time,
without the consent of the Holders of the Securities, create and issue
additional Securities with terms and conditions identical to those of the
Securities, which additional Securities shall increase the aggregate principal
amount of, and shall be consolidated and form a single series with, the
Securities].


 


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


 


This Security is one of
the series designated as “U.S. Medium Term Notes, Series A”, limited in
aggregate principal amount (or, in the case of Original Issue Discount
Securities or Securities with the amount payable in respect of principal or any
premium or interest to be determined by reference to the value, rate or price
of one or more specified indices (“Indexed Securities”), an aggregate initial
offering price) not to exceed US$1,500,000,000 (or, if Securities of this
series denominated in one or more Specified Currencies are issued by the Company,
the equivalent thereof in such Specified Currencies based upon the Market
Exchange Rate (as defined below) on the date the Company 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 Company
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 Company 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 Company may from time to
time prescribe to enable the Company to determine its duties and liabilities
with respect to (i) any taxes, assessments or governmental charges which the Company,
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 Company shall be entitled to determine its
duties and liabilities with respect to such deduction, withholding, reporting
or other requirements on the basis of information contained in such certificate
or, if no certificate shall be presented, on the basis of any presumption created
by any such law or regulation and shall be entitled to act in accordance with
such determination.


 


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


 


6
















 


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


 


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


 


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


 


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


 


A Renewable Note may be
redeemed in whole or in part at the option of the Company 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 Company has the option to extend the Stated
Maturity hereof for one or more periods of one or more whole years (each an “Extension
Period”) up to


 


7
















 


but not beyond the date (the “Final Maturity
Date”) set forth on the face hereof.  If the Company 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 Company 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 Company to extend the Stated Maturity of such Note; (b) the new
Extended Maturity Date; (c) the interest rate applicable to the Extension
Period (which, in the case of a Floating Rate Note, will be calculated with
reference to an interest formula and the Spread or Spread Multiplier, if any);
and (d) the provisions, if any, for redemption during the Extension Period,
including the date or dates on which the period or periods during which and the
price or prices at which such redemption may occur during the Extension
Period.  Upon the mailing by the Paying Agent of an Extension Notice to
the Holder of an Extendible Note, the Stated Maturity of such Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms it had
prior to the mailing of such Extension Notice.


 


Notwithstanding the
foregoing, not later than 10:00 A.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect for an Extendible Note
(or, if such day is not a Business Day, not later than 10:00 A.M., New York
City time, on the immediately succeeding Business Day), the Company 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 Company 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 Company elects to
extend the Stated Maturity of an Extendible Note, the Holder of such Note will
have the option to require the Company 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 Company 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 Company
in converting a Specified Currency into U.S. dollars in order to make payments
hereon will be borne by the Holder of this Security by deductions from such
payments.  If such bid quotations are not available, or if a Specified


 


8
















 


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


 


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


 


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


 


If one or more Redemption
Dates (or ranges of Redemption Dates) are specified on the face hereof, this
Security is subject to redemption upon not less than 30 days’ notice by mail,
on any such date (or during any such range), as a whole, or from time to time
in part, at the election of the Company, 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 Company on the terms set forth, and as more fully
described, in the Indenture, in certain circumstances if the Company would be
required to pay Additional Amounts in respect hereof as a result of any change
or amendment of any law, regulation or published tax ruling of Australia, or
any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in the official administration, interpretation or
application of such laws, regulations or published tax rulings, in each case
occurring after the Issue Date hereof.


 


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


 


9
















 


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


 


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


 


If an Event of Default
with respect to the Securities of this series shall occur and be continuing,
the principal of the Securities of this series (or, in the case of Original
Issue Discount Securities, the Amortized Face Amount thereof) may be declared
due and payable in the manner and with the effect provided in the
Indenture.  Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’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 Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of 662/3%
in principal amount of the Securities at the time Outstanding of each series to
be affected.  The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security or variation of the
Negative Pledge shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


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


 


10
















 


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


 


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


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company 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 Company 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 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 Security 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
Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Company, 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 Company 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 Company
in its sole discretion shall have notified the Depositary that the Global
Securities shall be exchanged for such Securities or (D) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 301 of the
Indenture.  Notwithstanding any other provision in the Indenture or of this
Global Security, if the restriction set forth in the preceding sentence shall
have ceased to apply to this Global


 


11
















 


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


 


In the Indenture, the Company
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 Company to the Trustee pursuant to the terms of the Indenture and the
Securities and paid or returned to the Trustee as provided in Section 309 of
the Indenture.  Notwithstanding the foregoing, the Company 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 Company’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 Company will appoint a successor Authorized Agent in accordance
with the preceding sentence.  The Company 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 Company at 100 Queen Street,
Melbourne, Victoria, 3000 Australia, attention: Company Secretary, shall be
deemed, in every respect, effective service of process on the Company. 
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 Company has waived irrevocably any
immunity from jurisdiction to which it might otherwise be entitled in any
action based on the Securities or the Indenture which may be instituted by the
Holder of any Security in any State or Federal court in the Borough of
Manhattan, The City of New York or in any competent court in the State of
Victoria or in Australia competent to hear appeals therefrom.


 


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


 


12
















 


ABBREVIATIONS


 


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


 


	
  TEN COM

  	
  -

  	
  as tenants in common

  
	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  -

  	
  as tenants by the
  entireties

  
	
   

  	
   

  	
   

  
	
  JT TEN

  	
  -

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

  



 


	
  UNIF GIFT MIN ACT

  	
   

  	
                                                         Custodian                                   

  
	
   

  	
   

  	
  (Custodian)

  	
  (Minor)

  



 


Under Uniform Gifts to
Minors Act
(                                     )


(State)


 


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


 


13
















 


OPTION TO ELECT
REDEMPTION


 


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


 


	
   

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

  
	
   

  
	
   

  
	
   

  



 


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


 


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


	
   

  



 


	
  Dated:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  



 


14
















 


TRANSFER NOTICE


 


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


 


	
   

  
	
  PLEASE INSERT
  SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

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

  
	
   

  
	
   

  
	
   

  



 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  



 


	
  Signature guaranteed: 

  	
   

  	
   

  
	
   

  	
   

  
	
  NOTICE:

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

  
	
   

  	
   

  	
   

  	
   

  



 


15