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Exhibit 2.1
 EXECUTION COPY
 TWENTY-FIRST SUPPLEMENTAL TRUST DEED
 13 OCTOBER 2006
 COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
 and
 ASB FINANCE LIMITED,
LONDON BRANCH
as Issuers
 and
 ASB BANK LIMITED
as Guarantor
(in the case of Notes issued by
ASB Finance Limited, London Branch)
 and
 THE LAW DEBENTURE TRUST
CORPORATION p.l.c.
as Trustee
 modifying and restating the modified and restated
Trust Deed dated 28 October 1992 and
relating to the U.S.$35,000,000,000
Euro Medium Term Note Programme established by
Commonwealth Bank of Australia and
ASB Finance Limited, London Branch
 ALLEN & OVERY
 Allen & Overy LLP




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THIS TWENTY-FIRST SUPPLEMENTAL TRUST DEED
 BETWEEN
 (1)
    
    COMMONWEALTH BANK OF AUSTRALIA, incorporated in Australia with limited liability and subject
to the Commonwealth Banks Act 1959 (as amended) of Australia, whose head office is at 48
Martin Place, Sydney, NSW 2000, Australia (CBA);(2)
    
    ASB FINANCE LIMITED, LONDON BRANCHincorporated in New Zealand with limited liability, whose
registered office is at Level 28, ASB Bank Centre, 135 Albert Street, Auckland, New Zealand
(ASB Finance and, together with CBA, the Issuers)(3)
    
    ASB BANK LIMITED, incorporated in New Zealand with limited liability, whose registered office
is at Level 28, ASB Bank Centre, 135 Albert Street, Auckland, New Zealand (ASB or the
Guarantor); and(4)
    
    THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England,
whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, England (the
Trustee, which expression shall, wherever the context so admits, include such company and
all other persons or companies for the time being the trustee or trustees of these presents).
 WHEREAS
 (A)
    
    This Twenty-First Supplemental Trust Deed is supplemental to the Trust Deed dated 28 October
1992 as previously modified and restated (hereinafter called the Principal Trust Deed) made
between CBA and the Trustee and relating to the U.S.$35,000,000,000 Euro Medium Term Note
Programme established by CBA.(B)
    
    Clause 20 of the Principal Trust Deed provides that the Trustee may from time to time and at
any time without any consent or sanction of the Noteholders or the Couponholders concur with
CBA in making any modification to the provisions of these presents.(C)
    
    ASB has been replaced by ASB Finance as an Issuer under the Programme and ASB has agreed to
guarantee Notes issued under the Programme by ASB Finance on and after the date hereof in the
manner described herein.(D)
    
    CBA has requested the Trustee to concur in making modifications to the Principal Trust Deed
to reflect the relevant modifications referred to in Recital (C) above.(E)
    
    The Trustee has agreed to concur with CBA in making the modifications to the provisions of
the Principal Trust Deed hereinafter contained.
 NOW THIS TWENTY-FIRST SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED
 1.
    
    SUBJECT as hereinafter provided and unless there is something in the subject matter or
context inconsistent therewith all words and expressions defined in the Principal Trust Deed
shall have the same meanings in this Twenty-First Supplemental Trust Deed.2.
    
    SAVE:
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(a)
    
    in relation to all Series of Notes issued during the period prior to the
Effective Date (as defined below); and(b)
    
    for the purpose (where necessary) of construing the provisions of this
Twenty-First Supplemental Trust Deed,
  (i)
    
    the Principal Trust Deed is modified in such manner as would result in the
Principal Trust Deed as so modified being in the form set out in the Schedule hereto;
and(ii)
    
    the provisions of the Principal Trust Deed (insofar as the same still have
effect) shall cease to have effect and in lieu thereof the provisions of the Principal
Trust Deed as so modified (and being in the form set out in the Schedule hereto) shall
have effect.
 Effective Date
 3.
    
    THE provisions of the Principal Trust Deed as modified by this Twenty-First Supplemental
Trust Deed shall be valid and binding obligations of each Issuer and the Guarantor.4.
    
    THE Principal Trust Deed shall henceforth be read and construed as one document with this
Twenty-First Supplemental Trust Deed.5.
    
    A Memorandum of this Twenty-First Supplemental Trust Deed shall be endorsed by the Trustee on
the Principal Trust Deed and by each Issuer on its duplicate thereof.6.
    
    THIS Twenty-First Supplemental Trust Deed may be executed in any number of counterparts, all
of which, taken together, shall constitute one and the same Twenty-First Supplemental Trust
Deed and any party may enter into this Twenty-First Supplemental Trust Deed by executing a
counterpart.
 IN WITNESS
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SCHEDULE 1
 FORM OF MODIFIED PRINCIPAL TRUST DEED
 TRUST DEED
 28 OCTOBER 1992
 COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
 and
 ASB FINANCE LIMITED, LONDON BRANCH
as Issuers
 and
 ASB BANK LIMITED
as Guarantor
(in the case of Notes issued by
ASB Finance Limited, London Branch)
 and
 THE LAW DEBENTURE TRUST
CORPORATION p.l.c.
as Trustee
 relating
to a U.S.$35,000,000,000
Euro Medium Term Note Programme
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CONTENTS
 Clause
    
    Page1.   Definitions and Interpretation
    
    
    12.   Amount of the Notes; Series of Notes; Covenant to Pay Principal and Interest on
the Notes; Payment Following an Event of Default; Calculation of Interest on
Floating Rate Notes Following Event of Default; Issues of Further Notes; Separate
Series
    
    
    103.   Form and Issue of the Notes
    
    
    134.   Stamp Duties; Covenant to Observe Provisions of Trust Deed and Schedules
    
    
    145.   Covenant to give Substitute Tax Indemnity
    
    
    156.   Incorporation of Schedules
    
    
    157.   Guarantee
    
    
    158.   Evidence of Default
    
    
    179.   Indemnification of Trustee upon Enforcement
    
    
    1810. Application of Moneys Received by Trustee; Provisions Relating to Subordinated
Notes Issued by CBA; Notice of Payment; Trustees Power to Retain and Invest Less
than 10 per cent
    
    
    1811. Payment to Noteholders and Couponholders
    
    
    1912. Production of Notes and Coupons
    
    
    1913. Authorised Investments
    
    
    2014. Covenants by the Issuers and The Guarantor
    
    
    2015. Remuneration of the Trustee
    
    
    2216. Provisions Supplemental to the Trustee Act 1925 and the Trustee ActS
    
    
    2317. Waiver, Authorisation and Determination
    
    
    2618. Trustees Power to Delegate
    
    
    2619. Trustees Right to Enter into Financial Transactions with the Issuers and the
Guarantor
    
    
    2720. Modification
    
    
    2721. Appointment of New Trustee
    
    
    2822. Competence of a Majority of Trustees
    
    
    2823. Cancellation of Notes, Coupons, Talons and Receipts
    
    
    2824. Noteholders to be Treated as Holding Coupons
    
    
    3025. Substitution of Principal Debtor
    
    
    3026. Currency Indemnity
    
    
    3127. Notices
    
    
    3228. Powers of Trustee are Additional to General Law
    
    
    3329. Submission to Jurisdiction
    
    
    3330. Governing Law
    
    
    33Schedule1. Register and Transfer of Registered Notes
    
    
    342. Provisions Concerning Meetings of the Noteholders
    
    
    36Signatories
    
    
    43
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COMMONWEALTH BANK OF AUSTRALIA CBA ASB FINANCE LIMITED LONDON BRANCH ASB Finance Issuers ASB BANK LIMITED Guarantor THE LAW DEBENTURE TRUST
CORPORATION p.l.c.
 WHEREAS
 (A)
    
    The Issuers have authorised the establishment of a Euro Medium Term Note Programme pursuant
to which the Issuers may issue and have outstanding from time to time Notes in a maximum
nominal amount of U.S.$35,000,000,000 (or its equivalent in other currencies) subject to
increase as provided in the Programme Agreement (the Programme Limit).(B)
    
    By a resolution of the Board of Directors of the Guarantor passed on 6 October 2006 the
Guarantor has agreed to guarantee the Notes issued by ASB Finance and to enter into certain
covenants as set out in this Trust Deed.(C)
    
    The Law Debenture Trust Corporation p.l.c. has agreed to act as trustee of these presents on
the terms and subject to the conditions hereinafter contained.
  1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    IN these presents, unless there is something in the subject or context inconsistent
therewith, the expressions following shall have the meanings hereinafter mentioned (that is to
say):Agency Agreement means the Agency Agreement dated 28 October 1992, as amended,
pursuant to which CBA appointed Deutsche Bank AG, London Branch as the Agent, Deutsche Bank
Luxembourg S.A. as the Registrar, and Deutsche Bank Luxembourg S.A. and Credit Suisse as the
Paying Agents and Transfer Agents in relation to all or any Series of the Notes and any
other agreement for the time being in force appointing further or other Agents, Registrars,
Paying Agents or Transfer Agents in relation to all or any Series of the Notes, or in
connection with their duties, the terms of which have been approved in writing by the
Trustee, together with any agreement for the time being in force amending, modifying or
restating with the prior written approval of the Trustee any of the aforesaid agreements;Agent means, in relation to all or any Series of the Notes, Deutsche Bank AG, London
Branch at its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB,
England or any successor agent in relation thereto which shall become such pursuant to the
provisions of the Agency Agreement or such other agent in relation thereto as may (with the
prior written approval of, and on terms previously approved in writing by, the Trustee) from
time to time be appointed as such by the Issuers and (except in the case of the initial
Agent) notice of whose appointment has been given to the Noteholders pursuant to Clause
14(m) in accordance with Condition 16;applicable Final Terms has the meaning ascribed thereto in the Programme Agreement;
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Auditorsin relation to the relevant Issuer means such firm of accountants as may be
nominated by the relevant Issuer or the Guarantor (as the case may be) and approved by the
Trustee from time to time;Authorised Signatory means (in the case of CBA) an Executive General Manager, a
General Manager, an Executive Manager or other authorised officer of CBA, (in the case of
ASB Finance) each officer of ASB Finance whose name has been notified to the Trustee as such
and (in the case of the Guarantor) each officer of the Guarantor whose name has been
notified to the Trustee;banking business means the business of banking as carried on at the material time by
(in the case of CBA) Australian banking institutions or (in the case of ASB) New Zealand
banking institutions;Bearer Notes means those of the Notes which are for the time being in bearer form;Clearstream, Luxembourg means Clearstream Banking, société anonyme;Conditions means in relation to the Notes of any Series, the terms and conditions
endorsed on, or incorporated by reference in, the Note or Notes constituting such Series,
such terms and conditions being in the form or substantially in the form set out in Part 8
of the Schedule of Forms or in such other form, having regard to the terms of issue of the
relevant Series, as may be agreed between the relevant Issuer, the Agent, the Trustee and
the relevant Dealer, in each case as from time to time modified in accordance with the
provisions of these presents;Coupon means an interest coupon appertaining to a Definitive Note in bearer form
(other than a Zero Coupon Note), such coupon being:
 (a)
    
    if appertaining to a Fixed Rate Note, in the form or substantially in the form
set out in Part 4 A of the Schedule of Forms or in such other form, having regard to
the terms of issue of the Notes of the relevant Series, as may be agreed between the
relevant Issuer, the Agent, the Trustee and the relevant Dealer; or(b)
    
    if appertaining to a Floating Rate Note, an Index Linked Interest Note, a Dual
Currency Interest Note or other Note where the interest amount payable is not
determinable at the time of printing of the Coupon, in the form or substantially in the
form set out in Part 4 B of the Schedule of Forms or in such other form, having regard
to the terms of issue of the Notes of the relevant Series, as may be agreed between the
relevant Issuer, the Agent, the Trustee and the relevant Dealer; or(c)
    
    if appertaining to a Definitive Note in bearer form which is neither a Fixed
Rate Note a Floating Rate Note, an Index Linked Interest Note, nor a Dual Currency
Interest Note, in such form as may be agreed between the relevant Issuer, the Agent,
the Trustee and the relevant Dealer,
 and (except in Clauses 3.1, 3.2, 3.3, 8 and 23) includes, where applicable, the
Receipt(s) and/or Talon(s) appertaining thereto and any replacements for Coupons, Receipts
and Talons issued pursuant to Condition 15;Couponholders means the several persons who are for the time being holders of the
Coupons and (except in Clauses 3.2, 3.3, 8 and 23) include, where applicable, the
Receiptholders and/or Talonholders;Dealers means Citigroup Global Markets Limited, Commonwealth Bank of Australia,
Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG, London Branch, Dresdner Bank
AG London Branch, HSBC Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers International
 2




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(Europe), Merrill Lynch International, Morgan Stanley & Co. International Limited, Nomura
International plc, UBS Limited and any other entity which the Issuers may appoint as a
Dealer and notice of whose appointment has been given to the Agent and the Trustee by the
Issuers in accordance with the provisions of the Programme Agreement but excluding any
entity whose appointment has been terminated in accordance with the terms of the Programme
Agreement and notice of whose termination has been given to the Agent and the Trustee by the
Issuers in accordance with the provisions of the Programme Agreement and references to the
relevant Dealermean, in relation to any Tranche of Notes, the Dealer or, if more than one,
all the Dealers with whom the relevant Issuer has agreed the issue of the Notes of such
Tranche;Definitive Note means a definitive Note issued or, as the case may require, to be
issued by the relevant Issuer in accordance with the provisions of the Programme Agreement
or any other agreement between the relevant Issuer, the Guarantor (where the relevant Issuer
is ASB Finance) and the relevant Dealer in exchange for a Global Note or part thereof, such
definitive Note being in the form or substantially in the form set out, in the case of
Definitive Notes in bearer form, in Part 3 of the Schedule of Forms and, in the case of
Definitive Notes in registered form, in Part 7 of the Schedule of Forms in each case with
such modifications (if any) as may be agreed between the relevant Issuer, the Agent, the
Guarantor (where the relevant Issuer is ASB Finance) the Trustee and the relevant Dealer and
having (except in the case of a Zero Coupon Note or a Registered Note) Coupons attached
thereto on issue;Directors means, in relation to each Issuer or, as the case may be, the Guarantor,
the members for the time being of the Board of Directors of that Issuer or, as the case may
be, the Guarantor;Dual Currency Interest Note means a Note in respect of which payments of interest are
made or to be made in such different currencies, and at rates of exchange calculated upon
such basis or bases, as the relevant Issuer and the relevant Dealer may agree, as indicated
in the applicable Final Terms;Dual Currency Note means a Dual Currency Interest Note and/or a Dual Currency
Redemption Note, as applicable;Dual Currency Redemption Note means a Note in respect of which payments of principal
are made or to be made in such different currencies, and at rates of exchange calculated
upon such basis or bases, as the relevant Issuer, the Guarantor (where the relevant Issuer
to ASB Finance) and the relevant Dealer may agree, as indicated in the applicable Final
Terms;Euroclear means Euroclear Bank S.A./N.V.;Event of Default means (in the case of any Notes which are not Subordinated Notes
issued by CBA) any of the events set out in paragraphs (i) to (v) (both inclusive) of
Condition 11(a) which in the case of the events specified in such paragraphs (ii) to (v)
(both inclusive) have been certified in writing by the Trustee to be in its opinion
materially prejudicial to the interests of the Noteholders as set out in that Condition and,
in the case of any Subordinated Notes issued by CBA, means any of the events set out in
paragraphs (i) and (ii) of Condition 11(b);Extraordinary Resolution bears the meaning set out in paragraph 21 of the Schedule 2;Final Terms means the final terms issued in relation to each Tranche of Notes
(substantially in the form of Annexe C to the Procedures Memorandum) giving details of that
Tranche and, in relation to any particular Tranche of Notes, applicable Final Termsmeans
the Final Terms applicable to that Tranche;Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable
in arrear on a specified date or dates in each year and on redemption or on such other dates
as may be agreed
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between the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance) and
the relevant Dealer (as indicated in the applicable Final Terms);Floating Rate Note means a Note on which interest is calculated at a floating rate
payable in respect of each Interest Period as the relevant Issuer, the Guarantor (where the
relevant Issuer is ASB Finance) and the relevant Dealer may agree (as indicated in the
applicable Final Terms);Global Note means a Temporary Global Note or a Permanent Global Note;High Interest (Premium) Note means a Note initially offered and sold at a premium to
its nominal amount and which bears interest at a rate higher than would otherwise be payable
if it was issued at or about par;Index Linked Interest Note means a Note in respect of which the amount in respect of
interest payable is calculated by reference to an index and/or a formula as the relevant
Issuer, the Guarantor (where the relevant Issuer is ASB Finance) and the relevant Dealer may
agree, as indicated in the applicable Final Terms;Index Linked Note means an Index Linked Interest Note and/or an Index Linked
Redemption Note, as applicable;Index Linked Redemption Note means a Note in respect of which the amount in respect
of principal payable is calculated by reference to an index and/or a formula as the relevant
Issuer and the relevant Dealer may agree, as indicated in the applicable Final Terms;Interest Commencement Date means, in the case of interest bearing Notes, the date (if
different from the Issue Date) specified in the applicable Final Terms from which such Notes
bear interest;Interest Period means, in relation to any Floating Rate Note, the number of months or
other period specified as the Interest Period in the applicable Final Terms;Issue Date means, in respect of any Note, the date of issue and purchase thereof
pursuant to and in accordance with the Programme Agreement or any other agreement between
the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance) and the
relevant Dealer, being in the case of any Definitive Note initially represented by a Global
Note, the same date as the date of issue of the Temporary Global Note which initially
represented such Note;Low Interest (Discount) Note means a Note initially offered and sold at a discount to
its nominal amount and which bears interest at a rate lower than would otherwise be payable
if it was issued at or about par;Maturity Date means, in respect of any Note, the date (if any) on which it is
expressed to be redeemable;month means calendar month;Note means a note (whether or not a Subordinated Note) denominated in U.S. dollars,
euro, Yen, Sterling, Australian dollars, New Zealand dollars, or such other currency or
currencies as may be agreed between the relevant Issuer, the Guarantor (where the relevant
Issuer is ASB Finance) and the relevant Dealer which:
 (a)
    
    has such minimum or maximum maturity (if any) as may be required from time to
time by applicable laws and regulations; and
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(b)
    
    has such minimum denomination (if any) as may be required from time to time by
applicable laws and regulations,
 and is issued or to be issued by the relevant Issuer pursuant to the Programme
Agreement or any other agreement between the relevant Issuer, the Guarantor (where the
relevant Issuer is ASB Finance) and the relevant Dealer and which shall (except in the case
of Registered Notes initially issued in definitive form) initially be represented by, and
comprised in, a Temporary Global Note which may (in accordance with the terms of such
Temporary Global Note) be exchanged for a Permanent Global Note or Definitive Notes which
Permanent Global Note may (in accordance with the terms of such Permanent Global Note) be
exchanged for Definitive Notes and includes any replacement for a Note issued pursuant to
Condition 15;Noteholders means the several persons who are for the time being holders of
outstanding Notes (being, in the case of Bearer Notes, the bearers thereof and, in the case
of Registered Notes, the several persons whose names are entered in the register of holders
of the Registered Notes as holders thereof) save that, for so long as the Notes of any
Series or any part thereof are represented by a Global Note held on behalf of Euroclear
and/or Clearstream, Luxembourg, each person who is for the time being shown in the records
of Euroclear and/or Clearstream, Luxembourg (other than Clearstream, Luxembourg, if
Clearstream, Luxembourg shall be an accountholder of Euroclear and Euroclear, if Euroclear
shall be an accountholder of Clearstream, Luxembourg) as the holder of a particular nominal
amount of the Notes of such Series (in which regard any certificate or other document issued
by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to
the account of any person shall be conclusive and binding for all purposes save in the case
of manifest error) shall be deemed to be and shall be treated by the relevant Issuer, the
Guarantor (where the relevant Issuer is ASB Finance), the Trustee, the Agent, the Paying
Agents, the Registrar and the Transfer Agents as the holder of such nominal amount of such
Notes (and the holder of the Global Note shall not be so treated) for all purposes of these
presents other than with respect to the payment of principal and/or interest on such Notes,
the right to which shall be vested, as against the relevant Issuer, the Guarantor (where the
relevant Issuer is ASB Finance), the Trustee, the Agent, the Paying Agents, the Registrar
and the Transfer Agents, solely in the bearer of such Global Note in accordance with and
subject to its terms and the provisions of these presents and the expressions Noteholder,
holder of Notes and related expressions shall be construed accordingly;outstanding means in relation to the Notes and/or Coupons of all or any Series all
the Notes and/or Coupons (as the case may be) other than (i) those which have been redeemed
in accordance with these presents, (ii) those in respect of which the final date of
redemption in accordance with the Conditions has occurred and the redemption moneys wherefor
(including all premium (if any) and interest payable hereunder in respect thereof) have been
duly paid to the Trustee or to the Agent or the Registrar in the manner provided in the
Agency Agreement and remain available for payment in respect of the relevant Notes and/or
Coupons (as the case may be), (iii) those which have been purchased and cancelled as
provided in Condition 6, (iv) those which have become void under Condition 10, (v) those
mutilated or defaced Notes and/or Coupons which have been surrendered in exchange for
replacement Notes and/or Coupons pursuant to Condition 15, (vi) (for the purpose only of
ascertaining the number of Notes outstanding and without prejudice to the status for any
other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen
or destroyed and in respect of which replacement Notes have been issued pursuant to
Condition 15, (vii) any Temporary Global Note to the extent that it has been exchanged for
the relative Permanent Global Note or Definitive Notes and any Permanent Global Note to the
extent that it has been exchanged for the relative Definitive Notes, in each case pursuant
to its provisions, (viii) those partly paid Notes which have been forfeited by the relevant
Issuer in accordance with their terms of issue and (ix) those Bearer Notes which have been
exchanged for Registered Notes and which have been cancelled
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pursuant to the provisions of these presents PROVIDED THAT for each of the following
purposes, namely:
 (a)
    
    the right to attend and vote at any meeting of the Noteholders or any of them,
an Extraordinary Resolution in writing as envisaged by paragraph 21 of Schedule 2 and
any direction or request by the holders of the Notes of any Series;(b)
    
    the determination of how many Notes of any Series are for the time being
outstanding for the purposes of Clause 9, Conditions 11(a) or (b), as the case may be,
and 13 and paragraphs 3, 7 and 12 of Schedule 2;(c)
    
    any discretion, power or authority contained in these presents which the
Trustee is required, expressly or impliedly, to exercise in or by reference to the
interests of the holders of the Notes of any Series or any of them; and(d)
    
    the determination by the Trustee whether any of the events mentioned in
paragraphs (ii) to (v) (both inclusive) of Condition 11(a) is in its opinion materially
prejudicial to the interests of the holders of the Notes of any Series or any of them;
 those Notes (if any) of the relevant Series which have been purchased by the relevant
Issuer, the Guarantor or any of its Subsidiaries in the ordinary course of the business of
dealing in securities and are held beneficially for the relevant Issuer, the Guarantor or
any of its Subsidiaries shall (unless and until ceasing to be so held) be deemed not to be
outstanding;Paying Agents means in relation to all or any Series of the Notes the several
institutions (including, where the context permits, the Agent) at their respective specified
offices (or at such other offices as may be approved by the Issuers, the Guarantor and the
Trustee) named at the end of the Conditions or such other or further paying agents in
relation to all or any Series of the Notes as may from time to time be appointed by the
Issuers and the Guarantor with the prior written approval of the Trustee and (except in the
case of the initial appointments made under the Agency Agreement) notice of whose
appointment or change of specified office has been given to the Noteholders pursuant to
Clause 14(m) in accordance with Condition 16;Permanent Global Note means a global note in the form or substantially in the form
set out in Part 2 of the Schedule of Forms with such modifications (if any) as may be agreed
between the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance), the
Agent, the Trustee and the relevant Dealer, comprising Notes of the same Series, issued by
the relevant Issuer pursuant to the Programme Agreement or any other agreement between the
relevant Issuer the Guarantor (where the relevant Issuer is ASB Finance), and the relevant
Dealer and these presents in exchange for the Temporary Global Note issued in respect of
Notes of the same Series;Programme means the Euro Medium Term Note Programme for the issue of Notes
established by, or otherwise contemplated in, the Programme Agreement;Programme Agreement means the agreement of even date herewith between the Issuers,
the Guarantor and the initial Dealers named therein concerning the purchase of Notes to be
issued by the Issuers pursuant to the Programme as the same may be amended and/or restated
from time to time;Receipt means a receipt attached on issue to a Definitive Note in bearer form
redeemable in instalments for the payment of the instalments of principal, such receipt
being in the form or substantially in the form set out in Part 6 of the Schedule of Forms or
in such other form as may be agreed between the relevant Issuer, the Guarantor (where the
relevant Issuer is ASB Finance), the Trustee, the Agent and the relevant Dealer and includes
any replacements for Receipts issued pursuant to Condition 15;
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Receiptholders means the several persons who are for the time being holders of the
Receipts;redeem shall include repay and vice versaand redeemed, redeemable and
redemption and repaid, repayable and repayment shall be construed accordingly;Registered Notes means those of the Notes which are for the time being in registered
form;Registrar means, in relation to all or any Series of the Notes (being, or which are
exchangeable for, Registered Notes), Deutsche Bank Luxembourg S.A. at its office at 14,
Boulevard F.D. Roosevelt, L 2450 Luxembourg or any successor registrar in relation thereto
which shall become such pursuant to the provisions of the Agency Agreement or such other
registrar in relation thereto as may (with the prior written approval of, and on terms
previously approved in writing by, the Trustee) from time to time be appointed by the
Issuers and the Guarantor and (except in the case of the initial Registrar) notice of whose
appointment has been given to the Noteholders pursuant to Clause 14(m) in accordance with
Condition 16;Relevant Date has the meaning ascribed to it in Condition 9;Schedule of Forms means the Schedule of Forms dated 13 October 2006 signed by or on
behalf of the Issuers, the Guarantor, the Trustee, the Agent, the Paying Agents, the
Registrar, the Transfer Agents and the Dealers named therein setting out the forms of
Temporary Global Note, Permanent Global Note, Definitive Note in bearer form, Coupon, Talon,
Receipt, Definitive Note in registered form and the Conditions, in each case as from time to
time modified in accordance with the provisions of these presents or as the same may be
amended and/or restated from time to time;Series means each original issue of Notes together with any further issues of Notes
expressed to form a single series with the original issue and the terms of which (save for
the Issue Date or the Interest Commencement Date, as the case may be, the Issue Price and
the amount of the first payment of interest (if any) on such further Notes, all as indicated
in the applicable Final Terms) are otherwise identical (including whether or not they are
listed) and shall be deemed to include (where applicable) the Temporary Global Note(s) and
the Permanent Global Note(s) and the Definitive Notes of such issues and the expressions
Notes of the relevant Seriesand holders of Notes of the relevant Series shall be
construed accordingly;Subordinated Note means a Note which provides that the right of payment of principal
and interest (if any) in respect thereof is subordinated in the manner specified in
Condition 3(b) or in the applicable Final Terms and includes any replacement for a
Subordinated Note issued pursuant to Condition 15;Subsidiary means any corporation of which the relevant Issuer directly or indirectly:
 (a)
    
    controls the composition of the board of directors; or(b)
    
    controls or is in a position to control more than half of the voting power; or(c)
    
    holds more than half of the issued share capital (excluding any part thereof
which carries no right to participate beyond a specified amount in a distribution of
either profits or capital);
 Talon means a talon appertaining to, and exchangeable in accordance with the
provisions therein contained for further Coupons appertaining to, a Definitive Note in
bearer form (other than a Zero Coupon Note), such talon being in the form or substantially
in the form set out in Part 5 of the Schedule of Forms or in such other form as may be
agreed between the relevant Issuer, the Guarantor (where the relevant Issuer is ASB
Finance), the Trustee, the Agent and the relevant Dealer and includes any replacement for a
Talon issued pursuant to Condition 15;
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Talonholders means the several persons who are for the time being holders of the
Talons;Taxing Jurisdictionhas the meaning ascribed to it in Condition 9;Temporary Global Note means a global note in the form or substantially in the form
set out in Part 1 of the Schedule of Forms with such modifications (if any) as may be agreed
between the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance), the
Agent, the Trustee and the relevant Dealer comprising some or all of the Notes of the same
Series, issued by the relevant Issuer pursuant to the Programme Agreement or any other
agreement between the relevant Issuer, the Guarantor (where the relevant Issuer is ASB
Finance), and the relevant Dealer and these presents;Tenor means, in respect of any Note the period from and including its Issue Date to
but excluding its Maturity Date (if any) ;the London Stock Exchange means the London Stock Exchange plc;these presents means this Trust Deed, the Schedules, the Conditions, the Notes, the
Coupons, any trust deed or other document executed in accordance with the provisions hereof
and expressed to be supplemental hereto and the Schedule of Forms, all as from time to time
modified in accordance with the provisions hereof;Tranche means all Notes of the same Series with the same Issue Date;Transfer Agents means, in relation to all or any Series of the Notes (being, or which
are exchangeable for, Registered Notes), the several institutions at their respective
specified offices (or such other offices as may be approved by the Issuers, the Guarantor
and the Trustee) named at the end of the Conditions or such other or further transfer agents
in relation to all or any Series of the Notes as may from time to time be appointed by the
Issuers and the Guarantor with the prior written approval of the Trustee and (except in the
case of the initial appointments made under the Agency Agreement) notice of whose
appointment has been given to the Noteholders pursuant to Clause 14(m) in accordance with
Condition 16;trust corporation means a corporation entitled by rules made under the Public Trustee
Act 1906 of Great Britain to act as a custodian trustee;Trustee means The Law Debenture Trust Corporation p.l.c. and all other persons or
companies for the time being the trustee or trustees of these presents; andZero Coupon Note means a Note on which no interest is payable other than after the
Maturity Date or accelerated maturity consequent upon an Event of Default.
 1.2
    
    In these presents words and expressions defined or given a particular meaning in the
Conditions shall bear the same meanings save where such meanings would render the same
inconsistent with the meanings contained in this Clause.1.3
    
    References in these presents to costs, charges or expenses shall, unless otherwise provided,
include any value added tax or similar tax charged or chargeable in respect thereof.1.4
    
    References in these presents to principal and/or principal amount and/or principal moneys
and/or interest in respect of the Notes shall be construed in accordance with the final
paragraph of Condition 9.
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1.5
    
    All references in these presents to any provision of any statute shall be deemed also to
refer to any statutory modification or re-enactment thereof or any statutory instrument, order
or regulation made thereunder or under such re-enactment.1.6
    
    References in these presents to Schedules, Clauses, subclauses, paragraphs and subparagraphs
shall be construed as references to the Schedules to this Trust Deed and to the Clauses,
subclauses, paragraphs and subparagraphs of this Trust Deed and the Schedules.1.7
    
    Unless the context otherwise requires words or expressions contained in these presents shall
bear the same meanings as in the Companies Act 1985 of Great Britain; words denoting the
singular number only shall include the plural number and vice versa; words denoting the
masculine gender only shall include the feminine gender; and words denoting persons only shall
include corporations.1.8
    
    References in these presents to the purchase of Notes shall not include the purchase of Notes
in the ordinary course of the business of dealing in securities.1.9
    
    All references in these presents to Euroclear and/or Clearstream, Luxembourg shall, wherever
the context so permits, be deemed to include references to any additional or alternative
clearing system approved by the relevant Issuer, the Guarantor (where the relevant Issuer is
ASB Finance), the Agent and the Trustee.
 1.10
    
    All references in these presents to:
 (a)
    
    U.S. dollars, dollars or the sign U.S.$ shall be construed as references
to such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts in the United States
of America;(b)
    
    euro or the sign  shall be construed as references to the currency
introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Union, as amended;(c)
    
    Yen or the sign ¥ shall be construed as references to the lawful currency
for the time being of Japan;(d)
    
    pounds, Sterling, pounds sterling or the sign £ shall be construed as
references to the lawful currency for the time being of the United Kingdom;(e)
    
    Australian dollars or the sign A$ shall be construed as references to the
lawful currency for the time being of the Commonwealth of Australia; and(f)
    
    New Zealand dollars or the sign NZ$ shall be construed as references to the
lawful currency for the time being of New Zealand.
 1.11
    
    All references in these presents to the relevant currency shall be construed as references
to the currency in which payments in respect of the Notes and/or Coupons of the relevant
Series are to be made as indicated in the applicable Final Terms.1.12
    
    As used herein, in relation to any Notes which are to have a listing or be listed (i) on
the London Stock Exchange, listing and listed shall be construed to mean that such Notes
have been admitted to the Official List and admitted to trading on the London Stock Exchanges
Gilt Edged and Fixed Interest Market and (ii) on any other European Economic Area Stock
Exchange, listing and listed shall be construed to mean that the Notes have been admitted
to trading on a market within that jurisdiction which is a regulated market for the purposes
of the Investment Services Directive (Directive 93/22/EEC).
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1.13
    
    The headings to Clauses and sub clauses are inserted herein for convenience only and shall
not affect the construction hereof.1.14
    
    For the avoidance of doubt, the obligations of the Issuers under this Trust Deed shall be
deemed to be several and not joint.2.
    
    AMOUNT OF THE NOTES; SERIES OF NOTES; COVENANT TO PAY PRINCIPAL AND INTEREST ON THE NOTES;
PAYMENT FOLLOWING AN EVENT OF DEFAULT; CALCULATION OF INTEREST ON FLOATING RATE NOTES
FOLLOWING EVENT OF DEFAULT; ISSUES OF FURTHER NOTES; SEPARATE SERIES
 2.1
    (a)
    
    THE Notes will be issued in Series in an aggregate nominal amount from time to time
outstanding not exceeding the Programme Limit and for the purpose of determining such
aggregate nominal amount Clause 3.3 of the Programme Agreement shall apply.(b)
    
    By not later than 3.00 p.m. (London time) on the second business day (being a
day on which commercial banks and foreign exchange markets are open for business) in
London and Sydney (if the relevant Issuer is CBA) or Auckland (if the relevant issuer
is ASB Finance) preceding each proposed Issue Date, the relevant Issuer shall deliver
or cause to be delivered to the Trustee a copy of the applicable Final Terms.
Forthwith upon the issue of the relevant Global Note(s) and/or Definitive Note(s), the
Notes of the Series to which it or they relate(s) shall become constituted by these
presents without further formality.
 (c)
    (i)
    
    Before the first issue of Notes after each update of the Programme, the
Issuers will procure that legal opinions in such form and with such content as the
Trustee may reasonably require from the Australian, New Zealand and English legal
advisers specified in the Programme Agreement are delivered to the Trustee. In
addition, the relevant Issuer will procure that the Trustee receives a copy (addressed
to it) of each legal opinion delivered to each relevant Dealer pursuant to Clause
3(F)(i) of the Programme Agreement. Furthermore, on such other occasions as the
Trustee so requests (on the basis that the Trustee considers that an issue of Notes is
proposed to be made which falls outside the scope of each of the legal opinions from
the Australian, New Zealand and English legal advisers given on the date of this Trust
Deed and any legal opinions given subsequent thereto pursuant to this subparagraph (a)
within 12 months prior to the proposed date of issue due to the fact that either (i)
the relevant Issuers borrowing office for the proposed issue is outside each of the
Commonwealth of Australia, New Zealand and England or (ii) the proposed issue is of a
type not contemplated by the Programme Agreement and/or these presents) the relevant
Issuer will procure that a further legal opinion or further legal opinions in such form
and with such content as the Trustee may reasonably require from a legal adviser or
legal advisers in the relevant jurisdiction or jurisdictions acceptable to the Trustee
(which in the case of Australia, New Zealand and England shall be those specified in
the Programme Agreement) are delivered to the Trustee. Whenever any such request as is
referred to above is made with respect to any Notes to be issued, the receipt of such
legal opinion or legal opinions in a form satisfactory to the Trustee shall be a
further condition precedent to the issue of those Notes.(ii)
    
    Except as specifically provided in subparagraph 2.1(a) above, the
Trustee shall not be entitled to require legal opinions as a condition precedent
to the issue of the Notes of any Series. However, the Trustee shall have the
right at any time by notice in writing to the relevant Issuer (a stop notice)
to refuse the constitution under or pursuant to these presents of all or any
Notes then proposed to be issued in circumstances where in its opinion there are
reasonable grounds for concern that it may be prejudicial to the interests of
either the proposed holders of such Notes or
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the Trustee for such Notes to be issued. Each stop notice shall set out the
Trustees grounds for concern (which shall not include matters already
specifically dealt with in the then most recent legal opinion from the
aforesaid Australian, New Zealand or English legal advisers (or other legal
advisers who have delivered legal opinions to the Trustee pursuant to
subparagraph 2.1(a) above within 12 months of such stop notice) except in the
event of a subsequent material change or proposed material change in law).
Following the service of a stop notice on the relevant Issuer by the Trustee
no further issue of Notes shall, without the prior written consent of the
Trustee, be constituted under or pursuant to these presents unless and until
the Trustee shall have given a further notice in writing to the relevant
Issuer that its grounds for concern set out in such stop notice no longer
subsist. The Trustee shall not incur any liability to any person whatsoever
(including, but not limited to, the relevant Issuer, any Dealer or any holder
or prospective holder of Notes) by reason either of having issued a stop
notice, regardless of whether or not its grounds for concern therein
specified prove to be unfounded, or of not having issued a stop notice in
circumstances where it proves to be prejudicial to the interests of the
holders of any Notes for such Notes to be issued. For the avoidance of
doubt, it is not intended that the Trustee should have, and it shall
accordingly not have, any duty or obligation whatsoever to consider whether
in its opinion there are reasonable grounds for concern that it may be
prejudicial to the interests of the proposed holders of any Notes for such
Notes to be issued.
 2.2
    
    As and when the Notes of any Series or any instalment of principal in respect thereof becomes
due to be redeemed in accordance with the Conditions, the relevant Issuer shall
unconditionally pay or procure to be paid to or to the order of the Trustee in the relevant
currency in immediately available funds the principal amount in respect of the Notes of such
Series or the amount of such instalment becoming due for redemption on that date and shall
(subject to the provisions of the Conditions) until such payment is duly made (as well after
as before any judgment or other order of any court of competent jurisdiction) unconditionally
pay or procure to be paid to or to the order of the Trustee as aforesaid interest on the paid
up nominal amount outstanding from time to time of the Notes of such Series at rates
calculated from time to time in accordance with, or specified in, and on the dates provided
for in, the Conditions (subject to Clause 2.4); Provided that:
 (a)
    
    every payment of principal or interest in respect of the Notes made to or to
the order of the Agent in the manner provided in the Agency Agreement shall be
satisfaction pro tantoof the relevant covenant by the relevant Issuer contained in
this Clause and shall be deemed for the purposes of this Clause to have been paid to or
to the order of the Trustee except to the extent that there is default in the
subsequent payment thereof to the relevant Noteholders or Couponholders (as the case
may be) in accordance with the Conditions;(b)
    
    in the case of any payment of principal made to the Trustee or the Agent after
the due date or in the event of the Notes becoming due and repayable under Condition
11(a) or Condition 11(b), as the case may be, interest shall continue to accrue on the
paid up nominal amount of the relevant Notes (except in the case of Zero Coupon Notes,
Low Interest (Discount) Notes and High Interest (Premium) Notes to which the provisions
of Conditions 5(c) and 6(f)(3) shall apply) up to and including the date on which the
whole of such principal amount, together with an amount equal to the interest which has
accrued up to and including that date, has been received by the Trustee or the Agent
and notice to that effect has been given to the holders of such Notes in accordance
with Condition 16;(c)
    
    in any case where payment of the whole or any part of the principal amount of
any Note is improperly withheld or refused upon due presentation thereof (other than in
circumstances contemplated by (b) above) interest shall continue to accrue on the
nominal amount of such Note in accordance with the provisions of Conditions 5(a)(1) or
5(b)(2), as appropriate,
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(except in the case of Zero Coupon Notes, Low Interest (Discount) Notes and High
Interest (Premium) Notes to which the provisions of Conditions 5(c) and 6(f)(3) shall
apply).
 2.3
    
    At any time after an Event of Default (or any condition, event or act which, with the giving
of notice and/or the lapse of time and/or the issue of a certificate, would constitute an
Event of Default) shall have occurred and so long as the same continues, the Trustee may:
 (a)
    
    by notice in writing to the relevant Issuer, the Guarantor (where the relevant
Issuer is ASB Finance), the Agent, the Registrar, the Paying Agents and the Transfer
Agents require the Agent, the Registrar, the Paying Agents and the Transfer Agents
pursuant to the Agency Agreement:
 (i)
    
    to act thereafter as Agent, Registrar, Paying Agents and Transfer
Agents respectively of the Trustee mutatis mutandison the terms provided in the
Agency Agreement (save that the Trustees liability under any provisions thereof
for the indemnification of the Agent, the Registrar, the Paying Agents and the
Transfer Agents shall be limited to the amounts in relation to the Notes for the
time being held by the Trustee on the trusts of these presents) and thereafter
to hold all Notes and Coupons and all sums, documents and records held by them
in respect of Notes and Coupons on behalf of the Trustee; or(ii)
    
    to deliver all Notes and Coupons and all sums, documents and
records held by them in respect of Notes and Coupons to the Trustee or as the
Trustee shall direct in such notice provided that such notice shall be deemed
not to apply to any documents or records which the Agent, the Registrar or the
relative Paying Agent or Transfer Agent is obliged by any law or regulation not
so to release; and
 (b)
    
    by notice in writing to the relevant Issuer and the Guarantor (where the
relevant Issuer is ASB Finance) require it to make all subsequent payments in respect
of the Notes and Coupons to or to the order of the Trustee and not to the Agent; with
effect from the issue of any such notice to the relevant Issuer and the Guarantor
(where the relevant Issuer is ASB Finance) and until such notice is withdrawn proviso
(a) to subclause (2.2) of this Clause relating to the Notes shall cease to have effect.
 2.4
    
    If the Floating Rate Notes, Index Linked Interest Notes or Dual Currency Interest Notes of
any Series become immediately due and repayable under Condition 11(a) or Condition 11(b), as
the case may be, the rate and/or amount of interest payable in respect of them will be
calculated at the same intervals as if such Notes had not become due and repayable, the first
of which will commence on the expiry of the Interest Period during which the Notes of the
relevant Series become so due and repayable in accordance with Condition 11(a) or Condition
11(b), as the case may be, (with consequential amendments as necessary) except that the rates
of interest need not be published.2.5
    
    All payments in respect of, under and in connection with these presents and the Notes of any
Series to the relevant Noteholders and Couponholders shall be made in the relevant currency.2.6
    
    The relevant Issuer shall be at liberty from time to time without the consent of the relevant
Noteholders or Couponholders to create and issue further Notes ranking pari passuin all
respects (or in all respects save for the Issue Date or the Interest Commencement Date, as the
case may be, the Issue Price and the amount of the first payment of interest (if any) on such
further Notes) and so that the same shall be consolidated and form a single series with the
outstanding Notes of a particular Series.2.7
    
    The Notes of each Series shall form a separate Series of Notes and accordingly, unless for
any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions
of this
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Clause and of Clauses 3 to 20 (both inclusive), 21.2 and 22 to 26 (both inclusive) and the
Schedules shall apply mutatis mutandisseparately and independently to the Notes of each
Series and in such Clauses and Schedules the expressions Notes, Noteholders, Receipts,
Receiptholders, Coupons, Couponholders and Talons and Talonholders shall be
construed accordingly.
 3.
    
    FORM AND ISSUE OF THE NOTES3.1
    
    EXCEPT in the case of Registered Notes which may initially be issued in definitive form, the
Notes of each Tranche will initially be represented by a Temporary Global Note. Each
Temporary Global Note shall be exchangeable for a Permanent Global Note or Definitive Notes in
accordance with the provisions set out therein. Each Permanent Global Note shall be
exchangeable for Definitive Notes together with (where applicable and except in the case of
Registered Notes and Zero Coupon Notes) Coupons, Talons and Receipts attached, all as set out
in such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to
a common depositary for Euroclear and/or Clearstream, Luxembourg in accordance with the
provisions of the Programme Agreement and the Procedures Memorandum referred to therein or to
another appropriate depositary in accordance with any other agreement between the relevant
Issuer, the Guarantor (where the relevant Issuer is ASB Finance) and the relevant Dealer and,
in each case, the Agency Agreement.
 3.2
    (a)
    
    The Temporary Global Note, the Permanent Global Note, the Definitive Notes in bearer
form, the Coupons, the Talons and the Receipts shall be in bearer form and shall be issued in
the forms or substantially in the forms set out in Parts 1, 2, 3, 4, 5 and 6 respectively of
the Schedule of Forms, and the Definitive Notes in bearer form, the Coupons, the Talons and
the Receipts shall be serially numbered and shall be security printed in accordance with any
requirements from time to time of the London Stock Exchange and the Definitive Notes in bearer
form shall be endorsed with the Conditions and the applicable Final Terms. Title to the
Global Notes, the Definitive Notes in bearer form, the Coupons, the Talons and the Receipts
shall pass by delivery.(b)
    
    The Definitive Notes in registered form shall be issued in the form or
substantially in the form set out in Part 7 of the Schedule of Forms, shall be serially
numbered and shall be endorsed with a Form of Transfer in the form or substantially in
the form also set out in Part 7 of the Schedule of Forms and with the Conditions and
the applicable Final Terms. Title to the Definitive Notes in registered form shall
pass upon the registration of transfers in respect thereof in accordance with the
provisions of these presents and the Agency Agreement.
 3.3
    
    The Global Notes, the Definitive Notes, the Coupons, the Talons and the Receipts issued by
either Issuer shall be signed manually or in facsimile by:
 (a)
    
    (if the relevant Issuer is CBA) the General Manager, Europe or the Acting
General Manager, Europe of CBA in London (or, in each case, the person holding the
office which at the date hereof is described by such title); or(b)
    
    (if the relevant Issuer is ASB Finance) by either:
 (i)
    
    both of the General Manager, Europe and the Acting General
Manager, Europe of CBA in London (or, in each case, the person holding the
office which at the date hereof is described by such title); or(ii)
    
    by either of the General Manager, Europe or the Acting General
Manager, Europe of CBA in London (or, in each case, the person holding the
office which at the date hereof is described by such title) together with such
other persons authorised by ASB Finance to sign the Notes,
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and, in the case of each of the Issuers, the Global Notes and the Definitive
Notes in bearer form will be authenticated by or on behalf of the Agent. Each Issuer
may use the facsimile signature of any person who at the relevant date of preparation
of a Global Note or printing of a Definitive Note, Coupon, Talon or Receipt was or is
the General Manager, Europe or the Acting General Manager, Europe of CBA in London
(or, in each case, the person holding the office which at the date hereof is
described by such title) or (if the relevant Issuer is ASB Finance) such other person
authorised by ASB Finance to sign the Notes even if at the time of issue of the
relevant Global Note or any relevant Definitive Notes, Coupons, Talons or Receipts he
may have ceased for any reason to be such and the Global Notes, the Definitive Notes,
the Coupons, the Talons and the Receipts so executed and (where applicable)
authenticated shall be binding and valid obligations of the relevant Issuer.
 3.4
    
    Except as ordered by a court of competent jurisdiction or as required by law, the Trustee,
the Agent, the Registrar, the Paying Agents, the Transfer Agents, and the relevant Issuer, and
the Guarantor (where the relevant Issuer is ASB Finance) (notwithstanding any notice to the
contrary and whether or not it is overdue and notwithstanding any notation of ownership or
writing thereon or notice of any previous loss or theft thereof) may (i) for the purpose of
making payment thereon or on account thereof deem and treat the bearer of any Bearer Note or
Coupon and the registered holder of any Registered Note as the absolute owner thereof and of
all rights thereunder free from all encumbrances, and shall not be required to obtain proof of
such ownership or as to the identity of the bearer of any Bearer Note or Coupon or the
registered holder of any Registered Note, and (ii) for all other purposes deem and treat:
 (a)
    
    the bearer of any Definitive Note in bearer form or Coupon and the registered
holder of any Definitive Note in registered form, and(b)
    
    each person for the time being shown in the records of Euroclear or
Clearstream, Luxembourg, or such other additional or alternative clearance system
approved by the relevant Issuer, the Guarantor (where the relevant Issuer is ASB
Finance) and the Trustee, as having a particular nominal amount of any Global Note
credited to his securities account
 as the absolute owner thereof free from all encumbrances and shall not be required to
obtain proof of such ownership (other than, in the case of any person for the time being so
shown in the records of Euroclear or Clearstream, Luxembourg, a certificate or letter of
confirmation signed on behalf of Euroclear or Clearstream, Luxembourg) or as to the identity
of the bearer of any Definitive Note in bearer form or Coupon or the registered holder of
any Definitive Note in registered form.4.
    
    STAMP DUTIES; COVENANT TO OBSERVE PROVISIONS OF TRUST DEED AND SCHEDULES(a)
    
    EACH Issuer will pay all stamp duties and other duties or taxes (if any) payable in the
United Kingdom, New Zealand or the Commonwealth of Australia on the creation or issue or
initial delivery of the Notes and the Coupons and the preparation, execution and delivery of
these presents. If the Trustee (or any Noteholder or Couponholder where permitted under these
presents so to do) shall take any proceedings in any jurisdiction to enforce the obligations
of the relevant Issuer under these presents and any stamp duties or other duties or taxes
become payable or necessary to be paid thereon in such jurisdiction, the relevant Issuer will
pay such stamp duties or other duties or taxes (including any penalties).(b)
    
    Each Issuer and the Guarantor hereby covenants with the Trustee for and on behalf of itself,
the Noteholders and the Couponholders that it will comply with those provisions of these
presents which are expressed to be binding on it and will perform and observe the same. The
Conditions shall be binding on the relevant Issuer, the Guarantor, the Trustee, the
Noteholders and the Couponholders and all persons claiming through or under any of the same.
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5.
    
    COVENANT TO GIVE SUBSTITUTE TAX INDEMNITYIF the whole, or substantially the whole, of the income or profits of the relevant
Issuer shall become generally and primarily subject to taxation by any political entity of
which the Commonwealth of Australia (if the relevant Issuer is CBA) or the United Kingdom or
New Zealand (if the relevant Issuer is ASB Finance) forms a part or by any other territory
or any political subdivision or authority of or in such territory having power to tax in
place of, or in addition to, the Commonwealth of Australia (if the relevant Issuer is CBA)
or the United Kingdom or New Zealand (if the relevant Issuer is ASB Finance) or any
political subdivision of or authority of or in the Commonwealth of Australia (if the
relevant Issuer is CBA) or the United Kingdom or New Zealand (if the relevant Issuer is ASB
Finance), and the relevant Issuer is or may be required to withhold tax on or in relation to
any payment of principal or interest of or on the Notes, then the relevant Issuer shall
(unless the Trustee otherwise agrees) enter forthwith upon becoming aware thereof into an
amendment hereto giving to the Trustee an undertaking or covenant in form and manner
reasonably satisfactory to the Trustee in terms corresponding to the terms of Condition 9
with the substitution for, or, as the case may be, addition to, the references therein to
the Commonwealth of Australia (if the relevant Issuer is CBA) or the United Kingdom or New
Zealand (if the relevant Issuer is ASB Finance) or any political subdivision or any
authority of or in the Commonwealth of Australia (if the relevant Issuer is CBA) or the
United Kingdom or New Zealand (if the relevant Issuer is ASB Finance) having power to tax of
references to that political entity or other territory or any political subdivision thereof
or any authority thereof or therein having power to tax, such amendment also to modify
Condition 6(b) so that such Condition shall make reference to the other territory or
political subdivision thereof or authority thereof or therein having power to tax. For the
purposes of this Clause the relevant Issuer shall not be taken to have become subject
generally to the taxing jurisdiction of any territory or any political subdivision thereof
or authority thereof or therein having power to tax by reason only that it operates in that
territory or political subdivision through a permanent establishment in that territory or
political subdivision.6.
    
    INCORPORATION OF SCHEDULESTHE provisions contained in the Schedules and the Schedule of Forms shall have full
effect in the like manner as if the same had been incorporated herein.7.
    
    GUARANTEE AND INDEMNITY7.1
    
    The Guarantor hereby irrevocable and unconditionally, and notwithstanding the release of any
other guarantor or any other person under the terms of any composition or arrangement with any
creditors of ASB Finance or any other subsidiary of the Guarantor, guarantees to the Trustee:
 (a)
    
    the due and punctual payment in accordance with the provisions of these
presents of the principal of and premium (if any) and interest on the Notes and of any
other amounts payable by ASB Finance under these presents; and(b)
    
    the due and punctual performance and observance by ASB Finance of each of the
other provisions of these presents on ASB Finance part to be performed or observed.
 7.2
    
    If ASB Finance fails for any reason whatsoever punctually to pay any such principal, premium,
interest or other amount, the Guarantor shall cause each and every such payment to be made on
demand on a full indemnity basis as if the Guarantor instead of ASB Finance were expressed to
be the primary obligor under these presents and not merely as surety (but without affecting
the nature of ASB Finances obligations) to the intent that the holder of the relevant Note or
Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of
principal, premium, interest or such other amount as would have been receivable had such
payments been made by ASB Finance.
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7.3
    
    If any payment received by the Trustee or any Noteholder or Couponholder under the provisions
of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate
reorganisation of ASB Finance or, without limitation, on any other event) be avoided or set
aside for any reason, such payment shall not be considered as discharging or diminishing the
liability of the Guarantor and this guarantee shall continue to apply as if such payment had
at all times remained owing by ASB Finance and the Guarantor shall indemnify the Trustee and
the Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the
obligations of ASB Finance and/or the Guarantor under this subclause shall, as regards each
payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside,
be contingent upon such payment being reimbursed to ASB Finance or other persons entitled
through ASB Finance.7.4
    
    The Guarantor hereby agrees that its obligations under this Clause shall be unconditional and
that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or
enforceability against ASB Finance of, or of any defence or counter-claim whatsoever available
to ASB Finance in relation to, its obligations under these presents, whether or not any action
has been taken to enforce the same or any judgement obtained against ASB Finance, whether or
not any of the other provisions of these presents have been modified, whether or not any time,
indulgence, waiver, authorisation or consent has been granted to ASB Finance by or on behalf
of the Noteholders or the Couponholders or the Trustee, whether or not any determination has
been made by the Trustee pursuant to Clause 17 whether or not there have been any dealings or
transactions between ASB Finance, any of the Noteholders or Couponholders or the Trustee,
whether or not ASB Finance has been dissolved, liquidated, merged, consolidated, bankrupted or
has changed its status, functions, control or ownership, whether or not ASB Finance has been
prevented from making payment by foreign exchange provisions applicable at its place of
registration or incorporation and whether or not any other circumstances have occurred which
might otherwise constitute a legal or equitable discharge of or defence to a guarantor.
Accordingly the validity of this guarantee shall not be affected by reason of any invalidity,
irregularity, illegality or unenforceability of all or any of the obligations of ASB Finance
under these presents and this guarantee shall not be discharged nor shall the liability of the
Guarantor under these presents be affected by any act, thing or omission or means whatever
whereby its liability would not have been discharged if it had been the principal debtor.7.5
    
    Without prejudice to the provisions of Clause 9 the Trustee may determine from time to time
whether or not it will enforce this guarantee which it may do without making any demand of or
taking any proceedings against ASB Finance and may from time to time make any arrangement or
compromise with the Guarantor in relation to this guarantee which the Trustee may consider
expedient in the interests of the Noteholders.7.6
    
    The Guarantor waives diligence, presentment, demand of payment, filing of claims with a court
in the event of dissolution, liquidation, merger or bankruptcy of ASB Finance, any right to
require a proceeding first against ASB Finance, protest or notice with respect to these
presents or the indebtedness evidenced thereby and all demands whatsoever and covenants that
this guarantee shall be a continuing guarantee, shall extend to the ultimate balance of all
sums payable and obligations owed by ASB Finance under these presents, shall not be discharged
except by complete performance of the obligations in these presents and is additional to, and
not instead of, any security or other guarantee or indemnity at any time existing in favour of
any person, whether from the Guarantor or otherwise.7.7
    
    If any moneys shall become payable by the Guarantor under this guarantee the Guarantor shall
not, so long as the same remain unpaid, without the prior written consent of the Trustee:
 (a)
    
    in respect of any amounts paid by it under this guarantee, exercise any rights
of subrogation or contribution or, without limitation, any other right or remedy which
may accrue to it in respect of or as a result of any such payment; or
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(b)
    
    in respect of any other moneys for the time being due to the Guarantor by ASB
Finance, claim payment thereof or exercise any other right or remedy;
 (including in either case claiming the benefit of any security or right of set-off or,
on the liquidation of ASB Finance, proving in competition with the Trustee). If,
notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation of ASB
Finance, any payment or distribution of assets of ASB Finance of any kind or character,
whether in cash, property or securities, shall be received by the Guarantor before payment
in full of all amounts payable under these presents shall have been made to the Noteholders,
the Couponholders and the Trustee, such payment or distribution shall be received by the
Guarantor on trust to pay the same over immediately to the Trustee for application in or
towards the payment of all sums due and unpaid under these presents in accordance with
Clause 10.7.8
    
    Until all amounts which may be or become payable by ASB Finance under these presents have
been irrevocably paid in full, the Trustee may:
 (a)
    
    refrain from applying or enforcing any other moneys, security or rights held or
received by the Trustee in respect of those amounts, or apply and enforce the same in
such manner and order as it sees fit (whether against those amounts or otherwise), and
the Guarantor shall not be entitled to the benefit of the same; and(b)
    
    hold in a suspense account any moneys received from the Guarantor or on account
of the Guarantors liability under this guarantee, without liability to pay interest on
those moneys.
  (i)
    
    in the case of Senior Notes issued by ASB Finance, direct, unconditional and
unsecured obligations of the Guarantor and will rank without any preferences or
priority amongst themselves and parri passuwith all other present and future unsecured
and unsubordinated obligations (other than statutorily preferred creditors) of the
Guarantor subject as provided in the second and third paragraphs of Condition 3(a) and
in Conditions 4;(ii)
    
    in the case of Subordinated Notes issued by ASB Finance, as set out in the
applicable Final Terms and the relevant supplemental trust deed.
 8.
    
    EVIDENCE OF DEFAULTSHOULD the Trustee take legal proceedings or should any Noteholder, Receiptholder or
Couponholder take legal proceedings when entitled under these presents so to do against the
relevant Issuer and/or the Guarantor (where the relevant Issuer is ASB Finance):
 (a)
    
    proof therein that as regards any specified Note or Receipt the relevant Issuer
or, as the case may be, the Guarantor has made default in paying any principal due to
the relative Noteholder or Receiptholder shall (unless the contrary be proved) be
sufficient evidence that the relevant Issuer or, as the case may be, the Guarantor has
made like default as regards all other Notes and Receipts which are then repayable; and(b)
    
    proof therein that as regards any specified Coupon (or, where applicable, Note)
the relevant Issuer or, as the case may be, the Guarantor has made default in paying
any interest due to the relative Couponholder or Noteholder shall (unless the contrary
be proved) be sufficient evidence that the relevant Issuer or, as the case may be, the
Guarantor has made like default as regards all other Coupons which are then due and
payable or Notes in relation to which such interest is then due and payable.
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9.
    
    INDEMNIFICATION OF TRUSTEE UPON ENFORCEMENTAT any time after the Notes shall have become due and repayable (whether at maturity or
following the giving of a notice that the Notes are due and repayable pursuant to Condition
11(a) or Condition 11(b), as the case may be) the Trustee may at its discretion institute
such proceedings as it may think fit to enforce the obligations of the relevant Issuer and,
where applicable, the Guarantor under these presents but it shall not be bound to take any
such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or
so requested in writing by the holders of at least one fifth in nominal amount of the Notes
outstanding and (ii) it shall have been indemnified and/or secured to its satisfaction
against all actions, proceedings, claims and demands to which it may thereby render itself
liable and all costs, charges, damages, liabilities and expenses which it may incur by so
doing. No Noteholder or Couponholder shall be entitled to proceed directly against the
relevant Issuer or the Guarantor (where the relevant Issuer is ASB Finance) unless the
Trustee, having become bound so to proceed, fails to do so within a reasonable time and such
failure is continuing.10.
    
    APPLICATION OF MONEYS RECEIVED BY TRUSTEE; PROVISIONS RELATING TO SUBORDINATED NOTES ISSUED
BY CBA; NOTICE OF PAYMENT; TRUSTEES POWER TO RETAIN AND INVEST LESS THAN 10 PER CENT.10.1
    
    SUBJECT in relation to the Subordinated Notes to the provisions of the applicable Final Terms
and, in the case of Subordinated Notes issued by CBA, to subclause 10.2 below, all moneys
received by the Trustee in respect of amounts repayable under these presents shall be held by
the Trustee upon trust to apply the same:
 (a)
    
    FIRST in payment of all costs, charges, expenses and liabilities incurred and
payments made by the Trustee under the provisions hereof and all remuneration payable
to the Trustee;(b)
    
    SECONDLY in or towards payment pari passuand rateably of all arrears of
interest remaining unpaid in respect of the Notes and all principal moneys due in
respect of the Notes; and(c)
    
    THIRDLY in payment of the balance (if any) to the relevant Issuer (without
prejudice to, or liability in respect of, any question as to how such payment to the
relevant Issuer, the Guarantor shall be dealt with as between the relevant Issuer and
any other person or persons).
 Without prejudice to the provisions of this Clause, if the Trustee shall hold any
moneys which represent principal or interest in respect of Notes or Coupons which have
become void under Condition 10, the Trustee shall (subject to payment or provision for the
payment or satisfaction of the said costs, charges, expenses and liabilities and the
remuneration of the Trustee) pay the same to the relevant Issuer.10.2
    
    In the event of the winding up of CBA, the claims of the holders of Subordinated Notes issued
by CBA and the Coupons (if any) appertaining thereto shall be unsecured and subordinated. Any
amounts in respect of the Subordinated Notes issued by CBA and such Coupons paid from the
assets of CBA to the Trustee shall be held by the Trustee upon trust to be applied:
 (a)
    
    FIRST, in payment or satisfaction of the costs, charges, expenses and
liabilities incurred by the Trustee in or about the execution of the trusts of these
presents (including any unpaid remuneration of the Trustee);
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(b)
    
    SECONDLY, in payment of claims of all Other Creditors (as defined in Condition
3(b)) in the winding up of CBA to the extent that such claims are admitted to proof in
the winding up of CBA (not having been satisfied out of the other resources of CBA);
and(c)
    
    THIRDLY, as to the balance (if any) in payment pari passuand rateably of the
amounts owing on or in respect of the Subordinated Notes issued by CBA and such
Coupons.
 10.3
    
    The Trustee shall give not less than 14 days notice to the Noteholders and the Couponholders
in accordance with Condition 16 of the day fixed for any payment to them under sub clause 10.1
or 10.2, as the case may be, of this Clause. Such payment shall be made in accordance with
Condition 7 and any payment so made shall be a good discharge to the Trustee.10.4
    
    If the amount of the moneys at any time applicable under subclause 10.1 or 10.2, as the case
may be, of this Clause for payment of the item Secondly contained therein shall be less than
10 per cent. of the amount of the Notes and/or Coupons then due and payable, the Trustee may,
at its discretion, invest such moneys in some or one of the investments hereinafter authorised
with power from time to time, at the like discretion, to vary such investments and such
investments with the resulting income thereof may be accumulated until the accumulations
together with any other funds for the time being under the control of the Trustee and
applicable for the purpose shall amount to a sum sufficient to pay at least the above
percentage amount of the Notes and/or Coupons then due and payable whereupon such accumulation
and funds shall be applied in manner aforesaid.10.5
    
    The trust secondly mentioned in subclause 10.2 of this Clause may be performed by the Trustee
paying over to the liquidator for the time being in the winding up of CBA the amounts received
by the Trustee as aforesaid (less any amounts thereof applied in the implementation of the
trust first mentioned in subclause 10.2 of this Clause) on terms that such liquidator shall
distribute the same accordingly and the receipt of such liquidator for the same shall be a
good discharge to the Trustee for the performance by it of the trust secondly mentioned in
subclause 10.2 of this Clause.10.6
    
    The Trustee shall be entitled and it is hereby authorised to call for and to accept as
conclusive evidence thereof a certificate from the liquidator for the time being of CBA as to:
 (a)
    
    the amount of the claims of the Other Creditors referred to in subclause 10.2
of this Clause; and(b)
    
    the persons entitled thereto and their respective entitlements.
 11.
    
    PAYMENT TO NOTEHOLDERS AND COUPONHOLDERSANY payment to be made in respect of the Notes and/or the Coupons by the relevant
Issuer or the Trustee may be made in the manner provided in these presents and any payment
so made shall be a good discharge pro tantoto the relevant Issuer or the Trustee as the
case may be. Any payment of interest made in respect of a Coupon shall extinguish, to the
extent of such payment, any claim which may arise directly or indirectly in respect of such
interest from a Noteholder.12.
    
    PRODUCTION OF NOTES AND COUPONSUPON any payment under the provisions of Clause 10 (other than payment in full against
surrender of a Note or Coupon or payment in full save for deduction for, or on account of,
taxes or duties as permitted by the Conditions) the Note or Coupon in respect of which such
payment is made shall be produced to the Trustee or the Registrar or the Paying Agent by or
through whom such payment is made who shall enface or shall cause to be enfaced thereon a
memorandum of the amount and date of payment.
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13.
    
    AUTHORISED INVESTMENTSANY moneys which under the trusts herein contained ought to or may be invested by the
Trustee may be invested in the name or under the control of the Trustee in any of the
investments for the time being authorised by English law for the investment by trustees of
trust moneys or in any other investments, whether similar to the aforesaid or not, which may
be selected by the Trustee and approved by the relevant Issuer or by placing the same on
deposit with a bank (including with the Trustee or any subsidiary or holding company of the
Trustee, if a bank) in the name or under the control of the Trustee as the Trustee may think
fit and in such currency as the Trustee may think fit and the Trustee may at any time vary
or transpose any such investments for or into other such investments and shall not be
responsible for any loss occasioned thereby whether by depreciation in value or otherwise.14.
    
    COVENANTS BY THE ISSUERS AND THE GUARANTOREACH Issuer severally covenants with the Trustee that so long as any of the Notes
issued by it remains outstanding and the Guarantor severally covenants with the Trustee that
so long as any of the Notes issued by ASB Finance remains outstanding it shall at all times:
 (a)
    
    carry on and conduct its affairs in a proper manner;(b)
    
    give to the Trustee such information and evidence, and in such form, as it may
reasonably require for the purpose of the discharge of the duties, trusts, powers,
authorities and discretions vested in it under these presents, including give to the
Trustee within seven days after demand by the Trustee therefor such information and
evidence required pursuant to Condition 3((b), or by operation of law;(c)
    
    cause to be prepared in respect of each financial year, accounts in such form
and at such time as will comply with the laws of the Commonwealth of Australia or New
Zealand, as the case may be, applicable to it (including the reports thereon by the
Auditors in accordance with such laws) and any undertaking to the UKLA or the London
Stock Exchange by which it is from time to time bound;(d)
    
    keep proper books of account and, upon the Trustee certifying to it that the
Trustee has reasonable grounds to suspect that an Event of Default has occurred, or is
about to occur, or would occur with the giving of notice and/or the lapse of time
and/or the issue of a certificate, allow the Trustee reasonable access thereto during
normal business hours upon the Trustee having given reasonable notice but subject to
any secrecy laws or contractual obligations entered into by that Issuer;(e)
    
    send to the Trustee (in addition to any copies to which it may be entitled as a
holder of any of its securities) four copies in English of every balance sheet, profit
and loss account, report and notice of general meeting and every document issued or
sent to holders of its quoted or listed securities (including the Noteholders) and its
shareholders in their capacity as such as soon as practicable after the issue or
publication thereof;(f)
    
    forthwith give notice in writing to the Trustee of the coming into existence of
any security interest which would require any security to be given to the Notes
pursuant to Condition 4 or of the occurrence of any Event of Default or any condition,
event or act which with the giving of notice and/or the lapse of time and/or the issue
of a certificate would constitute an Event of Default;(g)
    
    give to the Trustee within seven days after demand by the Trustee therefor a
certificate of the relevant Issuer signed by one Authorised Signatory (in the case of
CBA) or two Authorised
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Signatories (in the case of ASB Finance) and two Authorised Signatories of the
Guarantor (where the relevant Issuer is ASB Finance) whose name has been notified to
the Trustee to the effect that as at a date not more than seven days before
delivering such certificate (the relevant date) there did not exist and had not
existed since the relevant date of the previous certificate (or in the case of the
first such certificate the date hereof) any Event of Default or any condition, event
or act which with the giving of notice and/or the lapse of time and/or the issue of a
certificate would constitute an Event of Default (or if such exists or existed
specifying the same);(h)
    
    execute all such documents and do all acts and things as may be necessary at
any time or times in the opinion of the Trustee to give effect to these presents;(i)
    
    maintain an Agent, a Registrar, Paying Agents and Transfer Agents in accordance
and in compliance with the Conditions;(j)
    
    procure the Agent to notify the Trustee forthwith by facsimile if it does not,
on or before the due date for payment of the Notes or any of them or any of the
Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full
amount in the relevant currency of the moneys payable on such due date on all such
Notes or Coupons, as the case may be, and it is not satisfied in its reasonable opinion
that such payment will be made within one business day in London of such due date;(k)
    
    in the event of the unconditional payment to the Agent of any sum due in
respect of the Notes or Coupons or any of them being made after notice has been given
under sub clause 1(x) of this Clause forthwith give or procure to be given notice to
the Noteholders in accordance with Condition 16 that such payment has been made;(l)
    
    use its best endeavours to maintain the listing of Notes listed on the London
Stock Exchange or such other stock exchange on which they are listed or quoted and to
pay all such fees and supply all such further documents, information and undertakings
as may be necessary for such purpose. If any Issuer shall determine that the
requirements for maintaining such listing or quotation have become or will become
unduly burdensome, the relevant Issuer may cease to maintain such listing or quotation
but shall use its best endeavours to obtain and maintain a listing or quotation of
Notes to be listed on such other stock exchange or exchanges or securities market or
markets as the relevant Issuer may (with the approval of the Trustee) decide and shall
also use all reasonable endeavours to procure that there will at all times be furnished
to any such stock exchange or securities market such information as such stock exchange
or securities market may require to be furnished in accordance with its requirements
and shall also upon obtaining a listing or quotation of Notes to be listed on such
other stock exchange or exchanges or securities market or markets enter into a deed
supplemental hereto to effect such consequential amendments to these presents as the
Trustee may reasonably require or as shall be requisite to comply with the requirements
of any such stock exchange or securities market;(m)
    
    give or procure the giving of notice to the Noteholders in accordance with
Condition 16 of any appointment, resignation or removal of any Agent, Registrar, Paying
Agent or Transfer Agent (other than the appointment of the initial Agent, Registrar,
Paying Agents and Transfer Agents) or change of any Agents, Registrars, Paying
Agents or Transfer Agents specified office as shown on the Notes and Coupons or as
previously notified to the Noteholders, after having obtained the approval of the
Trustee thereto (if such approval is required by Condition 7 or the Agency Agreement),
at least 30 days prior to such event taking effect PROVIDED THAT in the case of the
termination of the appointment of the Agent or the Registrar no such termination shall
take effect until a new Agent or Registrar
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has been appointed on terms approved by the Trustee (such approval not to be
unreasonably withheld);(n)
    
    ensure that every notice given to the Noteholders is in a form approved by the
Trustee and promptly give to the Trustee four copies of every such notice as and when
the same is given to the Noteholders; and(o)
    
    comply with and perform all its obligations under the Agency Agreement and use
all reasonable endeavours to procure that the Agent, the Registrar, the Paying Agents
and the Transfer Agents comply with and perform all their respective obligations
thereunder and not make any amendment or modification to such Agreement without the
prior written approval of the Trustee (such approval not to be unreasonably withheld).
 15.
    
    REMUNERATION OF THE TRUSTEE15.1
    
    THE Issuers shall pay to the Trustee remuneration for its services as trustee as from the
date of this Trust Deed, such remuneration to be at such rate and on such dates as may from
time to time be agreed between the Issuers and the Trustee. Such remuneration shall accrue
from day to day and be payable (in priority to payments to the Noteholders and the
Couponholders) down to the date when, all the Notes having become due for redemption, the
redemption moneys and interest thereon to the date of redemption have been paid to the Agent
or the Trustee PROVIDED THAT, if upon due presentation of any Note or Coupon or any cheque in
respect of principal or interest, payment of the moneys due in respect thereof is improperly
withheld or refused, remuneration will commence again to accrue.15.2
    
    In the event of the Trustee giving a notice under Condition 11(a) or Condition 11(b), as the
case may be, or considering it expedient or necessary or being requested by any Issuer or the
Guarantor (where the relevant Issuer is ASB Finance) to undertake duties which the Trustee and
the relevant Issuer or the Guarantor (where the relevant Issuer is ASB Finance) agree to be of
an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under
these presents the relevant Issuer shall pay to the Trustee such additional remuneration as
shall be agreed between them.15.3
    
    The Issuers shall in addition pay to the Trustee an amount equal to the amount of any value
added tax or similar tax chargeable in respect of its remuneration under these presents.15.4
    
    In the event of the Trustee and the Issuers or the relevant Issuer, as the case may be,
failing to agree:
 (a)
    
    (in a case to which Clause 15.1 applies) upon the amount of the remuneration;
or(b)
    
    (in a case to which Clause 15.2 applies) upon whether such duties shall be of
an exceptional nature or otherwise outside the scope of the normal duties of the
Trustee under these presents, or upon such additional remuneration,
 such matters shall be determined by a person (acting as an expert and not as an
arbitrator) selected by the Trustee and approved by the Issuers or the relevant Issuer, as
the case may be, or, failing such approval, nominated (on the application of the Trustee) by
the President for the time being of The Law Society of England and Wales (the expenses
involved in such nomination and the fees of such person or other financial institution being
shared equally by the Issuers or the relevant Issuer, as the case may be, and the Trustee)
and the determination of any such person or other financial institution shall be final and
binding upon the Trustee and the Issuers or the relevant Issuer, as the case may be.15.5
    
    The Issuers shall also pay or discharge all costs, charges, liabilities and expenses properly
incurred by the Trustee in relation to the preparation and execution of, the exercise of its
powers and the performance of its duties under, and in any other manner in relation to, these
presents, including but
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not limited to travelling expenses and any stamp and other taxes or duties paid by the
Trustee in connection with any legal proceedings brought or contemplated by the Trustee
against any Issuer for enforcing any obligation under these presents.15.6
    
    All costs, charges, liabilities and expenses reasonably incurred and payments made by the
Trustee in the lawful exercise of the powers conferred upon it by these presents and all
remuneration payable to the Trustee shall be payable by the Issuers in Sterling within 15 days
after written demand and in the case of payments actually made by the Trustee prior to such
demand shall (if not paid within 15 days after such demand and the Trustee so requires) carry
interest at a rate per annum equal to two per cent. above the Base Rate for the time being in
force of National Westminster Bank PLC from the date of the same being demanded, and in all
other cases shall carry interest at such rate from the date 15 days after the date of the same
being demanded.15.7
    
    The Trustee shall be entitled in its absolute discretion to determine in respect of which
Series of Notes any costs, charges, expenses or liabilities properly incurred under these
presents have been incurred.16.
    
    PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACTSSection 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in
relation to the trusts constituted by these presents. Where there are any inconsistencies
between the Trustee Acts and the provisions of these presents, the provisions of these
presents shall, to the extent allowed by law, prevail and, in the case of any such
inconsistency with the Trustee Act 2000, the provisions of these presents shall constitute
a restriction or exclusion for the purposes of that Act. The Trustee shall have all the
powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is
expressly declared as follows:
 (a)
    
    The Trustee may in relation to these presents act on the opinion or advice of,
or information obtained from, any lawyer, valuer, banker, broker, accountant or other
expert and shall not be responsible for any loss occasioned by so acting;(b)
    
    Any such opinion, advice or information may be sent or obtained by letter,
telegram, cablegram or facsimile and the Trustee shall not be liable for acting on any
opinion, advice or information purporting to be conveyed by any such letter, telegram,
cablegram or facsimile although the same shall contain some error or shall not be
authentic;(c)
    
    The Trustee shall not be bound to give notice to any person of the execution
hereof or to take any steps to ascertain whether there has occurred any Event of
Default or any condition, event or act which with the giving of notice and/or the lapse
of time and/or the issue of a certificate would constitute an Event of Default and,
until it shall have actual knowledge or shall have express notice to the contrary, the
Trustee shall be entitled to assume that no such Event of Default or condition, event
or act has occurred and that each Issuer is performing all its obligations contained in
these presents;(d)
    
    The Trustee shall not be responsible for having acted upon any resolution
purporting to have been passed at any meeting of the Noteholders in respect whereof
minutes have been made and signed even though it may subsequently be found that there
was some defect in the constitution of such meeting or the passing of such resolution
or that for any reason such resolution was not valid or binding upon the Noteholders or
the Couponholders;(e)
    
    The Trustee shall be at liberty to accept as sufficient evidence of any fact or
matter or the expediency of any dealing, transaction, step or thing a certificate
signed by two Authorised Signatories (in the case of CBA) or two Authorised Signatories
(in the case of ASB Finance
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or the Guarantor) as to any fact or matter upon which the Trustee may, in the
exercise of any of its duties, powers, authorities and discretions under these
presents, require to be satisfied or to have information to the effect that, in the
opinion of the persons so certifying, any particular dealing, transaction, step or
thing is expedient and the Trustee shall not be bound in any such case to call for
further evidence and shall not be responsible for any loss that may be occasioned by
acting on any such certificate;
 (f)
    
    The Trustee shall be at liberty to take these presents (and any documents
relating to these presents) into, or to hold these presents (and any such documents)
in, or to deposit these presents (and any such documents) with any proper person in,
the United Kingdom (or, as the Trustee may consider necessary or desirable in the
interests of the Noteholders, but not otherwise, any other part of the world other
than, except for the purposes of enforcement of the obligations of the Issuers under
these presents, (in the case of CBA) the Commonwealth of Australia or (in the case of
ASB Finance or the Guarantor) New Zealand) and the Trustee shall not be responsible for
or be required to insure against any loss incurred in connection with any such taking,
holding or deposit and may pay all sums required to be paid on account of or in respect
of any such taking, holding or deposit. In this sub clause proper person means any
bank or person whose business includes undertaking the safe custody of deeds or
documents or any lawyer or firm of lawyers;(g)
    
    The Trustee shall, as regards all the powers, trusts, authorities and
discretions vested in it by these presents or by operation of law, have absolute and
uncontrolled discretion as to the exercise or non exercise thereof and shall not be
responsible for any loss, costs, damages, expenses or inconvenience which may result
from the exercise or non exercise thereof;(h)
    
    The Trustee may, in the conduct of the trust business, instead of acting
personally, employ and pay an agent, whether being a lawyer or other professional
person, to transact or conduct, or concur in transacting or conducting, any business
and to do or concur in doing all acts required to be done by the Trustee (including the
receipt and payment of money) and any trustee being a lawyer, banker, broker or other
person engaged in any profession or business shall be entitled to charge and be paid
all usual professional and other charges for business transacted and acts done by him
or any partner of his or by his firm in connection with the trusts hereof and also his
reasonable charges in addition to disbursements for all other work and business done
and all time spent by him or his partner or firm on matters arising in connection with
these presents including matters which might or should have been attended to in person
by a trustee not being a lawyer, banker, broker or other professional person. The
Trustee shall not be responsible for any misconduct on the part of any such person
appointed by it hereunder or be bound to supervise the proceedings or acts of any such
person;(i)
    
    The Trustee may appoint and pay any person to act as a custodian or nominee on
any terms in relation to such assets of the trusts constituted by these presents as the
Trustee may determine, including for the purpose of depositing with a custodian these
presents or any document relating to the trusts constituted by these presents and the
Trustee shall not be responsible for any liability incurred by reason of the
misconduct, omission or default on the part of any person appointed by it hereunder or
be bound to supervise the proceedings or acts of such person; the Trustee is not
obliged to appoint a custodian if the Trustee invests in securities payable to bearer;(j)
    
    The Trustee shall not be liable to any Issuer or the Guarantor or any
Noteholder or Couponholder by reason of having accepted as valid or not having rejected
any Note or Coupon purporting to be such and subsequently found to be forged or not
authentic;
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(k)
    
    The Trustee as between itself and the Noteholders and the Couponholders
shall have full power to determine all questions and doubts arising in relation to any
of the provisions of these presents and every such determination made bona fideshall
be conclusive and binding on the Trustee, the Noteholders and the Couponholders;(l)
    
    Any consent or approval granted by the Trustee pursuant to these presents may
be granted upon such terms and subject to such conditions (if any) as the Trustee may
in its absolute discretion determine Provided always that where any consent or approval
is not to be unreasonably withheld any such terms and conditions shall be reasonable;(m)
    
    Unless ordered so to do by a court of competent jurisdiction, the Trustee shall
not be required to disclose to any Noteholder or Couponholder any information made
available to the Trustee by any Issuer or the Guarantor in connection with the trusts
hereof or any confidential or other information relating to any Issuer or its
Subsidiaries or the Guarantor in connection with the trusts hereof and no Noteholder or
Couponholder shall be entitled to take any action to obtain from the Trustee any such
information;(n)
    
    The Trustee shall not be responsible for the receipt or application by the
relevant Issuer of the proceeds of the issue of the Notes or for the exchange of any
Temporary Global Note for the relative Permanent Global Note or Definitive Notes or for
the exchange of a Permanent Global Note for the relative Definitive Notes or for the
delivery of the relative Definitive Notes to the persons entitled thereto;(o)
    
    Where it is necessary or desirable for any purpose in connection with these
presents to convert any sum from one currency to another it shall (unless otherwise
provided by these presents, the Programme Agreement or required by law) be converted at
such rate or rates, in accordance with such method and as at such date for the
determination of such rate of exchange, as may be reasonably determined by the Trustee
to be appropriate and any rate, method and date so determined shall (save in the case
of manifest error) be binding on the Issuers, the Guarantor, the Noteholders and the
Couponholders;(p)
    
    The Trustee may certify whether or not the happening of any of the events set
out in paragraphs (ii) to (v) (both inclusive) of Condition 11(a) is, in its opinion,
materially prejudicial to the interests of the Noteholders and such certificate shall
(except in the case of manifest error) be conclusive and binding upon the relevant
Issuer, the Guarantor, the Noteholders and the Couponholders;(q)
    
    In circumstances where subparagraph (B) of the proviso to Condition 11(b)(i)
has been applied, the Trustee may at any time and from time to time by notice in
writing to CBA require CBA to take such action (including but not limited to
proceedings for a declaration by a relevant court) as the Trustee in its absolute
discretion considers appropriate to resolve the doubt, in which event CBA shall
forthwith take and expeditiously proceed with such action and shall be bound by any
final resolution of the doubt resulting therefrom which resolution it shall promptly
notify to the Trustee in writing. If such resolution determines that the relevant
payment can be made without infringing any applicable law, regulation
or order then the said subparagraph (B) shall forthwith cease to apply and the
relative grace period provided for in Condition 11(b)(i) shall expire 15 days after
service by CBA on the Trustee of notice informing it of such resolution as aforesaid.
If so required by the Trustee CBA shall as promptly as practicable after such
resolution give a notice with regard thereto in accordance with Condition 16 in a
form previously approved by the Trustee;(r)
    
    The Trustee may call for any certificate or other document to be issued by
Euroclear or Clearstream, Luxembourg as to the principal amount of the Notes
represented by a Global Note standing to the account of any person. Any such
certificate or other document shall, in
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the absence of manifest error, be conclusive
and binding for all purposes. Any such certificate or other document may comprise any
form of statement or print out of electronic records provided by the relevant clearing
system (including Euroclears EUCLID or Clearstream, Luxembourgs Cedcom system) in
accordance with its usual procedures and in which the holder of a particular principal
amount of the Notes is clearly identified together with the amount of such holding. The
Trustee shall not be liable to any person by reason of having accepted as valid or not
having rejected any certificate or other document to such effect purporting to be
issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or
not authentic;(s)
    
    In connection with the exercise by it of any of the powers, trusts or
discretions (including, without limitation, any modification, waiver, authorisation,
determination or substitution) vested in it by these presents, the Trustee shall have
regard to the interests of the Noteholders as a class and in particular, but without
prejudice to the generality of the foregoing, shall not have regard to the consequences
of such exercise for individual Noteholders or Couponholders resulting from their being
for any purpose domiciled or resident in, or otherwise connected with, or subject to
the jurisdiction of, any particular territory and the Trustee shall not be entitled to
require, nor shall any Noteholder or Couponholder be entitled to claim, from the
relevant Issuer or any other person any indemnification or payment in respect of any
tax consequence of any such exercise upon individual Noteholders or Couponholders
except to the extent already provided for in Condition 9 and/or any undertaking given
in addition to, or in substitution for, Condition 9 pursuant to these presents; and(t)
    
    Provided nevertheless that nothing in these presents contained shall in any
case in which the Trustee has failed to show the degree of care and diligence required
of it as trustee (having regard to the provisions of these presents conferring on the
Trustee any powers, authorities or discretions) relieve the Trustee of or require any
Issuer to indemnify it against any liability for breach of trust or any liability which
by virtue of any rule of law would otherwise attach to it in respect of any negligence,
default, breach of duty or breach of trust of which it may be guilty in relation to its
duties hereunder.
 17.
    
    WAIVER, AUTHORISATION AND DETERMINATIONTHE Trustee may, without prejudice to its rights in respect of any subsequent breach, Event
of Default or condition, event or act from time to time and at any time, without the consent
or sanction of the Noteholders or the Couponholders, but only if and in so far as in its
opinion the interests of the Noteholders shall not be materially prejudiced thereby, waive
or authorise, on such terms and conditions as to it shall seem fit and
proper, any breach or continuing or proposed breach of any of the covenants or provisions
contained in these presents or determine that any Event of Default or any condition, event
or act which with the giving of notice and/or the lapse of time and/or the issue of a
certificate would be an Event of Default but for such determination shall not be treated as
such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise
any powers conferred on it by this Clause in contravention of any request or express
direction given by Extraordinary Resolution or under Condition 11(a) or Condition 11(b), as
the case may be, but so that no such request or direction shall affect any waiver,
authorisation or determination previously given or made. Any such waiver, authorisation or
determination shall be binding on the Noteholders and the Couponholders and if, but only if,
the Trustee shall so require, shall be notified to the Noteholders in accordance with
Condition 16 as soon as practicable thereafter.18.
    
    TRUSTEES POWER TO DELEGATETHE Trustee may, whenever it thinks it expedient in the interests of the Noteholders,
delegate to any person or fluctuating body of persons all or any of the duties, powers,
trusts, authorities and
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discretions vested in the Trustee by these presents other than the
giving of a certificate that any of the events mentioned in paragraphs (ii) to (v) (both
inclusive) of Condition 11(a) is materially prejudicial to the interests of the Noteholders
and any such delegation may be by power of attorney or in such other manner as the Trustee
may think fit and may be made upon such terms and subject to such conditions (including
power to sub-delegate) and subject to such regulations as the Trustee may in the interests
of the Noteholders think fit. The Trustee shall not be bound to supervise the proceedings
or be responsible for any loss incurred by reason of any misconduct or default on the part
of any such delegate or sub-delegate. The Trustee shall, within a reasonable time of any
such delegation or any renewal, extension or termination thereof, give notice thereof to the
Issuers and the Guarantor.19.
    
    TRUSTEES RIGHT TO ENTER INTO FINANCIAL TRANSACTIONS WITH THE ISSUERS AND THE GUARANTORNO trustee or subsidiary or holding company of any corporation acting as a trustee under
these presents or director or officer of such Trustee or any such company shall by reason of
its or his fiduciary position be in any way precluded from entering into or being interested
in any contract or financial or other transactions or arrangements with any Issuer or, as
the case may be, the Guarantor or any person or body corporate associated with any Issuer
or, as the case may be, the Guarantor including without prejudice to the generality of this
provision any contract, transaction or arrangement of a banking or insurance nature or any
contract, transaction or arrangement in relation to the making of loans or the provision of
financial facilities to, or the purchase, placing or underwriting of, or subscribing or
procuring subscriptions for, or otherwise acquiring, holding or dealing with or disposing of
all or some of the Notes or any other notes, stocks, shares, debenture stock, debentures,
bonds or other securities of any Issuer or, as the case may be, the Guarantor or any person
or body corporate associated as aforesaid (with or without commission or other remuneration)
or from accepting or holding the trusteeship of any other trust deed constituting or
securing, or relating to, any other securities issued by, or relating to, any Issuer or, as
the case may be the Guarantor or any such person or body corporate so associated or any
other office of profit under any Issuer or, as the case may be, the Guarantor or any such
person or body corporate so associated and shall be entitled to retain and shall not be in
any way liable to account for any profit made or share of brokerage or commission or remuneration or
other benefit received thereby or in connection therewith.20.
    
    MODIFICATIONTHE Trustee may from time to time and at any time without any consent or sanction of the
Noteholders or the Couponholders concur with the Issuers or the relevant Issuer or the
Guarantor, as the case may be, in making any modification to the provisions of these
presents (provided that such modification, unless falling within (i) or (ii) hereof, does
not concern any of the matters the subject of the proviso to paragraph 19 of Schedule 2 and
provided, further, that where the Notes are Subordinated Notes issued by CBA, the Trustee
may only concur in any such modification which affects the subordination or stated maturity
of the Notes (being a modification of Condition 3(b), 6(b), 6(c), 6(d), 6(i) or 11(b)) if
the prior consent of the Australian Prudential Regulation Authority has been obtained) if in
the opinion of the Trustee such modification:
 (a)
    
    is of a formal, minor or technical nature; or(b)
    
    is made to correct a manifest error; or(c)
    
    is not materially prejudicial to the interests of the Noteholders.
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Any such modification shall be binding on the Noteholders and the Couponholders and, unless
the Trustee otherwise agrees, shall be notified to the Noteholders in accordance with
Condition 16 as soon as practicable thereafter.21.
    
    APPOINTMENT OF NEW TRUSTEE21.1
    
    THE power to appoint a new trustee or new trustees of these presents shall be vested in CBA
but a person proposed to be appointed must in the first place be approved by an Extraordinary
Resolution. A trust corporation may be sole trustee of these presents but save as aforesaid
there shall always be at least two trustees and one of such trustees shall be a trust
corporation. The Noteholders shall have the power, exercisable by Extraordinary Resolution, to
remove any trustee or trustees for the time being of these presents. Any trustee of these
presents may retire at any time on giving not less than three months prior written notice to
CBA without assigning any reason therefor and without being responsible for any costs
occasioned by such retirement. The retirement of a trustee shall not become effective unless
there remains a trustee of these presents (being a trust corporation) in office after such
retirement.21.2
    
    At any time or times, (i) for the purposes of conforming to any legal requirements,
restrictions or conditions in any jurisdiction in which any particular act or acts is or are
to be performed, or (ii) if the Trustee considers it to be in the interests of Noteholders, or
(iii) for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any
jurisdiction of either a judgment already obtained or any of these presents against any Issuer
or the Guarantor, the Trustee shall have power by notice in writing to the Issuers and the
Guarantor to appoint any person either to act as separate trustee or as co trustee jointly
with the Trustee, with (subject to the provisions of these presents) such rights (including
reasonable remuneration), powers, duties and obligations as shall be conferred or imposed by
the instrument of appointment. The Trustee shall have power in like manner to remove any
person so appointed. At the request of the Trustee the Issuers and the Guarantor shall
execute all such documents and do all such things as may be required to perfect such
appointment or removal. Any such
separate trustee or co-trustee shall be entitled to exercise all such trusts, powers,
authorities and discretions and shall be entitled to the benefit of all such rights and
protections but shall not be entitled to exercise any greater trusts, powers, authorities
and discretions than, or to do anything which could not have been done by, the Trustee
pursuant to these presents. Before appointing such person to act as such a separate trustee
or co trustee the Trustee shall, if circumstances so permit, consult the Issuers, the
Guarantor and any person so appointed shall not be a person to whose appointment the Issuers
or the Guarantor might reasonably object by reason of any conflict of interest, other
disability or other important reason and a determination given by the Trustee (after
consulting its legal adviser in the appropriate jurisdiction) that in its opinion there is
no such conflict of interest or other disability or other important reason in relation to
any such person shall be conclusive and binding upon the Issuers and the Guarantor.22.
    
    COMPETENCE OF A MAJORITY OF TRUSTEESWHENEVER there shall be more than two trustees of these presents the majority of such
trustees shall be competent to execute and exercise all the duties, powers, trusts,
authorities and discretions vested in the Trustee by these presents Provided always that a
trust corporation is included in such majority.23.
    
    CANCELLATION OF NOTES, COUPONS, TALONS AND RECEIPTS23.1
    
    THE relevant Issuer shall procure that all Notes (i) redeemed or (ii) purchased by or on
behalf of the relevant Issuer (otherwise than in the ordinary course of the business of
dealing in securities) or (iii) which, being mutilated or defaced, have been surrendered and
replaced pursuant to Condition 15 or (iv) exchanged as provided in these presents (together in
each case (but subject as provided in Clause 17(C) of the Agency Agreement) with all unmatured
Coupons, Talons and Receipts attached thereto
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(a)
    
    the aggregate nominal amount of Notes or Receipts which have been redeemed and
the aggregate amount paid in respect thereof and the aggregate amounts in respect of
Coupons which have been paid;(b)
    
    the serial numbers of such Notes in definitive form, Receipts and Talons;(c)
    
    the total number by maturity date of such Coupons;(d)
    
    the aggregate amount of interest paid (and the due dates of such payments) on
Global Notes and/or on Registered Notes;(e)
    
    the aggregate nominal amount of Notes (if any) which have been purchased by or
on behalf of the relevant Issuer and cancelled and the serial numbers of such Notes in
definitive form, Receipts and Talons and the total number by maturity date of the
Coupons attached thereto or surrendered therewith;(f)
    
    the aggregate nominal amounts of Notes or Receipts, the number of Talons and,
in the case of a Series of Fixed Rate Notes only, the aggregate amounts in
respect of Coupons which have been so exchanged or surrendered and replaced and the
serial numbers of such Notes in definitive form, Receipts and Talons and the total
number by maturity date of such Coupons;(g)
    
    in the case of a Series of Fixed Rate Notes, the total number by maturity date
of unmatured Coupons missing from Definitive Notes in bearer form which have been
redeemed or exchanged or surrendered and replaced and the serial numbers of such Notes
in definitive form to which such missing unmatured Coupons appertained; and(h)
    
    the total number by maturity date of Talons which have been exchanged for
further Coupons
 shall be given to the Trustee by or on behalf of the relevant Issuer as soon as possible and
in any event within three months after the date of such redemption, purchase, payment,
exchange or replacement (as the case may be). The Trustee may accept such certificate as
conclusive evidence of redemption, purchase, exchange or replacement pro tantoof the Notes
or payment of interest thereon or exchange of the Talons respectively and of cancellation of
the relative Notes, Coupons, Talons and Receipts. All records and certificates made or
given pursuant to this sub clause (A) shall make a distinction between Notes of different
denominations and between Bearer Notes and Registered Notes of the same Series.23.2
    
    The relevant Issuer shall procure that (i) the Agent shall keep a full and complete record of
all Notes, Coupons, Talons and Receipts (other than serial numbers of Coupons) and of their
redemption, purchase by or on behalf of the relevant Issuer (other than purchases in the
ordinary course of the business of dealing in securities), cancellation, payment or exchange
(as the case may be) and of all replacements for Notes, Coupons, Talons or Receipts issued in
substitution for lost, stolen, mutilated, defaced or destroyed Notes, Coupons, Talons or
Receipts (ii) the Agent shall in respect of the Coupons and Talons of each maturity retain
until the expiry of five years from the Relevant Date in respect of such Coupons or Talons
either all paid Coupons and exchanged Talons of that maturity or a list of the total number of
Coupons and Talons of that maturity still remaining unpaid or unexchanged and (iii) such
records and Coupons or Talons (if any) shall be made available to the Trustee at all
reasonable times. For the purposes of this sub clause (B) the Relevant Date in respect
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of a Talon means the Relevant Date of the last Coupon of the Coupon sheet for which such Talon
could be exchanged.24.
    
    NOTEHOLDERS TO BE TREATED AS HOLDING COUPONSWHENEVER in these presents the Trustee is required or entitled to exercise a duty, power,
authority or discretion by reference to the interests of the Noteholders, the Trustee shall
assume that each holder of a Bearer Note in definitive form is the holder of all Coupons
appertaining to each Bearer Note in definitive form of which he is the holder. Neither the
Trustee nor any Issuer nor the Guarantor shall be required to give notice to the
Couponholders for any purpose under these presents and the Couponholders shall be deemed for
all purposes to have notice of the contents of any notice given to the holders of the Bearer
Notes in definitive form in accordance with Condition 16.25.
    
    SUBSTITUTION OF PRINCIPAL DEBTORTHE Trustee may, without the consent or sanction of the Noteholders or the Couponholders,
agree to the substitution in place of any Issuer as the principal debtor under these
presents of the Guarantor or any other corporation (hereinafter in this Clause referred to
as the Substituted Company) PROVIDED THAT:
 (a)
    
    an undertaking is given by the Substituted Company to the Trustee in a form
satisfactory to the Trustee to be bound by the terms of these presents (with any
consequential amendments which may be appropriate) as fully as if the Substituted
Company had been a party to these presents and named in these presents as the principal
debtor in respect of the Notes in place of the relevant Issuer;(b)
    
    if required by the Trustee, there is given to the Trustee an irrevocable and
unconditional guarantee or guarantees by such person or persons and in such form or
forms as are satisfactory to the Trustee, of the payment of all moneys payable by the
Substituted Company as such principal debtor provided that where the Notes are
Subordinated Notes issued by CBA the obligations under such guarantee shall be
subordinated on a basis equivalent to that in respect of the Notes;(c)
    
    (without prejudice to the generality of paragraphs (i) and (ii) of this Clause)
where the Substituted Company is incorporated, domiciled or resident in a territory
other than the Commonwealth of Australia, (if the relevant Issuer is CBA) or the United
Kingdom or New Zealand (if the relevant Issuer is ASB Finance) an undertaking or
covenant shall, if the Trustee so requires, be given in terms corresponding to the
provisions of Condition 9 with the addition to or substitution for the references to
the Commonwealth of Australia (if the Issuer is CBA) or the United Kingdom or New
Zealand (if the Issuer is ASB Finance) or any political sub-division thereof or
authority thereof or therein having power to tax of references to that other territory
or any political sub-division thereof or any authority thereof or therein having power
to tax in which the Substituted Company is incorporated, domiciled or resident and
Condition 6(b) shall be modified so that references to such latter territory are added
to or substituted for (as the case may be) the Commonwealth of Australia (if the
relevant Issuer is CBA) or the United Kingdom or New Zealand (if the relevant Issuer is
ASB Finance);(d)
    
    if a Director of the Substituted Company certifies that the Substituted Company
will be solvent immediately after the time at which the said substitution is to be
effected, the Trustee shall not have regard to the financial condition, profits or
prospects of the Substituted Company or compare the same with those of the relevant
Issuer;
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(e)
    
    the Trustee shall be satisfied that (a) all necessary governmental and
regulatory approvals and consents necessary for or in connection with the assumption by
the Substituted Company of liability as principal debtor in respect of, and of its
obligations under, these presents and for the giving of the guarantee or guarantees
aforesaid have been obtained and (b) such approvals and consents are at the time of
substitution in full force and effect; and(f)
    
    the relevant Issuer and the Substituted Company shall execute such other deeds,
documents and instruments (if any) as the Trustee may require in order that such
substitution is fully effective and (unless the Substituted Company is the Guarantor)
the guarantee contained in Clause 7 is fully effective in relation to obligations of
the Substituted Company and comply with such other reasonable requirements in the
interests of the Noteholders and the Couponholders as the Trustee may direct.
 Upon the execution of such documents and compliance with such requirements the Substituted
Company shall be deemed thenceforth to be named in these presents in place of the relevant
Issuer, and these presents shall thereupon be deemed to be amended in such manner as shall
be necessary to give effect thereto. Agreement by the Trustee to such substitution shall
operate to release the relevant Issuer from all of its obligations as principal debtor under
these presents but without prejudice to any obligations under any guarantee as aforesaid.
Not later than 14 days after the execution of any such undertaking and guarantee and such
other deeds, documents and instruments as aforesaid and compliance with the said
requirements of the Trustee the Substituted Company shall, unless the Trustee agrees
otherwise, give notice thereof to the Noteholders in accordance with Condition 16.26.
    
    CURRENCY INDEMNITY26.1
    
    IF a judgment or order is rendered by a court of any particular jurisdiction for the payment
of any amounts owing to the Trustee or the Noteholders or the Couponholders under these
presents or under a judgment or order of a court of any other jurisdiction in respect thereof
or for the payment of damages in respect of either thereof and any such judgment or order is
expressed in a currency (in this Clause referred to as the Judgment Currency) other than
that in which the Notes are denominated and payable or payable (in this Clause referred to as
the Relevant Currency) and the Trustee or the Noteholders or the Couponholders do not have
an option to have such judgment or order of such court to be expressed in the Relevant
Currency, CBA shall indemnify or, as the case may be, ASB Finance and the Guarantor shall
severally indemnify and hold the Trustee and the Noteholders and the Couponholders harmless
against any deficiency arising or resulting from any variation in rates of exchange between
the Judgment Currency and the Relevant Currency occurring between (i) the date on which any
amount expressed in the Relevant Currency is converted, for the purposes of making or filing
any claim resulting in any such judgment or order, into an equivalent amount in the Judgment
Currency or, if such conversion is made by the court for the purpose of making such judgment,
the date of such conversion, and (ii) the date or dates of payment of such amount (or part
thereof) or of discharge of such first-mentioned judgment or order (or part thereof), as
appropriate.26.2
    
    The indemnity in sub clause (A) of this Clause shall constitute an obligation of the Issuers
or the Guarantor separate and independent from its other obligations under these presents,
shall give rise to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by the Trustee from time to time and shall continue in full force and
effect notwithstanding any judgment or order or the filing of any proof or proofs in the
liquidation of the Issuers or the Guarantor for a liquidated sum or sums in respect of amounts
due under these presents or under any such judgment or order. Any such deficiency as
aforesaid shall be deemed to constitute a loss suffered by the Trustee, the Noteholders and
the Couponholders and no proof or evidence of any actual loss shall be required by the Issuers
or the Guarantor or their respective liquidators.
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26.3
    
    If by reason of any judgment as is referred to in sub clause (A) of this Clause the amount
receivable by the Trustee, the Noteholders or the Couponholders if converted on the date of
payment into the Relevant Currency would yield a sum in excess of that due (expressed in the
Relevant Currency), the Trustee shall hold such excess to the order of the Issuers or, as the
case may be, the Guarantor or other person making payment.27.
    
    NOTICESANY notice, demand or other communication to any Issuer, the Guarantor or the Trustee
required to be given, made or served for any purpose under these presents shall be given,
made or served by sending the same by pre-paid post (first class if inland, first class
airmail if overseas) or facsimile or by delivering it by hand as follows:
 to the Issuers at:Commonwealth Bank of AustraliaLevel 648 Martin PlaceSydneyNSW 2000AustraliaAttention:
    
    General Manager, Group FundingFacsimile No:
    
    612 9231 4214ASB Finance Limited, London BranchSenator House85 Queen Victoria StreetLondon EC4V 4HAAttention:
    
    Dealing DeskFacsimile No:
    
    +44 (0)20 710 3556ASB Bank LimitedLevel 28ASB Bank Centre135 Albert StreetAucklandNew ZealandAttention:
    
    The TreasurerFacsimile No:
    
    649 302 0992to the Trustee at:Fifth Floor100 Wood StreetLondon EC2V 7EXAttention:
    
    The Manager, Commercial TrustsFacsimile No:
    
    020 7606 0643
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28.
    
    POWERS OF TRUSTEE ARE ADDITIONAL TO GENERAL LAWTHE powers conferred by these presents upon the Trustee shall be in addition to any powers
which may from time to time be vested in it by general law or as the holder of any of the
Notes.29.
    
    SUBMISSION TO JURISDICTIONTHE courts of each of England and (in the case of any action involving CBA) the Commonwealth
of Australia or (in the case of any action involving ASB Finance) New Zealand are to have
jurisdiction to settle any disputes which may arise out of or in connection with these
presents and accordingly any legal action or proceedings arising out of or in connection
with these presents (Proceedings) may be brought in such courts. Each Issuer and the
Guarantor agrees that the process by which any suit, action or proceedings in England is
begun may be served on it by being delivered to ASB Finance Limited, London Branch being at
the date hereof at Senator House, 85 Queen Victoria Street, London EC4V 4HAIf for any
reason such process agent ceases to be able to act as such or no longer has an address in
England each Issuer irrevocably agrees to appoint a substitute process agent acceptable to
the Trustee and shall immediately notify the Trustee of such appointment. Nothing shall
affect the right to serve process in any other manner permitted by law.30.
    
    GOVERNING LAWTHESE presents are governed by, and shall be construed in accordance with, English law.
 IN WITNESS
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SCHEDULE 1
 REGISTER AND TRANSFER OF REGISTERED NOTES
 1.
    
    Each Issuer shall at all times ensure that the Registrar maintains in Luxembourg, or at such
other place as the Trustee may agree, a register showing the nominal amount of the Registered
Notes from time to time outstanding and the dates of issue and all subsequent transfers and
changes of ownership thereof and the names and addresses of the holders of the Registered
Notes. The Trustee and the holders of the Registered Notes or any of them and any person
authorised by it or any of them may at all reasonable times during office hours inspect the
register and take copies of or extracts from it. The register may be closed by the relevant
Issuer for such periods at such times (not exceeding in total 30 days in any one year) as it
may think fit.2.
    
    Each Registered Note shall have an identifying serial number which shall be entered on the
register.3.
    
    The Registered Notes are transferable by execution of the form of transfer endorsed thereon
under the hand of the transferor or, where the transferor is a corporation, under its common
seal or under the hand of two of its officers duly authorised in writing. In each case the
signature(s) must be guaranteed by a commercial bank.4.
    
    The Registered Notes to be transferred must be delivered for registration to the specified
office of any Transfer Agent with the form of transfer endorsed thereon duly completed and
executed and must be accompanied by such documents, evidence and information as may be
required pursuant to the Conditions and such other evidence as the relevant Issuer may
reasonably require to prove the title of the transferor or his right to transfer the
Registered Notes and, if the form of transfer is executed by some other person on his behalf
or in the case of the execution of a form of transfer on behalf of a corporation by its
officers, the authority of that person or those persons to do so.5.
    
    The executors or administrators of a deceased holder of Registered Notes (not being one of
several joint holders) and in the case of the death of one or more of several joint holders
the survivor or survivors of such joint holders shall be the only person or persons recognised
by the relevant Issuer as having any title to such Registered Notes.6.
    
    Any person becoming entitled to Registered Notes in consequence of the death or bankruptcy of
the holder of such Registered Notes may upon producing such evidence that he holds the
position in respect of which he proposes to act under this paragraph or of his title as the
relevant Issuer shall require be registered himself as the holder of such Registered Notes or,
subject to the preceding paragraphs as to transfer, may transfer such Registered Notes. The
relevant Issuer shall be at liberty to retain any amount payable upon the Registered Notes to
which any person is so entitled until such person shall be registered as aforesaid or shall
duly transfer the Registered Notes.7.
    
    Unless otherwise requested by him and agreed by the relevant Issuer, the holder of Registered
Notes of any Series shall be entitled to receive only one Registered Note in respect of his
entire holding of such Series.8.
    
    The joint holders of Registered Notes of any Series shall be entitled to one Registered Note
only in respect of their joint holding of such Series which shall, except where they
otherwise direct, be delivered to the joint holder whose name appears first in the register
of the holders of Registered Notes in respect of such joint holding.9.
    
    Where a holder of Registered Notes has transferred part only of his holding there shall be
delivered to him without charge a Registered Note in respect of the balance of such holding.
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10.
    
    Subject as provided in the last sentence of this paragraph 10, the relevant Issuer shall make
no charge to the Noteholders for the registration of any holding of Registered Notes or any
transfer thereof or for the issue thereof or for the delivery thereof at the specified office
of any Transfer Agent or by post to the address specified by the Noteholder. If any
Noteholder entitled to receive a Registered Note wishes to have the same delivered to him
otherwise than at the specified office of any Transfer Agent, such delivery shall be made,
upon his written request to the relevant Transfer Agent, at his risk and (except where sent by
regular mail to the address specified by the Noteholder) at his expense. The relevant Issuer
may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental
charge that may be imposed in relation to any such registration.11.
    
    The holder of a Registered Note may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner of such
Registered Note notwithstanding any notice any person may have of the right, title, interest
or claim of any other person thereto. The relevant Issuer and the Trustee shall not be bound
to see to the execution of any trust to which any Registered Note may be subject and no notice
of any trust shall be entered on the register. The holder of a Registered Note will be
recognised by the relevant Issuer as entitled to his Registered Note free from any equity, set
off or counterclaim on the part of the relevant Issuer against the original or any
intermediate holder of such Registered Note.
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SCHEDULE 2
 PROVISIONS CONCERNING MEETINGS OF THE NOTEHOLDERS
 1.
    1.1
    
    As used in this Schedule, the following expressions shall have the following meanings
unless the context otherwise requires:
 (a)
    
    voting certificate shall mean a certificate in the English language issued by
a Paying Agent and dated, in which it is stated:
 (i)
    
    that on the date thereof Bearer Notes (whether in definitive form
or represented by a Global Note and not being Bearer Notes in respect of which a
block voting instruction has been issued and is outstanding in respect of the
meeting specified in such voting certificate or any adjourned such meeting) were
deposited with such Paying Agent (or to its order at a bank or depositary
approved by the Trustee) and that the Bearer Notes will not be released until
the first to occur of:
 (A)
    
    the conclusion of the meeting specified in such
certificate or any adjourned such meeting; and(B)
    
    the surrender of the certificate to the Paying
Agent which issued the same; and
 (ii)
    
    that the bearer thereof is entitled to attend and vote at such
meeting or any adjourned such meeting in respect of the Bearer Notes represented
by such certificate;
 (b)
    
    block voting instruction shall mean a document in the English language issued
by a Paying Agent and dated, in which:
 (i)
    
    it is certified that Bearer Notes (whether in definitive form or
represented by a Global Note and not being Bearer Notes in respect of which a
voting certificate has been issued and is outstanding in respect of the meeting
specified in such block voting instruction or any adjourned such meeting) have
been deposited with such Paying Agent (or to its order at a bank or depositary
approved by the Trustee) and that no such Bearer Notes will be released until
the first to occur of:
 (A)
    
    the conclusion of the meeting specified in such
document or any adjourned such meeting; and(B)
    
    the surrender, not less than 48 hours before the
time for which such meeting or any adjourned such meeting is convened,
of the receipt for each such deposited Bearer Note which is to be
released to the Paying Agent which issued such receipt, coupled with
notice thereof being given by such Paying Agent to the relevant Issuer;
 (ii)
    
    it is certified that each depositor of such Bearer Notes or a
duly authorised agent on his or its behalf has instructed such Paying Agent
that the vote(s) attributable to his or its Bearer Notes so deposited should
be cast in a particular way in relation to the resolution or resolutions to
be put to such meeting or any adjourned such meeting and that all such
instructions are, during the period commencing 48 hours prior to
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the time for which such meeting or adjourned meeting is convened and ending at the
conclusion or adjournment thereof, neither revocable nor subject to
amendment;(iii)
    
    the total number, amount and (in the case only of Definitive
Notes in bearer form and if available) the serial numbers of the Bearer Notes so
deposited are listed, distinguishing with regard to each such resolution between
those in respect of which instructions have been given as aforesaid that the
votes attributable thereto should be cast in favour of the resolution and those
in respect of which instructions have been so given that the votes attributable
thereto should be cast against the resolution; and(iv)
    
    one or more persons named in such document (hereinafter called
proxies) is or are authorised and instructed by such Paying Agent to cast the
votes attributable to the Bearer Notes so listed in accordance with the
instructions referred to in (iii) above as set out in such document.
 1.2
    (a)
    
    A holder of Registered Notes (whether in definitive form or represented by a Global Note)
may, by an instrument in writing in the English language (a form of proxy) signed by the
holder or, in the case of a corporation, executed under its common seal or signed on its
behalf by an attorney or a duly authorised officer of the corporation and delivered to the
specified office of a Paying Agent not less than 48 hours before the time fixed for the
relevant meeting, appoint any person (a proxy) to act on his or its behalf in connection
with any meeting of the Noteholders and any adjourned such meeting.(b)
    
    Any holder of Registered Notes which is a corporation may by resolution of its
directors or other governing body authorise any person to act as its representative (a
representative) in connection with any meeting of the Noteholders and any adjourned
such meeting.(c)
    
    Any proxy appointed pursuant to subparagraph (a) above or representative
appointed pursuant to subparagraph (b) above shall so long as such appointment remains
in force be deemed, for all purposes in connection with the relevant meeting or
adjourned meeting of the Noteholders, to be the holder of the Registered Notes to which
such appointment relates and the registered holder of the Registered Notes shall be
deemed for such purposes not to be the holder.
 2.
    
    Voting certificates and block voting instructions shall be valid for so long as the relevant
Bearer Notes shall not be released pursuant to paragraph 1 hereof and during the validity
thereof the holder of any such voting certificate or (as the case may be) the proxies named in
any such block voting instruction shall, for all purposes in connection with any meeting of
holders of Bearer Notes, be deemed to be the holder of the Bearer Notes to which such voting
certificate or block voting instruction relates and the Paying Agent with which (or to the
order of which) such Bearer Notes have been deposited
shall nevertheless be deemed for such purposes not to be the holder of those Bearer Notes.3.
    
    The Trustee or the relevant Issuer at any time may, and the Trustee (subject to its being
indemnified and/or secured to its satisfaction against all costs and expenses thereby
occasioned) upon a request in writing of one or more Noteholders holding not less than one
tenth of the nominal amount of the Notes for the time being outstanding shall, convene a
meeting of the Noteholders. Whenever the relevant Issuer is about to convene any such meeting
it shall forthwith give notice in writing to the Trustee of the day, time and suggested place
thereof and of the nature of the business to be transacted thereat. Every meeting shall be
held at such place as the Trustee shall agree.4.
    
    The relevant Issuer shall give or cause to be given to the Noteholders at least 21 days
notice (exclusive of the day on which the notice is given and the day on which the meeting is
to be held) specifying the day, time and place of the meeting. A copy of the notice shall be
given to the Trustee
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unless the meeting shall be convened by the Trustee and a copy of the
notice shall be given to the relevant Issuer unless the meeting shall be convened by the
relevant Issuer and to the Guarantor (unless the meeting shall be convened by the Guarantor).
Such notice shall specify the general nature of the business to be transacted at the meeting
thereby convened and shall be given in the manner provided in these presents but (except in
the case of an Extraordinary Resolution) it shall not be necessary to specify in such notice
the form of any resolution to be proposed.5.
    
    A person (who may, but need not, be a Noteholder) nominated in writing by the Trustee shall
be entitled to take the chair at every such meeting but if no such nomination is made or if at
any meeting the person nominated shall not be present within 15 minutes after the time
appointed for the holding of such meeting the Noteholders present shall choose one of their
number to be chairman and failing such choice the relevant Issuer may appoint a chairman.6.
    
    The Trustee and its legal and financial advisers and any director or duly authorised
representative of a corporation being a trustee hereof and any director or other officer and
any legal or financial adviser of the relevant Issuer or the Guarantor and any other person
authorised in that behalf by the relevant Issuer or the Trustee may attend and speak at any
such meeting. No person shall be entitled to attend (except as provided above) or to vote at
any meeting of Noteholders or join with others in requesting the convening of such meeting,
unless he produces a Bearer Note or a voting certificate or is a proxy or representative or is
a registered holder of a Registered Note. No Note for the time being held beneficially by or
on behalf of the relevant Issuer shall confer the right to vote.7.
    
    The quorum at any such meeting for passing an Extraordinary Resolution will be one or more
persons holding or representing in the aggregate a clear majority in nominal amount of the
Notes for the time being outstanding, or at any adjourned meeting one or more persons being or
representing Noteholders whatever the nominal amount of the Notes so held or represented,
except that at any meeting, the business of which includes any of the modifications specified
in the proviso to paragraph 19, the necessary quorum for passing an Extraordinary Resolution
will be one or more persons holding or representing in the aggregate not less than two thirds,
or at any adjourned such meeting not less than one-third, of the nominal amount of the Notes
for the time being outstanding.8.
    
    If within 20 minutes after the time appointed for any meeting of Noteholders a quorum is not
present, the meeting shall, if convened upon the request of Noteholders, be dissolved. In any
other case it shall stand adjourned to such day, time and place, being not less than 21 nor
more than 42 days thereafter, as may be appointed by the chairman.9.
    
    The relevant Issuer shall give or cause to be given to the Noteholders at least 14 days
notice (exclusive of the day on which the notice is given and the day on which the meeting is
to be held) of any adjourned meeting at which an Extraordinary Resolution is to be submitted
in the manner provided by these presents and such notice shall state the requisite quorum at
the adjourned meeting.10.
    
    The chairman may with the consent of (and shall if directed by) any quorate meeting adjourn
the same from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at the meeting
from which the adjournment took place. Subject as provided in paragraph 9, it shall not be
necessary to give to the Noteholders notice of an adjourned meeting.11.
    
    Every question submitted to a meeting of Noteholders shall be decided in the first instance
by a show of hands and in the case of an equality of votes the chairman shall (both on a show
of hands and on a poll) have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as the holder of a Note or voting certificate or as a proxy or
representative as aforesaid.12.
    
    At any meeting of Noteholders, unless (before or on the declaration of the result of a show
of hands) a poll is demanded by the chairman, the relevant Issuer, the Guarantor or by one or
more persons
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producing Bearer Notes or voting certificates or being proxies or representatives
or the registered holders of Registered Notes and holding or representing not less than one
hundredth part of the nominal amount of the Notes then outstanding, a declaration by the
chairman that a resolution has been carried or carried by a particular majority or lost or not
carried by any particular majority shall be conclusive evidence of such fact.13.
    
    If at any such meeting a poll is so demanded, it shall be taken in such manner and either at
once or after an adjournment as the chairman shall direct and the result of such poll shall be
deemed to be the resolution of the meeting at which the poll was demanded. The demand for a
poll shall not prevent the continuance of the meeting for the transaction of any business
other than the question on which the poll has been demanded.14.
    
    Any poll demanded at any such meeting on the election of a chairman or any question of
adjournment shall be taken at the meeting without adjournment.15.
    
    At any such meeting (a) on a show of hands every person who is present and produces a Bearer
Note or voting certificate or is a proxy or a representative or is the registered holder of a
Registered Note shall have one vote and (b) on a poll every such person who is so present
shall have one vote in respect of each U.S.$1 or such other amount as the Trustee may in its
absolute discretion stipulate (or, in the case of a meeting of holders of Notes denominated in
another currency, such amount in such other currency as the Trustee in its absolute discretion
may stipulate) in nominal amount of the Notes so produced or represented or in respect of
which such person is the registered holder. Without prejudice to the obligations of the
proxies named in any
block voting instruction or form of proxy, any person who is entitled to more than one vote
need not use all his votes or cast all the votes to which he is entitled in the same way.16.
    
    The proxies named in any block voting instruction or form of proxy and representatives need
not be Noteholders.17.
    
    Each block voting instruction, together (if so required by the Trustee) with proof
satisfactory to the Trustee of its due execution and each form of proxy, shall be deposited at
the London branch of CBA (or such other place as the Trustee shall approve) not less than 24
hours before the time appointed for holding the meeting or adjourned meeting at which the
proxies named in the block voting instruction or form of proxy propose to vote and in default
the block voting instruction or form of proxy shall not be treated as valid unless the
chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to
business. A notarially certified copy of each such block voting instruction and form of proxy
and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before
the commencement of the meeting or adjourned meeting but the Trustee shall not thereby be
obliged to investigate or be concerned with the validity of, or the authority of the proxies
named in, any such block voting instruction or form of proxy.18.
    
    Any vote given in accordance with the terms of a block voting instruction or form of proxy or
by a representative shall be valid notwithstanding the previous revocation or amendment of the
block voting instruction or form of proxy or of any of the Noteholders instructions pursuant
to which it was executed or of the authority of the representative to vote, provided that no
intimation in writing of such revocation or amendment shall have been received by CBA at its
London branch (or such other place as the Trustee shall approve) or by the chairman of the
meeting, in each case not less than 24 hours before the commencement of the meeting or
adjourned meeting at which the block voting instruction or form of proxy is to be used or at
which the representative is to vote.19.
    
    The Noteholders shall in addition to all other powers but subject as hereinafter mentioned
have the following powers exercisable by Extraordinary Resolution only (provided that where
the Notes are Subordinated Notes issued by CBA an Extraordinary Resolution to sanction any
modification which affects the subordination or stated maturity of the Notes (being a
modification of Condition 3(b),
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6(b), 6(c), 6(d), 6(i) or 11(b)) shall only become effective
if the prior consent of the Australian Prudential Regulation Authority has been obtained to
such modification) namely:
 (a)
    
    power to sanction any proposals of the relevant Issuer for the modification,
variation, abrogation or compromise of, or any arrangement in respect of, the rights of
the Noteholders and/or the Couponholders against the relevant Issuer or the Guarantor
whether such rights shall arise under these presents or otherwise;(b)
    
    power to sanction any exchange proposed by the relevant Issuer of the Notes
for, or any conversion proposed by the relevant Issuer of the Notes into, shares,
stock, bonds, notes, debentures or other securities of the relevant Issuer or any other
company formed or to be formed;(c)
    
    power to assent to any modification of the provisions contained in these
presents which shall be proposed by the relevant Issuer, or the Guarantor or the
Trustee;(d)
    
    power to approve any person proposed to be appointed a new trustee under these
presents and power to remove any trustee or trustees for the time being hereof;(e)
    
    power to authorise the Trustee to concur in and execute and do all such
documents, acts and things as may be necessary to carry out and give effect to any
Extraordinary Resolution;(f)
    
    power to agree to the release or exoneration of any trustee of these presents
from any liability in respect of anything done or omitted to be done by such trustee
before the giving of such release or exoneration and for which such trustee may have
become responsible under these presents;(g)
    
    power to give any sanction, direction or request which under the provisions of
these presents or the Notes is required to be given by Extraordinary Resolution; and(h)
    
    power to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the interests of the Noteholders and to confer upon such
committee or committees any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution.
  (i)
    
    there is or will be any reduction or cancellation of the amount
payable or, where applicable, modification of the method of calculating the
amount payable (except where such modification is in the opinion of the Trustee
bound to result in an increase in the amount payable), or modification of the
date of payment, or, where applicable, of the method of calculating the date of
payment, in respect of any principal or interest in respect of the Notes;(ii)
    
    the currency in which payments under these presents are to be
made shall be varied;(iii)
    
    the provisions contained in this Schedule concerning the quorum
required at any meeting of Noteholders or any adjourned such meeting and
concerning the majority required to pass an Extraordinary Resolution shall be
modified; or(iv)
    
    this proviso is amended.
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20.
    
    Any resolution passed at a meeting of the Noteholders duly convened and held in accordance
with these presents shall be binding upon all the Noteholders whether present or not at such
meeting and upon all the Couponholders and each of the Noteholders and the Couponholders shall
be bound to give effect thereto accordingly. The passing of any such resolution shall be
conclusive evidence that the circumstances justified the passing thereof, the intention being
that it shall rest with the meeting to determine without appeal whether or not the
circumstances justify the passing of such resolution.21.
    
    The expression Extraordinary Resolution means a resolution passed at a meeting of the
Noteholders duly convened and held in accordance with the provisions herein contained by a
majority consisting of not less than three-quarters of the votes cast thereon.22.
    
    Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made
and duly entered in books to be from time to time provided for that purpose by the relevant
Issuer and any such minutes, if purporting to be signed by the chairman of the meeting at
which such resolutions were passed or proceedings transacted or by the chairman of the next
succeeding meeting of the Noteholders, shall be conclusive evidence of the matters therein
contained and until the contrary is proved every such meeting in respect of the proceedings of
which minutes have been made and signed shall be deemed to have been duly convened and held
and all resolutions passed or proceedings transacted thereat to have been duly passed and
transacted.
 23.
    (a)
    
    If and whenever the relevant Issuer shall have issued and have outstanding more than one
Series of Notes the foregoing provisions of this Schedule shall have effect subject to the
following modifications:
 (i)
    
    a resolution which in the opinion of the Trustee affects one
Series only of the Notes shall be deemed to have been duly passed if passed at a
separate meeting of the holders of the Notes of that Series;(ii)
    
    a resolution which in the opinion of the Trustee affects more
than one Series of the Notes but does not give rise to a conflict of interest
between the holders of Notes of any of the Series so affected (each a
non-conflicted Series) shall be deemed to have been duly passed if passed at a
single meeting of the holders of the Notes of all the non-conflicted Series so
affected;(iii)
    
    a resolution which in the opinion of the Trustee affects more
than one Series of the Notes and gives or may give rise to a conflict of
interest between the holders of the Notes of any of the Series so affected shall
be deemed to have been duly passed only if it shall be duly passed at separate
meetings of the holders of the Notes of each Series so affected (provided that
if there is, in any case to which this subparagraph (iii) applies, in the
opinion of the Trustee, more than one non-conflicted Series, there need only be
held a single meeting of the holders of the Notes of all the non-conflicted
Series so affected); and(iv)
    
    to all such meetings as aforesaid all the preceding provisions of
this Schedule shall mutatis mutandisapply as though references therein to Notes
and Noteholders were references to the Notes of the Series in question and to
the holders of such Notes respectively.
 (b)
    
    If the relevant Issuer shall have issued and have outstanding Notes which are
not denominated in dollars, in the case of any meeting of holders of Notes of more than
one currency the nominal amount of such Notes shall (i) for the purposes of paragraph 3
above be the equivalent in dollars at the spot rate of a bank nominated by the Trustee
for the conversion of the relevant currency or currencies into dollars on the seventh
dealing day prior to the day on which the request in writing is received by the Trustee
and (ii) for the
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purposes of paragraphs 7, 12 and 15 above (whether in respect of the meeting or any
adjourned such meeting or any poll resulting therefrom) be the equivalent at such
spot rate on the seventh dealing day prior to the day of such meeting. In such
circumstances, and where Notes denominated in dollars but of different denominations
are to be treated together for the purposes of this Schedule, on any poll each person
present shall have one vote for every complete U.S.$1 of Notes (converted as above)
which he holds.
 24.
    
    Subject to the provisions contained in this Schedule, the Trustee may without the consent of
the Noteholders or the Couponholders prescribe such further regulations regarding the holding
of meetings of Noteholders and attendance and voting thereat as it may in its discretion
determine.
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SIGNATORIES
 Executed as a deed by
    
    
    )COMMONWEALTH BANK
    
    
    )OF AUSTRALIA
    
    
    )acting by
    
    
    )acting under the authority of that company
    
    
    )THE COMMON SEAL of THE LAW
    
    
    )DEBENTURE TRUST
    
    
    )CORPORATIONp.l.c. was affixed to
    
    
    )this deed in the presence of:
    
    
    )
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SIGNATORIES
 Executed as a deed by
    
    
    )COMMONWEALTH BANK
    
    
    )OF AUSTRALIA
    
    
    )acting by
    
    
    )acting under the authority of that company
    
    
    )ASB FINANCE LIMITED LONDON BRANCHby its Attorneys:
 Name:
    
    
    
    Name:Title:
    
    
    
    Title:In the presence of:Name:Occupation:Address:ASB BANK LIMITEDby its Attorneys:Name:
    
    
    
    Name:Title:
    
    
    
    Title:In the presence of:Name:Occupation:Address:
 THE COMMON SEALof THE LAW
    
    
    )DEBENTURE TRUST
    
    
    )CORPORATION p.l.c.was affixed to
    
    
    )this deed in the presence of:
 44