**Exhibit 4.1.1**

 
|   | BLAKE DAWSON WALDRON |
|--------|----------------------|
|   | LAWYERS              |
|        |                      |  |

 

 

**Underwriting Agreement**

 

 

**Australia and New Zealand Banking GroupLimited**

ABN 11 005 357 522

 

**Morgan Stanley Dean Witter AustraliaSecurities Limited**

ABN 55 078 652 276

 

**Citigroup Global Markets Australia PtyLimited**

ABN 64 003 114 832

 

 
|                                 |   | **PRIVILEGED AND CONFIDENTIAL** |
|--------------------------------------|--------|---------------------------------|
|                                 |   | **24 October 2003**             |
|                                 |   |                            |
|                                 |   |                            |
| Level 41, Grosvenor Place            |   |                            |
| 225 George Street                    |   |                            |
| Sydney NSW 2000                      |   | **Ref: SJD.BCM.03-1346-5969**   |
| Telephone:  (02) 9258 6000 |   |                            |
| Fax:  (02) 9258 6999       |   |                            |

 

**© Blake Dawson Waldron 2003**

 

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**CONTENTS**

 
| **1.** | **INTERPRETATION**                 |                                                |
|--------|------------------------------------|-----------------------------------------------------|
|   |                               |                                                |   |
|   | 1.1                                | Definitions                                         |   |
|   | 1.2                                | Rules for interpreting this agreement               |   |
|   | 1.3                                | Business Days                                       |   |
|   | 1.4                                | Valid Application                                   |   |
|   | 1.5                                | Underwriters’ relationship                     |   |
|   |                               |                                                |   |
| **2.** | **CONDITIONS PRECEDENT**           |                                                |
|   |                               |                                                |   |
|   | 2.1                                | Conditions Precedent to underwriting                |   |
|   | 2.2                                | Additional Conditions Precedent to  Allotment       |   |
|   | 2.3                                | Obligation to satisfy conditions                    |   |
|   | 2.4                                | Waiver                                              |   |
|   | 2.5                                | Notice                                              |   |
|   | 2.6                                | Failure to fulfil condition precedent               |   |
|   |                               |                                                |   |
| **3.** | **APPOINTMENT**                    |                                                |
|   |                               |                                                |   |
|   | 3.1                                | Appointment                                         |   |
|   | 3.2                                | Agreement to underwrite                             |   |
|   | 3.3                                | Agreement to manage                                 |   |
|   | 3.4                                | Several obligations                                 |   |
|   | 3.5                                | Sub Underwriting                                    |   |
|   |                               |                                                |   |
| **4.** | **REPRESENTATIONS AND WARRANTIES** |                                                |
|   |                               |                                                |   |
|   | 4.1                                | Validity of agreement                               |   |
|   | 4.2                                | The Company                                         |   |
|   | 4.3                                | The Underwriters                                    |   |
|   | 4.4                                | Independent                                         |   |
|   | 4.5                                | Reliance                                            |   |
|   | 4.6                                | Notice of breach                                    |   |
|   | 4.7                                | Repetition                                          |   |
|   | 4.8                                | Undertakings of the Company                         |   |
|   | 4.9                                | Acknowledgement                                     |   |
|   |                               |                                                |   |
| **5.** | **OFFER**                          |                                                |
|   |                               |                                                |   |
|   | 5.1                                | Making of Offer                                     |   |
|   | 5.2                                | Amendment                                           |   |
|   | 5.3                                | Application for quotation                           |   |
|   | 5.4                                | Non Qualifying Foreign Security Holders             |   |
|   | 5.5                                | Supplementary Offer Documents                       |   |
|   | 5.6                                | No other Supplementary Offer Document               |   |
|   | 5.7                                | Additional Announcement                             |   |
|   | 5.8                                | Preliminary International Institutional  Supplement |   |

 

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| **6.**  | **INDEMNITY**                       |                                                         |
|---------|-------------------------------------|--------------------------------------------------------------|
|    |                                |                                                         |   |
|    | 6.1                                 | Indemnity                                                    |   |
|    | 6.2                                 | Extent of indemnity                                          |   |
|    | 6.3                                 | Notice                                                       |   |
|    | 6.4                                 | Failure to notify                                            |   |
|    | 6.5                                 | Obligation to mitigate                                       |   |
|    | 6.6                                 | Benefits of indemnity                                        |   |
|    | 6.7                                 | Preservation of rights                                       |   |
|    | 6.8                                 | Company entitled to defend or institute  proceedings         |   |
|    | 6.9                                 | Separate representation                                      |   |
|    | 6.10                                | Obligations of Indemnified Parties                           |   |
|    | 6.11                                | Right to assume control of proceedings                       |   |
|    | 6.12                                | Conduct of Proceedings                                       |   |
|    | 6.13                                | Release                                                      |   |
|    |                                |                                                         |   |
| **7.**  | **APPLICATIONS AND ALLOTMENTS**     |                                                         |
|    |                                |                                                         |   |
|    | 7.1                                 | Applications                                                 |   |
|    | 7.2                                 | Notification of Applications                                 |   |
|    | 7.3                                 | Acceptance of Applications                                   |   |
|    | 7.4                                 | Allotment of Offer Securities                                |   |
|    | 7.5                                 | Holding Statements                                           |   |
|    | 7.6                                 | Prompt Banking of Cheques                                    |   |
|    | 7.7                                 | Subscription Price                                           |   |
|    | 7.8                                 | Records                                                      |   |
|    | 7.9                                 | Relief of Liability                                          |   |
|    | 7.10                                | No Shortfall                                                 |   |
|    | 7.11                                | Return of Subscription Price and  termination of obligations |   |
|    |                                |                                                         |   |
| **8.**  | **OBLIGATIONS OF THE UNDERWRITERS** |                                                         |
|    |                                |                                                         |   |
|    | 8.1                                 | Notice of Shortfall Rights                                   |   |
|    | 8.2                                 | Certificate to Accompany Notice                              |   |
|    | 8.3                                 | Certificate Representations and Warranties                   |   |
|    | 8.4                                 | Bookbuild                                                    |   |
|    | 8.5                                 | Payment of Shortfall Amount and Sale Amount                  |   |
|    | 8.6                                 | Allotment of Shortfall                                       |   |
|    | 8.7                                 | Regulatory Impediment                                        |   |
|    | 8.8                                 | Liability Extinguished                                       |   |
|    |                                |                                                         |   |
| **9.**  | **FEES, COSTS AND EXPENSES**        |                                                         |
|    |                                |                                                         |   |
|    | 9.1                                 | Payment of fees                                              |   |
|    | 9.2                                 | Costs and expenses                                           |   |
|    | 9.3                                 | Costs on termination                                         |   |
|    | 9.4                                 | Set off                                                      |   |
|    |                                |                                                         |   |
| **10.** | **EVENTS OF TERMINATION**           |                                                         |
|    |                                |                                                         |   |
|    | 10.1                                | Right of termination                                         |   |
|    | 10.2                                | Exercise of rights                                           |   |
|    | 10.3                                | Banking Moratorium Event                                     |   |

 

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|    | 10.4                                     | Claims                             |   |
|---------|------------------------------------------|------------------------------------|--------|
|    | 10.5                                     | Notification                       |   |
|    | 10.6                                     | Effect of termination              |   |
|    |                                     |                               |   |
| **11.** | **ADVERTISING AND PUBLIC ANNOUNCEMENTS** |                               |
|    |                                     |                               |   |
|    | 11.1                                     | Promotion of Offer                 |   |
|    | 11.2                                     | Responsibility for promotion       |   |
|    | 11.3                                     | Disclosure                         |   |
|    |                                     |                               |   |
| **12.** | **ACCESS TO INFORMATION**                |                               |
|    |                                     |                               |   |
|    | 12.1                                     | Access and information             |   |
|    | 12.2                                     | ASX  and ASIC                      |   |
|    | 12.3                                     | Due diligence materials            |   |
|    |                                     |                               |   |
| **13.** | **GST**                                  |                               |
|    |                                     |                               |   |
|    | 13.1                                     | Definitions                        |   |
|    | 13.2                                     | GST payable in addition to fees    |   |
|    | 13.3                                     | GST on claims and expenses         |   |
|    |                                     |                               |   |
| **14.** | **NOTICES**                              |                               |
|    |                                     |                               |   |
|    | 14.1                                     | How to give a notice               |   |
|    | 14.2                                     | When a notice is given             |   |
|    | 14.3                                     | Address for notices                |   |
|    |                                     |                               |   |
| **15.** | **AMENDMENT AND ASSIGNMENT**             |                               |
|    |                                     |                               |   |
|    | 15.1                                     | Amendment                          |   |
|    | 15.2                                     | Assignment                         |   |
|    |                                     |                               |   |
| **16.** | **GENERAL**                              |                               |
|    |                                     |                               |   |
|    | 16.1                                     | Governing  law                     |   |
|    | 16.2                                     | Giving effect to this agreement    |   |
|    | 16.3                                     | Waiver of rights                   |   |
|    | 16.4                                     | Operation of this agreement        |   |
|    | 16.5                                     | Inconsistency with other documents |   |
|    | 16.6                                     | Time is of the essence             |   |
|    | 16.7                                     | Counterparts                       |   |
|    | 16.8                                     | Attorneys                          |   |
|    | 16.9                                     | Operation of Indemnities           |   |
|    | 16.10                                    | Discretion in exercising rights    |   |
|    |                                     |                               |   |
| **17.** | **DISPUTE RESOLUTION**                   |                               |
|    |                                     |                               |   |
|    | 17.1                                     | Procedure for resolving disputes   |   |
|    | 17.2                                     | Mediation                          |   |
|    | 17.3                                     | Notice                             |   |
|    | 17.4                                     | Appointment of Mediator            |   |
|    | 17.5                                     | Confidentiality                    |   |
|    | 17.6                                     | Privileged discussions             |   |

 

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|          | 17.7            | Litigation |   |
|---------------|-----------------|------------|--------|
|          | 17.8            | Costs      |   |
|          |            |       |   |
| **Schedules** |            |       |
|          |            |       |
| **1**         | **CERTIFICATE** |       |
|          |            |       |
| **2**         | **TIMETABLE**   |       |

 

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**UNDERWRITINGAGREEMENT**

 

**DATE      24October 2003**

 

**PARTIES**

 

**Australiaand New Zealand Banking Group Limited**ABN 11 005 357 522 (the **Company**)

 

**MorganStanley Dean Witter Australia Securities Limited**ABN 55 078 652 276 **(MorganStanley)**

 

**CitigroupGlobal Markets Australia Pty Limited**ABN 64 003 114 832 **(Citigroup)**

 

 

(each an **Underwriter**and together the **Underwriters**)

 

**RECITALS**

 

A.                                   TheCompany proposes to make the Rights Offer to raise the Offer Amount.

 

B.                                     TheUnderwriters have agreed to underwrite severally the Rights Offer on the termsand conditions set out in this agreement.

 

**OPERATIVE PROVISIONS**

 

1.                                       **INTERPRETATION**

 

1.1                                 **Definitions**

 

The following definitions apply in this agreement.

 

**Acquisition**meansthe acquisition by ANZ Banking Group (New Zealand) Limited of all the shares inNBNZ as contemplated by the Acquisition Agreement.

 

**Acquisition Agreement**meansthe Share Sale Agreement relating to the sale by Lloyds Bank SubsidiariesLimited of all of the shares in NBNZ to ANZ Banking Group (New Zealand)Limited.

 

**Affiliate**has themeaning given to that term in Rule 501(b) under the US Securities Act.

 

**Application**means:

 

(a)                                  a duly completed and executed entitlement andacceptance form to subscribe for Offer Securities in the form of theentitlement and acceptance form accompanying the Offer Documents; or

 

(b)                                 an Institutional Acceptance.

 

**ASIC**means theAustralian Securities and Investments Commission.

 

**ASX**meansAustralian Stock Exchange Limited ABN 98 008 624 691.

 

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**Authorisation**means:

 

(a)                                  anauthorisation, consent, declaration, approval, exemption, notarisation orwaiver, however it is described; and

 

(b)                                 in relation toanything that could be prohibited or restricted by law if a Government Agencyacts in any way within a specified period, the expiry of that period withoutthat action being taken,

 

including any renewal or amendment.

 

**Banking Moratorium Event**meansan event referred to in clause 10.1(b)(xiii)(B).

 

**Bookbuild Period**meansthe period from receipt of the Shortfall Notice by the Underwriters to 8.00amon 28 November 2003.

 

**Business Day** has themeaning given to that expression in the Listing Rules.

 

**Certificate** means acertificate in the form of schedule 1 executed by 2 directors or a director andsecretary of the Company.

 

**CHESS**has themeaning given to that expression in the Listing Rules.

 

**Claim** means, inrelation to any person, a claim, action, proceeding or demand made against theperson, however arising, and whether present or future, fixed or unascertained,actual or contingent.

 

**Closing Date**meansthe date specified in the Timetable as the closing date for the Rights Offer.

 

**Company Warranty**means each Warranty set out in part 1 of schedule 3 given by the Company andeach Warranty set out in part 2 of schedule 3.

 

**Corporations Act**means the *Corporations Act*2001(Cth).

 

**Due Diligence Committee**meansthe Due Diligence Committee established to undertake due diligenceinvestigations and enquiries on behalf of the Company, its directors, theUnderwriters and others in connection with the Rights Offer and the preparationof the Offer Documents.

 

**Due Diligence Program**meansthe due diligence and verification procedures planned and reviewed by the DueDiligence Committee in relation to the Rights Offer and the Offer Documents.

 

**Due Diligence Report**means the report of the Due Diligence Committee to the directors of the Companyincluding all supporting documents and other work papers to which theUnderwriters are given access for the purposes of due diligence investigationsrelating to the preparation of the Due Diligence Report.

 

**Due Diligence Results**means the results of the investigations which make up the Due DiligenceProgram.

 

**Event of Termination**meansan event listed in clause 10.1.

 

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**First Allotment Date**m**e**ans the date means the date specified assuch in the Timetable.

 

**Final Offer Documents**means a final version of the Preliminary International Institutional Supplementupdated as of the Closing Date, and any supplement or amendment to it,including all documents attached thereto, or incorporated by reference therein,including the Prospectus, any Supplementary Offer Document and the AnnualReport of the Company on Form 20-F for the year end September 30, 2002.

 

**Government Agency**means:

 

(a)                                  a government orgovernment department or other body;

 

(b)                                 a governmental,semi-governmental or judicial person; or

 

(c)                                  a person (whetherautonomous or not) who is charged with the administration of a law.

 

**Hybrid Issue** means apotential issue of securities which would qualify as Tier 1 capital within themeaning of the prudential standards of the Australian Prudential RegulatoryAuthority not being ordinary equity.

 

**Indemnified Claim**means any Claim made against, an Indemnified Party in respect of which thatIndemnified Party has claimed a right to be indemnified by the Company underclause 6.1.

 

**Indemnified Party**has the meaning given to that term in clause 6.1.

 

**Institutional Acceptance**means a duly completed and executed application to subscribe for OfferSecurities in the form approved by the Company and the Underwriters for use byQualifying Foreign Institutional Security Holders, together with any requiredaccompanying documents.

 

**Investor Representation Letter**means a letter in a form approved by the Underwriters, such approval not to beunreasonably withheld or delayed, which must be signed by a QIB in the UnitedStates or an institutional Security Holder in a jurisdiction outside Australia,New Zealand and the United States which confirms their eligibility underapplicable law to participate in the Rights Offer.

 

**Listing Rules**meansthe Listing Rules of ASX (including the SCH Business Rules) as waived ormodified by ASX in respect of the Company or the Rights Offer in any particularcase.

 

**Lodgment Date** meansthe date specified in the Timetable as the lodgment date for the Prospectus.

 

**Loss** means, inrelation to a person, a damage, loss, cost, expense or liability incurred bythe person.

 

**Non-Qualifying Foreign Security Holder**meansa person who is registered as a holder of Shares on the Record Date whoseregistered address is in a country other than Australia or New Zealand otherthan a Qualifying Foreign Institutional Security Holder.

 

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**NBNZ**means NBNZHoldings Limited a company incorporated in New Zealand (Registered Number WN421963).

 

**NZSE** means NewZealand Stock Exchange Limited.

 

**Offer****Amount** means approximately $3597 million.

 

**Offer Documents**means:

 

(a)                                  theProspectus; and

 

(b)                                 thePreliminary International Institutional Supplement

 

and, for thepurposes of any Company Warranty relating to the Offer Documents repeated bythe giving of a Certificate shall include:

 

(c)                                  anySupplementary Offer Document lodged prior to the giving of the Certificate; and

 

(d)                                 anyamendment or update to the Preliminary International Institutional Supplementmade or issued prior to the giving of the Certificate.

 

**Offer Period** meansthe period commencing on the date of this agreement and ending on the FirstAllotment Date.

 

**Offer Securities**means approximately 276.7 million Shares which are offered for subscriptionpursuant to the Rights Offer.

 

**Opening Date** meansthe date specified in the Timetable as the opening date for the Rights Offer.

 

**Planning Memorandum**means the memorandum describing the Due Diligence Program adopted by the DueDiligence Committee in relation to the Rights Offer and the Offer Documents.

 

**Preliminary International InstitutionalSupplement** means the supplement to the Prospectus tobe prepared by the Company in relation to the distribution of the Rights andthe offer of the Offer Securities by the Company through the Underwriters andtheir respective Affiliates to Qualifying Foreign Institutional SecurityHolders in transactions exempt from the registration requirements of the USSecurities Act, such supplement to be dated as at the Lodgment Date and in aform approved by the Underwriters (such approval not to be unreasonablywithheld or delayed) and initialled for the purposes of identification by theCompany and the Underwriters.

 

**Prescribed Occurrence**means, in relation to a person, the events set out in section 652C of theCorporations Act but substituting that person for “target” and provided thatall references in section 652C to “or a subsidiary” are deleted and:

 

(a)                                  theissue of ANZ Stapled Exchangeable Preferred Securities pursuant to theprospectus dated 14 August 2003;

 

(b)                                 theredemption of all or any TrUEPrS Preference Shares;

 

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(c)                                  theHybrid Issue;

 

(d)                                 theissue of the Rights and the Offer Securities;

 

(e)                                  anissue of securities by the Company pursuant to a dividend or distribution planor employee incentive scheme (as those terms are defined in the Listing Rules)or, as a result of the conversion or exercise of any security issued pursuantto such plan or scheme; or

 

(f)                                    theconversion of any convertible securities (as that term is defined in theListing Rules) which are on issue as at the date of this document,

 

shall notconstitute a Prescribed Occurrence.

 

**Prospectus** means theprospectus including any entitlement and acceptance form to be issued by theCompany in relation to the Rights Offer in a form approved by the Underwriters,which approval shall not be unreasonably withheld or delayed, and initialledfor the purposes of identification by the Company and the Underwriters.

 

**Prospectus Date**means the date of the Prospectus.

 

**Publication** meansany announcement, advertisement, publicity or roadshow presentation made orpublished by the Company with its consent in relation to the Rights Offer orthe Acquisition.

 

**QIB** means a“qualified institutional buyer” as defined in Rule 144A.

 

**Qualifying Foreign Institutional SecurityHolder** means a QIB in the United States or aninstitutional Security Holder in a jurisdiction other than the United States,Australia and New Zealand who:

 

(a)                                  iscontacted by the Company or the Underwriters; and

 

(b)                                 confirmstheir eligibility under applicable law to participate in the Rights Offer bysigning and returning to the Company or the Underwriters the InvestorRepresentation Letter.

 

**Record Date** meansthe date specified as the record date for the Rights Offer in the Timetable.

 

**Regulation S** meansRegulation S promulgated under the US Securities Act.

 

**Rights** means therenounceable rights to subscribe for Offer Securities granted by the Company toeach Security Holder.

 

**Rights Offer** meansthe 2 for 11 renounceable rights offer of Offer Securities to raise the OfferAmount.

 

**Rule 144A** means Rule144A promulgated under the US Securities Act.

 

**Sale Amount** meansthe amount which is the number of Sold Rights multiplied by the Sale Price.

 

5

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**SCH Business Rules**means the SCH Business Rules as waived or modified by ASX in respect of theCompany or the Rights Offer in any particular case.

 

**Second Allotment Date**means the date specified as such in the Timetable.

 

**Security Holder**means a person registered as the holder of a Share at 5:00pm on the Record Dateand includes persons jointly registered but does not include a Non QualifyingForeign Security Holder.

 

**Sale Price** means thesale price for the Shortfall Rights agreed by the Company and the Underwritersunder clause 8.3(c).

 

**Share** means anissued ordinary share in the Company.

 

**Shortfall Rights** hasthe meaning given to that term in clause 8.1.

 

**Shortfall Amount**means the amount which is the number of Shortfall Shares multiplied by theSubscription Price.

 

**Shortfall Application Date**means the date specified as such in the Timetable.

 

**Shortfall Notification Date**means the date specified as such in the Timetable.

 

**Shortfall Notification Time**means 5.00pm on the Shortfall Notification Date.

 

**Shortfall Notice** hasthe meaning given to that term in clause 8.1.

 

**Shortfall Shares**means the number of Shares that would be issued on exercise of the ShortfallRights.

 

**Sold Rights** meansthe number of Shortfall Rights which the Company and the Underwriters agree aresold through the bookbuild described in clause 8.4.

 

**Subscription Price**means, in respect of each Offer Security, $13.00.

 

**Supplementary Offer Document**means any supplementary or replacement prospectus to the Prospectus lodged withASIC in connection with the Rights Offer.

 

**Tax** means a tax,levy, duty, charge, deduction or withholding, however it is described, that isimposed by a Government Agency, together with any related interest, penalty,fine or other charge, other than one that is imposed on taxable income.

 

**Timetable** means thetimetable for the Rights Offer set out in schedule 2.

 

**TrUEPrS Preference Shares**means fully paid non converting non cumulative preference shares in the sharecapital of the Company issued for USD6.25 per share via Trust Securities issuedin 1998 as follows:

 

(a)                                  64,016,000TrUEPrS Preference Shares on 23 September 1998; and

 

(b)                                 56,016,000TrUEPrS Preference Shares on 19 November 1998.

 

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**Trust Securities**means Trust Units (in ANZ Exchangeable Preference Trust) exchangeable forTrUEPrS Preference Shares in ANZ.

 

**Underwriter Warranty**means, in respect of an Underwriter, each Warranty set out in part 1 ofschedule 3 given by that Underwriter and each Warranty set out in part 3 ofschedule 3 given by that Underwriter.

 

**US Person** has themeaning given to that term in Rule 902(k) under the US Securities Act.

 

**US Securities Act**means the United States Securities Act of 1933 as amended.

 

**United States** hasthe meaning given in Regulation S.

 

**Valid Application**has the meaning given to that expression by clause 1.4.

 

**Verification Material**means the contents of the file maintained by the Due Diligence Committee beingthe documents and information provided in verification of statements made inthe Offer Documents.

 

**Warranty** means astatement contained in schedule 3.

 

1.2**                                 Rules for interpreting this agreement**

 

Headings arefor convenience only, and do not affect interpretation.  The following rules also apply ininterpreting this agreement, except where the context makes it clear that arule is not intended to apply.

 

(a)                                  Areference to:

 

(i)                                     legislation(including subordinate legislation) is to that legislation as amended,re-enacted or replaced, and includes any subordinate legislation issued underit;

 

(ii)                                  adocument or agreement, or a provision of a document or agreement, is to thatdocument, agreement or provision as amended, supplemented, replaced or novated;

 

(iii)                               aparty to this agreement or to any other document or agreement includes apermitted substitute or a permitted assign of that party;

 

(iv)                              aperson includes any type of entity or body of persons, whether or not it isincorporated or has a separate legal identity, and any executor, administratoror successor in law of the person;

 

(v)                                 anything(including a right, obligation or concept) includes each part of it; and

 

(vi)                              adate or time means to that date or time in Sydney.

 

(b)                                 Asingular word includes the plural, and vice versa.

 

(c)                                  Aword which suggests one gender includes the other genders.

 

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(d)                                 If a word is defined,another part of speech has a corresponding meaning.

 

(e)                                  If an example isgiven of anything (including a right, obligation or concept), such as by sayingit includes something else, the example does not limit the scope of that thing.

 

(f)                                    The word **“agreement”** includes an undertaking orother binding arrangement or understanding, whether or not in writing.

 

(g)                                 The words **“Court”, “subsidiary”, “holding company”**and**“related body corporate”**have thesame meanings as in the Corporations Act.

 

(h)                                 References to **“applicable law”**include all applicablelaws of jurisdictions within or outside Australia including New Zealand andincluding the Listing Rules and policies, guidelines, official directives orrequests of or by any Government Agency, whether or not having the force oflaw.

 

(i)                                     A reference to **“$”**is to the lawful currency of Australia.

 

1.3**                                 Business Days**

 

If the day on or by which a person must do something under thisagreement is not a Business Day:

 

(a)                                  if the act involves apayment that is due on demand, the person must do it on or by the next BusinessDay; and

 

(b)                                 in any other case, theperson must do it on or by the previous Business Day.

 

1.4**                                 Valid Application**

 

For the purposes of this agreement, an Application received by theCompany in respect of an Offer Security is a Valid Application if it is:

 

(a)                                  an InstitutionalAcceptance; or

 

(b)                                 it is made inaccordance with the Offer Documents

 

and the Company receives the Subscription Price in cleared funds.

 

1.5**                                 Underwriters’ relationship**

 

(a)                                  An obligation of an Underwriter under thisagreement (including an obligation to pay) is several on a 50:50 basis and isnot joint or joint and several.

 

(b)                                 A right of an Underwriter under thisagreement is held by that Underwriter severally and each Underwriter mayexercise its rights, powers and benefits under this agreement individually.

 

(c)                                  Where the consent or approval of anUnderwriter is required under this agreement, that consent or approval must beobtained from each Underwriter (other than an Underwriter which has given anotice under clause 10 to terminate its obligations under this agreement).

 

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(d)                                 Nothingcontained or implied in this agreement constitutes an Underwriter, the partner,agent, or representative of any other Underwriter for any purpose or createsany partnership, agency or trust between the Underwriters, and none of theUnderwriters has any authority to bind any of the other Underwriters in anyway.

 

(e)                                  Anyreference to the Underwriter in this agreement is a reference to eachUnderwriter separately, so that (for example) a representation, warranty orundertaking is given by each of them separately.

 

2.**                                       CONDITIONS PRECEDENT**

 

2.1**                                 Conditions Precedent to underwriting**

 

Theobligations of the Underwriters to underwrite the Rights Offer under clause 3.2of this agreement do not become binding unless each of the following conditionsis fulfilled (or waived under clause 2.4):

 

(a)                                  theCompany implementing and completing the Due Diligence Program to the reasonablesatisfaction of the Underwriters before the Lodgment Date (each Underwritershall be treated as being reasonably satisfied if that Underwriter signs theDue Diligence Report);

 

(b)                                 theDue Diligence Report being published by the Lodgment Date;

 

(c)                                  opinionsbeing delivered to the Due Diligence Committee by the Lodgment Date by:

 

(i)                                     BlakeDawson Waldron in relation to the Prospectus and the adequacy of the DueDiligence Program to the reasonable satisfaction of the Underwriters;

 

(ii)                                  BellGully in relation to the Prospectus and the conduct of the Rights Offer in NewZealand to the reasonable satisfaction of the Underwriters;

 

(iii)                               KPMGin respect of the adequacy of the Due Diligence Program so far as it applies tothe historical and pro forma financial information relating to the Companyincluded in the Offer Documents to the reasonable satisfaction of theUnderwriters; and

 

(d)                                 Ernst& Young delivering to the Due Diligence Committee by the Lodgment Date an“Agreed Upon Procedures Report of Factual Findings” as contemplated by section6.6(d)(ix) of the Planning Memorandum to the reasonable satisfaction of theUnderwriters;

 

(e)                                  theCompany obtaining by the Lodgment Date any:

 

(i)                                     waiversof the Listing Rules; and

 

(ii)                                  anydeclarations made, or modifications, by ASIC, under or of, the CorporationsAct,

 

which anyparty reasonably believes is required to enable the Company to make the RightsOffer;

 

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(f)                                    theCompany entering into the Acquisition Agreement by no later than 10.00am 24October 2003 (or such later date as the Underwriters may agree in writing) andthat agreement not being terminated or terminable or no longer capable of beingperformed or not valid, binding or enforceable against the parties to it, or acondition precedent to it not being satisfied (or waived by the relevant partyor parties) within the time period specified in the agreement;

 

(g)                                 theCompany lodging the Prospectus with ASIC by the Lodgment Date;

 

(h)                                 BellGully delivering to the Due Diligence Committee by the Lodgment Date a legaldue diligence report in respect of the Acquisition.

 

2.2**                                 Additional Conditions Precedent toAllotment**

 

Theobligations of the Underwriters to subscribe for the Shortfall Shares underthis agreement do not become binding unless each of the following conditions isfulfilled (or waived under clause 2.4):

 

(a)                                  Sullivan& Cromwell delivering to the Underwriters on the Shortfall NotificationDate a legal opinion dated as at the Shortfall Notification Date to thereasonable satisfaction of the Underwriters;

 

(b)                                 Sullivan& Cromwell delivering to the Underwriters on the Shortfall NotificationDate a disclosure letter concerning the Final Offer Documents dated as at theShortfall Notification Date to the reasonable satisfaction of the Underwriters;

 

(c)                                  KPMGdelivering to the Underwriters by the Shortfall Notification Date a lettercontaining statements and information of the type ordinarily included inaccountant’s “comfort letters” to the underwriters with respect to thefinancial statements and certain financial information of the Company containedin the Final Offer Documents dated as at a date no more than 3 Business Daysprior to the Shortfall Notification Date; and

 

(d)                                 Ernst& Young delivering to the Underwriters on the Shortfall Notification Datean agreed-upon procedures letter in respect of the financial statements, proforma financial statements and certain financial information of NBNZ containedin the Final Offer Documents.

 

2.3**                                 Obligation to satisfy conditions**

 

The Company must use its reasonable endeavours to satisfy theconditions referred to in clauses 2.1 and 2.2.

 

2.4**                                 Waiver**

 

The Underwriters alone may waive any or all of the conditions referredto in clause 2.1 or 2.2 by giving notice in writing to the Company to thateffect. If one of the Underwriters does not waive fulfilment of a conditionunder this clause 2.4, clause 10.6 will apply.

 

2.5**                                 Notice**

 

The Company must promptly notify the Underwriters when it has satisfiedany of the conditions referred to in clause 2.1.

 

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2.6**                                 Failure to fulfil condition precedent**

 

If any of theconditions referred to in clause 2.1 or 2.2 are not fulfilled (or waived underclause 2.4 by all the Underwriters) by the time specified in that condition (orsuch later time as agreed by the Underwriters) then this agreement (other thanclauses 6, 9, 13, 14 and 16 (except 16.2)) is at an end as to its futureoperation except for the enforcement of any right or claim which arises on orhas arisen before this agreement comes to an end.

 

3.**                                       APPOINTMENT**

 

3.1**                                 Appointment**

 

The Companyappoints the Underwriters as the underwriters and joint lead managers of theRights Offer on the terms and conditions of this agreement and the Underwritersaccept that appointment.

 

3.2**                                 Agreement to underwrite**

 

The Underwriters agree to severally underwrite subscriptions for OfferSecurities under the Rights Offer up to a maximum aggregate amount of the OfferAmount on the terms and conditions of this agreement.

 

3.3**                                 Agreement to manage**

 

The Underwriters agree to jointly act as lead managers of the RightsOffer and assist the Company in the successful conduct of the Rights Offer.

 

3.4**                                 Several obligations**

 

The obligations of each of the Underwriters to underwrite the RightsOffer under clause 3.2 shall be several and not joint, with each Underwriterbeing obliged to underwrite 50% of the Shortfall Amount.

 

3.5**                                 Sub Underwriting**

 

The Underwriters must consult with the Company with respect to theappointment of sub underwriters and will not unreasonably withhold or delay itsconsent to the appointment of a sub underwriter.

 

4.**                                       REPRESENTATIONS AND WARRANTIES**

 

4.1**                                 Validity of agreement**

 

Each party represents and warrants in respect of itself that eachWarranty set out in part 1 of schedule 3 is true, accurate and not misleadingas at the date of this agreement.

 

4.2**                                 The Company**

 

The Company represents and warrants to each Underwriter that each ofthe Warranties set out in part 2 of schedule 3 is true, accurate and notmisleading as at the date of this agreement.

 

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4.3**                                 The Underwriters**

 

EachUnderwriter represents and warrants to the Company that each of the Warrantiesset out in part 3 of schedule 3 is true, accurate and not misleading as at thedate of this agreement.

 

4.4**                                 Independent**

 

Each of theWarranties shall be construed independently and no Warranty shall be limited byimplications arising from any other Warranty.

 

4.5**                                 Reliance**

 

Each partyacknowledges that the other parties are entering into this agreement inreliance on each Warranty.

 

4.6**                                 Notice of breach**

 

(a)                                  TheCompany undertakes to the Underwriters that it will notify each Underwriterimmediately if it becomes aware that:

 

(i)                                     aCompany Warranty was untrue, inaccurate or misleading at the time it was given;or

 

(ii)                                  aCompany Warranty has ceased to be true and accurate or has become misleading inany material respect in each case by reference to the facts and circumstancesthen existing.

 

(b)                                 Eachof the Underwriters undertakes to the Company that it will notify the Companyimmediately if it becomes aware that:

 

(i)                                   anUnderwriter Warranty given by it was untrue, inaccurate or misleading at thetime it was given; or

 

(ii)                                  anUnderwriter Warranty given by it has ceased to be true and accurate in anymaterial respect or has become misleading by reference in each case to factsand circumstances then existing.

 

4.7**                                 Repetition**

 

(a)                                EachCompany Warranty is repeated by the Company when it gives a Certificate as ifmade with respect to the facts and circumstances then existing provided that ifthe Company has notified each Underwriter under clause 4.6 **(Prior Notification)** that:

 

(i)                                     aCompany Warranty was untrue, inaccurate or misleading at the time it was given;or

 

(ii)                                  aCompany Warranty has ceased to be true and accurate or has become misleading inany material respect in each case by reference to the facts and circumstancesthen existing,

 

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and eachUnderwriter has informed the Company in writing that it has decided to waiveits rights to terminate the agreement on the basis of the event notified, therepetition of the relevant Company Warranty will be qualified by the disclosuremade in the Prior Notification.

 

(b)                                 EachUnderwriter Warranty is repeated by each Underwriter on the ShortfallApplication Date and on the First Allotment Date and the Second Allotment Dateas if made with respect to the facts and circumstances then existing.

 

4.8**                                 Undertakings of the Company**

 

The Company undertakes that :

 

(a)                                  **(printed copies)** as soon as practicableafter the Prospectus is lodged with ASIC, it will deliver to each of theUnderwriters the number of printed copies of the Prospectus and the PreliminaryInternational Institutional Supplement that the Underwriters have notified theCompany before the Prospectus Date (up to a maximum of 1000 copies);

 

(b)                                 **(dispatch of Prospectus)** it will dispatchthe Prospectus to each Security Holder no later than the date required by ASX;

 

(c)                                  **(Prescribed Occurrence)** during the periodcommencing on the date of this agreement and ending 3 months after the expiryof the Offer Period, no Prescribed Occurrence will occur in respect of theCompany (or any of its related bodies corporate) other than:

 

(i)                                     asdisclosed in the Offer Documents or to the Underwriters in writing as at thedate of this agreement; or

 

(ii)                                  anissue of equity securities (as defined in the Listing Rules) or any securitiesconvertible into or exchangeable for any such equity securities which ispermitted under clause 4.8(d);

 

(d)                               **(no further issues)** during the periodcommencing on the date of this agreement and ending on the day which is 3months after the expiry of the Offer Period, neither the Company or any of itssubsidiaries shall make, agree to make or announce any issues of equitysecurities (as defined in the Listing Rules) or any securities convertible intoor exchangeable for any such equity securities, without the prior writtenconsent of the Underwriters, which consent shall not be unreasonably withheld ordelayed, other than:

 

(i)                                     theHybrid Issue and any other issue of securities which are convertible orexchangeable into Shares;

 

(ii)                                  theissue of the Rights and the Offer Securities;

 

(iii)                               theissue of any security for regulatory or prudential reasons;

 

(iv)                              anissue of securities by the Company pursuant to a dividend or distribution planor employee incentive scheme (as those terms are defined

 

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in the Listing Rules) or, as a result of theconversion or exercise of any securities issued pursuant to such a plan orscheme; or

 

(v)                                 theconversion of any convertible securities (as that term is defined in theListing Rules) which are on issue as of the date of this agreement;

 

For the avoidance of doubt nothing in thisclause is intended to constrain the Company from issuing securities in theordinary course of its business for an aggregate issue price of $250 million orless.

 

(e)                                  **(conduct of business)** during the periodfrom the date of this agreement until 3 months after the expiry of the OfferPeriod, it will carry on its business in the ordinary course and will notexcept as disclosed in the Offer Documents:

 

(i)                                     disposeor charge, agree to dispose of or charge, the whole or any substantial part ofits business (except in the ordinary course of business); or

 

(ii)                                  enterinto any agreement or commitment which is material in the context of theCompany or the Rights Offer,

 

without the prior written consent of theUnderwriters which shall not be unreasonably withheld or delayed;

 

(f)                                    **(winding up)** during the Offer Period, it(or any of its related bodies corporate) shall not:

 

(i)                                     passany resolution that it be wound up;

 

(ii)                                  enterinto any scheme or composition with or for the benefit of its creditors;

 

(iii)                               beplaced under official management;

 

(iv)                              havea receiver or manager appointed to the whole or any part of its assets orundertakings;

 

(v)                                 permitany breach or default whereby it is liable to be wound up; or

 

(vi)                              havean administrator appointed to it,

 

if to do so would have a material effect onthe Company or an investment decision in relation to the Offer Securities;

 

(g)                                 itwill deliver to the Underwriters the Final Offer Documents on or before theShortfall Notification Date.

 

4.9                                 **Acknowledgement**

 

The Company acknowledges that theUnderwriters and their Affiliates have the right to sell any Offer Securitiesthe Underwriters are required to subscribe for or which are allotted to itpursuant to this agreement on ASX in accordance with Regulation S under the USSecurities Act.

 

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5.                                       **OFFER**

 

5.1                                 **Making of Offer**

 

The Company must offer the Offer Securitiesfor subscription in accordance with the Offer Documents, this agreement, theTimetable, the Listing Rules, the Corporations Act and all other applicablelaws.

 

5.2                                 **Amendment**

 

The Timetable may only be amended by theCompany with the consent of:

 

(a)                                  theUnderwriters; and

 

(b)                                 ASX,if required by the Listing Rules or the Corporations Act.

 

5.3                                 **Application forquotation**

 

The Company must within the time required bythe Corporations Act apply for the Offer Securities to be granted officialquotation on ASX, and thereafter use its best endeavours to procure thatofficial quotation is granted to the Offer Securities by ASX by the FirstAllotment Date.

 

5.4                                 **NonQualifying Foreign Security Holders**

 

Offer Securities will not be offered to (andRights will not be issued to) Non-Qualifying Foreign Security Holders butarrangements will be made in accordance with the Listing Rules under whichrights equivalent to the number which would otherwise have been issued toNon-Qualifying Foreign Security Holders will be sold for the benefit of thoseNon-Qualifying Foreign Security Holders.

 

5.5                                 **SupplementaryOffer Documents**

 

If before the Shortfall Notification Date:

 

(a)                                  thereis a misleading or deceptive statement in the Prospectus or any SupplementaryOffer Document; or

 

(b)                                 thereis an omission from the Prospectus or any Supplementary Offer Document ofmaterial required by the Corporations Act to be included; or

 

(c)                                  thereis a new circumstance that:

 

(i)                                     hasarisen since the Prospectus or any Supplementary Offer Document was lodged; and

 

(ii)                                  wouldhave been required by the Corporations Act to be included in the Prospectus orSupplementary Offer Document if it had arisen before the relevant document waslodged,

 

that is materially adverse from the point ofview of an investor, the Company must immediately notify the Underwriters ofthat statement, omission or circumstance and must lodge a Supplementary OfferDocument (in a form approved in writing by the

 

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Underwriters, such approval not to beunreasonably withheld or delayed) in respect of that statement, omission orcircumstance as soon as practicable afterwards and otherwise comply with theCorporations Act.  Following thelodgment of any Supplementary Offer Document the Company must immediately takeall action in respect of the Supplementary Offer Document as may reasonably berequired by the Underwriter (including publication of the Supplementary OfferDocument in a national newspaper and dispatching copies of the SupplementaryOffer Document to all recipients of the Prospectus).

 

5.6                                 **Noother Supplementary Offer Document**

 

Other than pursuant to clause 5.5 the Companymust not lodge or reissue a Supplementary Offer Document without the priorwritten consent of the Underwriters (such consent not to be unreasonablywithheld or delayed).

 

5.7                                 **AdditionalAnnouncement**

 

If, before the Second Allotment Date, anevent occurs which the Company is required to announce under the Listing Rulesor Chapter 6CA of the Corporations Act or which, if not announced, may resultin the Underwriters contravening Division 3 of Part 7.10 of the CorporationsAct, the Company must:

 

(a)                                  informthe Underwriters immediately; and

 

(b)                                 promptlymake an announcement to ASX in accordance with the Company’s obligations underthe Listing Rules or the Corporations Act or make generally available theinformation which, if not made generally available, may otherwise result in theUnderwriters contravening Division 3 of Part 7.10 of the Corporations Act in aform approved by the Underwriters, such approval not to be unreasonablywithheld or delayed.

 

5.8                                 **PreliminaryInternational Institutional Supplement**

 

If before the Closing Date in the reasonablejudgment of the Company it becomes necessary to amend or issue a supplement tothe Preliminary International Institutional Supplement, the Company mustimmediately notify the Underwriters and must issue an amended PreliminaryInternational Institutional Supplement or a supplement to the PreliminaryInternational Institutional Supplement (in a form approved in writing by theUnderwriters, such approval not to be unreasonably withheld or delayed).

 

6.                                       **INDEMNITY**

 

6.1                                 **Indemnity**

 

Subject to clause 6.2, the Company agrees toindemnify and keep indemnified each of the Underwriters and its related bodiescorporate, directors and officers (each an **“IndemnifiedParty”** and collectively the **“IndemnifiedParties”**) from and against all Losses suffered by an IndemnifiedParty as a result of:

 

(a)                                  **(Offer Documents)** the issue of the OfferDocuments, a Supplementary Offer Document or the Final Offer Documents or themaking, conduct, or settlement of the Rights Offer (including Losses arisingout of or in connection with the preparation for, or involvement in,investigations conducted by ASIC or any other

 

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relevant body in relation to the issue of theOffer Documents, a Supplementary Offer Document or the Final Offer Documents orthe Rights Offer);

 

(b)                                 **(breach)** the Company failing to perform orobserve any of its obligations or undertakings under this agreement in amaterial respect;

 

(c)                                  **(misrepresentation)** any representation orwarranty given under this agreement proving to have been untrue or incorrect;

 

(d)                                 **(authorised publications)** any roadshowpresentation, announcement, advertisement or publicity made or distributed byor on behalf of an Indemnified Party in relation to the Rights Offer with theprior approval of the Company; and

 

(e)                                  **(generally)** any claim that an IndemnifiedParty has any liability under the Corporations Act (including sections 1041Hand 1041I) or any other applicable law or regulation in relation to the RightsOffer,

 

provided that:

 

(f)                                    wherethe Loss is also a cost or expense **(item)**covered by clause 9.2 and clause 9.2 requires that the item be reasonable inorder for it to be recoverable under that clause, then this indemnity shallonly extend to it to the extent that it is recoverable under that clause andthe maximum amount which may be recovered under this indemnity in respect ofthose items shall be limited to $250,000;

 

(g)                                 theLosses the subject of this indemnity shall not include:

 

(i)                                     subunderwriting fees, brokerage and other costs and expenses in respect of theRights Offer that are the responsibility of the Underwriters;

 

(ii)                                  Losssuffered simply as a result of an Underwriter being required to perform itsobligations under this agreement (including without limitation) its obligationsin respect of the Shortfall Rights and Shortfall Shares; or

 

(iii)                               Losssuffered by reason of being required to compensate the Company for a breach byan Underwriter of its obligations under this agreement.

 

Each of the paragraphs of this clause 6.1shall be construed independently and no paragraph shall be limited byimplications arising from any other paragraph.

 

6.2                                 **Extent of indemnity**

 

The indemnity in clause 6.1 does not extendto and shall not be deemed to be an indemnity against Losses incurred by anIndemnified Party to the extent that those Losses result primarily from:

 

(a)                                  thenegligence or wilful misconduct or breach of any statutory provision orfiduciary duty of that Indemnified Party;

 

(b)                                 anypenalty or fine which the Indemnified Party is required to pay for anycontravention by it of the Corporations Act;

 

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(c)                                  anyamount in respect of which the indemnity will be illegal, void or unenforceableunder any applicable law;

 

(d)                                 anyannouncements, advertisements or publicity made or distributed by anIndemnified Party in relation to the Rights Offer or the Acquisition withoutthe approval of the Company; or

 

(e)                                  amaterial breach by an Underwriter of this agreement (except where that breachis not wilful and occurs solely by reason of reliance on advice or informationprovided by or on behalf of the Company).

 

6.3                                 **Noti****ce**

 

If an Underwriter becomes aware of any matterin respect of which an Indemnified Party wishes to claim for indemnificationunder this clause 6, that Underwriter must promptly notify the Company of thesubstance of that matter within 5 Business Days of having become aware of thematter.

 

6.4                                 **Failure to notify**

 

The failure of an Underwriter to notify theCompany pursuant to clause 6.3 shall not release the Company from anyobligation or liability which it may have pursuant to this agreement exceptthat such liability shall be reduced to the extent to which:

 

(a)                                  theCompany has suffered material damage or material loss, or

 

(b)                                 theamount the subject of the indemnity under clause 6.1 has increased,

 

as a result ofthe failure to so notify.

 

6.5                                 **Obligation tomitigate**

 

Each Indemnified Party must take reasonablesteps to mitigate any Losses in respect of which it may seek to be indemnifiedunder clause 6.1 from the time at which the Indemnified Party becomes awarethat it may be entitled to be indemnified under clause 6.1.

 

6.6                                 **Benefits ofindemnity**

 

Each Indemnified Party, whether or not aparty to this agreement, shall be entitled to the benefit of this clause 6 andthis clause 6 may be enforced on that Indemnified Party’s behalf by theUnderwriters.

 

6.7                                 **Preservation ofrights**

 

Subject to clause 6.2, the rights of anIndemnified Party under this agreement shall not in any way be prejudiced oraffected by:

 

(a)                                  anyapproval given by that party in relation to the Offer Documents, aSupplementary Offer Document or the Final Offer Documents or any roadshow presentation,announcement, advertisement or publicity made or distributed in relation to theRights Offer (whether before or after the Prospectus Date) (collectively the “**Offer Material**”);

 

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(b)                                 anyconsent to be named in the Offer Material;

 

(c)                                  terminationof this agreement under clause 2 or any lawful termination by an Underwriter ofits obligations to underwrite the Rights Offer under clause 10; or

 

(d)                                 anyinaccuracy in any representation or warranty made or deemed to have been madeby the Company under this agreement.

 

6.8                                 **Companyentitled to defend or institute proceedings**

 

Subject to clause 6.11, the Company maydefend or institute in the name of an Indemnified Party legal or otherproceedings concerning an Indemnified Claim and conduct the same under the solemanagement and control of the Company with absolute discretion as to theconduct of those proceedings including any decision to settle, compromise orconsent to the entry of any judgement in relation to the Indemnified Claim thesubject of those proceedings provided that:

 

(a)                                  theCompany must consult with and keep the relevant Indemnified Party informedconcerning the progress of that defence or of those legal or other proceedingsand must take account of the views of the relevant Indemnified Party so far asis reasonably practicable and must not take any steps which it would bereasonable to expect would damage the reputation of the relevant IndemnifiedParty without the prior written consent of the relevant Indemnified Party (suchconsent not to be unreasonably withheld or delayed);

 

(b)                                 noadmission of liability on the part of the Indemnified Party in connection withthe Indemnified Claim may take place without the appropriate Indemnified Party’sprior written consent; and

 

(c)                                  theappropriate Indemnified Party has:

 

(i)                                     theright at any time to; and

 

(ii)                                  must,if it refuses to give its prior written consent under clause 6.8(a) or 6.8(b);

 

re-assume the defence of any IndemnifiedClaim assumed by the Company or any other legal or other proceedings institutedby the Company in the name of the Indemnified Party in respect of anIndemnified Claim.

 

6.9                                 **Separaterepresentation**

 

Notwithstanding clause 6.8, where the Companyhas conduct of the proceedings relating to an Indemnified Claim in the name ofan Indemnified Party, that Indemnified Party may engage its own legal counselbut the fees and expenses of such counsel shall be at the expense of suchIndemnified Party unless:

 

(a)                                  theCompany and the Indemnified Party mutually agree to the contrary;

 

(b)                                 theIndemnified Party reasonably concludes that there are significant legaldefences available to it that are different from, or in addition to, thoseavailable to the Company; or

 

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(c)                                  thenamed parties in any such proceeding (including any impleaded parties) includeboth the Company and the Indemnified Party and representation of both partiesby the same counsel would be inappropriate due to actual differing interestsbetween them.

 

6.10                           **Obligationsof Indemnified Parties**

 

The Indemnified Parties must:

 

(a)                                  takesuch reasonable action as the Company requests to avoid, dispute, resist,appeal, compromise or defend any Indemnified Claim in respect of it;

 

(b)                                 notsettle or compromise any Indemnified Claim without the prior written consent ofthe Company;

 

(c)                                  renderall reasonable assistance and co-operation to the Company in the conduct of anylegal or other proceedings relating to the Indemnified Claim including givingthe Company any documents in its possession or within its control and signingall documents, authorities and directions and making available its employees atsuch time and for such periods as the Company may reasonably require in relationto that proceeding; and

 

(d)                                 doanything reasonably necessary or desirable to ensure that the Company issubrogated to and enjoys the benefit of the rights of the Indemnified Partiesin relation to an Indemnified Claim including signing documents to assignchoses in action.

 

6.11                           **Rightto assume control of proceedings**

 

If an Indemnified Party re-assumes thedefence of an Indemnified Claim or any other legal or other proceedingsinstituted by the Company in the name of the Indemnified Party in respect of anIndemnified Claim under clause 6.8(c):

 

(a)                                  itwill have the right to conduct the same under its sole management and controland will have absolute discretion with regards to the conduct of thoseproceedings including any decision to settle, compromise or consent to theentry of any judgement in relation to any Claims that are the subject of thoseproceedings, but in doing so it will consult with and take account of the viewsof the Company so far as is reasonably possible; and

 

(b)                                 theCompany will not be bound by the terms of any settlement or compromise and anyindemnity given by the Company under clause 6.1 shall not apply in respect ofany Claims that are the subject of those proceedings.

 

6.12                           **Conduct ofProceedings**

 

An Indemnified Party is under no obligationunder clause 6.10 unless at the time the Company requests that IndemnifiedParty to take any action, the Company agrees to indemnify that IndemnifiedParty against all costs, expenses and charged incurred by or awarded againstthat Indemnified Party in taking the action required, as and when they falldue, including legal costs and disbursements of its lawyers on a full indemnitybasis.

 

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6.13                           **Release**

 

The Company agrees that no Claim may be made byit against an Indemnified Party, and the Company unconditionally andirrevocably releases each Indemnified Party from any Claim that it may haveagainst an Indemnified Party arising as a result of the participation of thatIndemnified Party in the preparation of the Offer Documents, a SupplementaryOffer Document or the Final Offer Documents or in relation to the making of theRights Offer, except where:

 

(a)                                  theIndemnified Party has been negligent or there has been wilful misconduct or abreach of any statutory provision or fiduciary duty;

 

(b)                                 theIndemnified Party has made or distributed any announcements, advertisements orpublicity in relation to the Rights Offer or the Acquisition without theapproval of the Company; or

 

(c)                                  anUnderwriter is in breach of this agreement.

 

If:

 

(d)                                 theCompany makes a Claim against an Underwriter in respect of a breach by it ofthis agreement (the “**Relevant Breach**”);and

 

(e)                                  thatUnderwriter has suffered Loss by reason of the Relevant Breach otherwise thanby reason of the Company making the Claim against it; and

 

(f)                                    thatUnderwriter has recovered that Loss from the Company under the indemnity inclause 6.1,

 

the Companyagrees it will not be entitled to recover from the Underwriter as damages inrespect of the Relevant Breach any amount which the Underwriter has recoveredunder the indemnity in clause 6.1.

 

7.                                       **APPLICATIONSAND ALLOTMENTS**

 

7.1                                 **Applications**

 

Each application for Offer Securitiespursuant to the Rights Offer must be made on an entitlement and applicationform accompanying the Offer Documents and in accordance with the OfferDocuments or be an Institutional Acceptance.

 

7.2                                 **Notificationof Applications**

 

The Company must whenever reasonablyrequested by the Underwriters during the period beginning on the Opening Dateand ending on the Closing Date notify the Underwriter of:

 

(a)                                  thenumber of Applications received;

 

(b)                                 thenumber of Applications received which are not Valid Applications and thegrounds on which the Company believes the Application is not valid; and

 

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(c)                                  thenumber of Offer Securities in respect of which Valid Applications have beenreceived.

 

The Underwriters have the right to review theApplications which are not Valid Applications.

 

7.3                                 **Acceptance ofApplications**

 

The Company must accept each Application forOffer Securities which is lodged on or before 6:00pm on the Closing Date whichbecomes a Valid Application by 4.00pm on the Shortfall Notification Date.

 

7.4                                 **Allotment ofOffer Securities**

 

The Company must allot and issue the OfferSecurities in respect of which Valid Applications have been accepted on theFirst Allotment Date in accordance with the allotment procedure described inthe Offer Documents.  Those OfferSecurities will be allotted ex the final dividend for the financial year endingSeptember 30, 2003.

 

7.5                                 **Holding Statements**

 

The Company must dispatch a new holdingstatement in respect of the Offer Securities issued pursuant to the RightsOffer in accordance with the Corporations Act and the Listing Rules as soon aspracticable after the First Allotment Date.

 

7.6                                 **Prompt Banking ofCheques**

 

The Company must promptly bank for collectionall cheques accompanying Applications received by it.  The Company must at its cost arrange for payments to be clearedby the relevant financial institutions on which the payment is drawn.

 

7.7                                 **Subscription Price**

 

The Company must comply with section 722of the Corporations Act in respect of the Subscription Price in respect of anOffer Security received by it.

 

7.8                                 **Records**

 

The Company must maintain (and permit theUnderwriters to inspect at any reasonable time) accurate records of the receiptof Applications, the banking of the Subscription Price in respect of each OfferSecurity applied for, the processing of Applications and the dispatch ofholding statements in respect of the Offer Securities issued pursuant to theRights Offer.

 

7.9                                 **Relief of Liability**

 

All Valid Applications which are acceptedwill go towards relieving the liability of the Underwriters under thisagreement to underwrite subscriptions for Offer Securities up to an aggregatemaximum amount of the Offer Amount.

 

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7.10                           **No Shortfall**

 

If by 3:00pm on the Shortfall Notification Date,Valid Applications are accepted in respect of all of the Offer Securities theUnderwriters’ liability under this agreement to apply for Offer Securities isextinguished.

 

7.11                           **Returnof Subscription Price and termination of obligations**

 

If all the Offer Securities in respect ofwhich Valid Applications are accepted have not been allotted to applicants bythe later of 2 Business Days after the First Allotment Date (or such later dateas the Underwriters may agree in writing in its absolute discretion):

 

(a)                                  theCompany must immediately refund all application moneys received to allapplicants including the Underwriters; and

 

(b)                                 allof the Underwriters’ obligations under this agreement will immediatelyterminate.

 

8.                                       **OBLIGATIONSOF THE UNDERWRITERS**

 

8.1                                 **Notice ofShortfall Rights**

 

If, as at 4.00pm on the ShortfallNotification Date, the Company has not received Valid Applications in respectof all the Offer Securities, the Company must by 5:00pm on the ShortfallNotification Date (or such longer period agreed in writing by theUnderwriters), give a written notice to the Underwriters (the “**Shortfall Notice**”) specifying the number ofthe Offer Securities in respect of which Valid Applications have not beenaccepted and therefore the number of Rights which have not been exercised (thenumber of Rights so specified being the **ShortfallRights**).

 

8.2                                 **Certificateto Accompany Notice**

 

The Shortfall Notice given pursuant to clause8.1 must be accompanied by a Certificate.

 

8.3                                 **CertificateRepresentations and Warranties**

 

The Company:

 

(a)                                  representsand warrants in giving the Certificate under clause 8.2 that the ShortfallNotice specifying the number of Offer Securities in respect of which ValidApplications have not been accepted and therefore the number of ShortfallRights is true and accurate as at the date of the Shortfall Notice; and

 

(b)                                 undertakesto notify the Underwriters of any change in a material respect in any of thematters set out in the Certificate as soon as practicable after such changebecomes known to the Company if such change occurs before the extinguishment ofthe Underwriters’ liability under this agreement.

 

8.4                                 **Bookbuild**

 

(a)                                  Onreceipt of the Shortfall Notice the Underwriters will, during the BookbuildPeriod, offer the Shortfall Rights for sale via a bookbuild process todetermine demand for the Shortfall Rights at various possible sale prices.

 

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(b)                                 TheUnderwriters must offer each Shortfall Right for sale on condition that apurchaser of that Shortfall Right must exercise that Shortfall Right and paythe Company the Subscription Price in respect of that Shortfall Right on theSecond Allotment Date.

 

(c)                                  TheUnderwriters will advise the Company of the outcome of the bookbuild processreferred to in clause 8.4(a) by 8.00am on the First Allotment Date.  Having regard to the outcome of thebookbuild, the Sale Price and the number of Shortfall Rights sold will beagreed by the Company and the Underwriters having regard to the level of demandat different prices at which purchasers have bid for the Shortfall Rights, thequality of those bids and what price will enable the Underwriters to clear thebook.

 

(d)                                 TheCompany and the Underwriters will use their best endeavours to agree thepersons, to whom the Shortfall Rights will be allocated for sale.  If the Underwriters and the Company fail toso agree, the Underwriters may determine to whom the Shortfall Rights will beallocated for sale.

 

(e)                                  TheUnderwriters will be entitled to charge a commission of .25% of the SaleAmount.

 

8.5                                 **Paymentof Shortfall Amount and Sale Amount**

 

Unless:

 

(a)                                  thisdocument has been rescinded or terminated under clause 2 or in accordance withclause 10 on or before the Shortfall Notification Time;

 

(b)                                 theCompany has not complied with its obligations under clause 8.2,

 

eachUnderwriter must pay or procure payment to:

 

(a)                                  theCompany of 50% of the Shortfall Amount in cleared funds (less any amounts whichthat Underwriter is entitled to be paid or deduct under clause 9.4);

 

(b)                                 tothe Company of 50% of the Sale Amount (less the commission referred to inclause 8.4(e)) in cleared funds,

 

on or before10.00am on the Second Allotment Date.

 

For theavoidance of doubt, the parties acknowledge that it is not intended that the Underwriterswill acquire any beneficial ownership in the Shortfall Rights.

 

8.6                                 **Allotment ofShortfall**

 

On receipt ofthe Shortfall Amount (less any amounts which an Underwriter is entitled isentitled to be paid or deduct under clause 9.4), the Company must allot andissue the Shortfall Shares and dispatch new holding statements in respect ofthe Shortfall Shares in accordance with the Corporations Act and the ListingRules as soon as practicable after the Second Allotment Date.

 

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8.7                                 **RegulatoryImpediment**

 

EachUnderwriter must ensure that it does not acquire Shares in breach of theFinancial Sector (Shareholdings) Act or any other applicable law in fulfillingits obligations under this agreement and must, if necessary, procure othersubscribers for the Shortfall Shares if an acquisition by it would breach thoselaws.

 

8.8                                 **LiabilityExtinguished**

 

Upon clause8.5 being complied with by an Underwriter, the liability of that Underwriterunder this agreement with respect to underwriting the Rights Offer shall ceaseand be extinguished.

 

9.                                       **FEES, COSTS AND EXPENSES**

 

9.1                                 **Payment of fees**

 

Subject toclause 9.3, the Company must pay to each of the Underwriters on the SecondAllotment Date in immediately available funds:

 

(a)                                  anunderwriting fee of 0.30% of the Offer Amount; and

 

(b)                                 amanagement fee of 0.075% of the Offer Amount.

 

9.2                                 **Costs and****expenses**

 

(a)                                  Subjectto paragraph (b), in addition to the fees referred to in clause 9.1, theCompany must on receipt of notice from an Underwriter, pay or procure thepayment to that Underwriter (or as it directs) of all reasonable travel andout-of-pocket expenses and reasonable legal costs and disbursements incurred bythat Underwriter in relation to the preparation and execution of thisagreement.

 

(b)                                 Themaximum amount payable by the Company to all the Underwriters under paragraph(a) is limited to $250,000.

 

9.3                                 **Costs on termination**

 

In the eventthat:

 

(a)                                  theobligations of an Underwriter under this agreement is terminated pursuant toclause 2 or 10:

 

(i)                                     the Company shallnot be obliged to pay to that Underwriter the fee referred to in clause 9.1;and

 

(ii)                                  the Company shall beobliged to pay to that Underwriter within five Business Days of termination ofthe obligations of that Underwriter (to the extent that it has not already doneso) the costs, expenses and disbursements referred to in clause 9.2;

 

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(b)                                 theRights Offer does not proceed or is not completed for any reason:

 

(i)                                     the Company shallnot be obliged to pay the fee referred to in clause 9.1; and

 

(ii)                                  the Company shall beobliged to pay within 5 Business Days of the Rights Offer not proceeding orcompleting (to the extent it has not already done so) the costs, expenses anddisbursements referred to in clause 9.2.

 

9.4                                 **Set off**

 

An Underwritermay at any time on or after the Second Allotment Date apply any payment inrespect of an Offer Security received by an Underwriter, or a related bodycorporate of an Underwriter, by reason of delivery versus payment occurringthrough CHESS in respect of that Offer Security on the Second Allotment Date insatisfaction of the obligations of the Company under clauses 9.1 or 9.2.  To the extent the obligations of the Companyunder those clauses are not fully satisfied by such application, the Companywill not be relieved of its obligations under those clauses.  An Underwriter must promptly give writtennotice to the Company of any amounts set off by that Underwriter pursuant tothis clause 9.4.

 

10.                                 **EVENTS OFTERMINATION**

 

10.1                           **Right of termination**

 

Subject toclause 10.2 and 10.3, if any one or more of the following events occurs at anytime in the period from (and including) the date of this agreement to theShortfall Notification Time (or, in the case of a paragraph which specifies aparticular period, from (and including) the date of this agreement to (andincluding) the date or period referred to in the relevant paragraph), then atany time on or before the Shortfall Notification Time (or the particular periodspecified) either Underwriters may, terminate any of its obligations under thisagreement which have not been performed at that time (without cost or liabilityto themselves) by notice in writing to the Company (with a copy to the otherUnderwriter) specifying the relevant event:

 

(a)                                  (i)          **(ASX approval)** unconditional approval (orconditional approval, provided such condition would not, in the reasonableopinion of the Underwriters, have a material adverse effect on the success orsettlement of the Rights Offer) by the ASX for official quotation of the OfferSecurities is refused, or is not granted before the Shortfall Application Date(or such later date agreed in writing by the Underwriters in their absolute discretion)or is withdrawn on or before the Shortfall Application Date;

 

(ii)                                  **(withdrawal)** the Company withdraws theOffer Documents or the Rights Offer;

 

(iii)                               **(trading of Offer Securities)** the Companyis removed from the official list of ASX or the Shares cease to be quoted onASX;

 

(iv)                              **(Timetable)** any event specified in theTimetable is delayed for more than 5 Business Days without the prior approvalof the Underwriters; or

 

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(b)                                 (i)                                     **(Offer Documents)** an Offer Document, aSupplementary Offer Document or the Final Offer Document omits any materialrequired by the Corporations Act or any applicable law or contains a statementwhich is misleading or deceptive or otherwise fails to comply with theCorporations Act or any other applicable law;

 

(ii)                                  **(unauthorised alterations)** the Companyalters its share capital or its constitution in any material respect;

 

(iii)                               **(trading in Shares)** trading in Shares onASX is suspended (which for the avoidance of doubt does not include a tradinghalt) for more than 3 consecutive Business Days;

 

(iv)                              **(material contracts)** the AcquisitionAgreement is terminated (whether by breach or otherwise), rescinded, altered oramended in a material respect or any such contract is found to be void orvoidable;

 

(v)                                 **(compliance)** a contravention by the Companyof any provision of its constitution, the Corporations Act or any requirementof the ASX or any other applicable law (except to the extent that compliancewith any applicable law has been waived, or an exemption granted, by aGovernment Agency having authority to do so);

 

(vi)                              **(change of law)** there is introduced intothe Parliament of the Commonwealth of Australia or any State or Territory ofAustralia or the Federal or any State Congress in the United States or any newregulation is made under any law or a Government Agency adopts a policy, orthere is an official announcement on behalf of the Government of theCommonwealth of Australia or any State or Territory of Australia or the Federalor any State Congress in the United States or a Government Agency that such alaw or regulation will be introduced or policy adopted (as the case may be)(other than a law or regulation or policy which has been announced before thedate of this agreement); or

 

(vii)                           **(consent)** if any person whose consent tothe issue of the Prospectus is required by the Corporations Act refuses to givetheir consent prior to lodgment of the Prospectus with ASIC or withdraws theirconsent after lodgment of the Prospectus with ASIC;

 

(viii)                        **(breach)** the Company fails to perform orobserve any of its obligations under this agreement;

 

(ix)                                **(misrepresentation)**a Company Warranty isor becomes untrue or incorrect;

 

(x)                                   **(late lodgment)** the Company fails to lodgethe Prospectus with ASIC on or before the Lodgment Date (or such later dateagreed in writing by the Underwriters);

 

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(xi)                                **(ASIC)**

 

(A)                              ASICgives notice of an intention to hold a hearing or issues an order undersection 739(1) of the Corporations Act or an interim order undersection 739(3) of the Corporations Act;

 

(B)                                anapplication is made by ASIC for an order under Part 9.5 in relation to theProspectus or ASIC commences any investigation or hearing under Part 3 of the AustralianSecurities and Investments Commission Act 1989 (Cwlth) in relation to theProspectus;

 

(xii)                             **(certificate)** any Certificate which must begiven by the Company under this agreement is not given when required or astatement in that Certificate is untrue or incorrect in respect of events andcircumstances applicable as at the date the Certificate is given;

 

(xiii)                          **(market or trading disruption)** there is:

 

(A)                              asuspension or material limitation in trading in securities generally on ASX; or

 

(B)                                ageneral moratorium on commercial banking activities in Australia, the UnitedStates or the United Kingdom is declared by the relevant authorities, or thereis a material disruption in commercial banking or securities settlement orclearance services in those places;

 

(xiv)                         **(material adverse change)** there is amaterial adverse change in the financial position, results of operations orprospects of ANZ or of NBNZ from that reflected in the Offer Documents.

 

10.2                           **Exercise of rights**

 

No eventspecified in clause 10.1(b) shall entitle an Underwriter to exercise its rightsto terminate its obligations under this agreement pursuant to clause 10.1 orotherwise unless, in the reasonable opinion of that Underwriter, the event:

 

(a)                                  has,or is likely to have, a material adverse effect on the success or settlement ofthe Rights Offer; or

 

(b)                                 leads,or is likely to lead:

 

(i)                                     toa contravention by the Underwriter of, or the Underwriter being involved in acontravention of, the Corporations Act or any other applicable law; or

 

(ii)                                  toa liability for the Underwriter under the Corporations Act or any otherapplicable law.

 

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10.3                           **BankingMoratorium Event**

 

If a BankingMoratorium Event occurs at any time during the period from the date of thisagreement to the Shortfall Notification Time and as a direct or indirect resultof the occurrence of the Banking Moratorium Event:

 

(a)                                  theCompany is prevented from, or delayed in, performing its obligations underclause 7.6;

 

(b)                                 paymentswhich the Company has arranged with the relevant financial institutions toclear under clause 7.6 are not cleared;

 

(c)                                  deliveryversus payment is prevented from occurring through CHESS on the SecondAllotment Date; or

 

(d)                                 theUnderwriters are prevented from, or delayed in, performing their obligationsunder clause 8.5,

 

then:

 

(e)                                  theobligations of the parties under this agreement are suspended to the extent towhich they are effected by the relevant Banking Moratorium Event as long as theBanking Moratorium Event continues; and

 

(f)                                    inaddition to the requirements of clause 10.2, an Underwriter may not terminateits obligations under this agreement, unless the Banking Moratorium Eventcontinues for more than 5 Business Days.

 

10.4                           **Claims**

 

Nothing containedin this clause 10 shall prejudice or nullify any claim for damages or otherright which the Underwriters or any other Indemnified Party (as defined inclause 6.1) may have against the Company, or which the Company may have againstthe Underwriters, for or arising out of any breach of covenant, warranty orrepresentation or failure to observe or perform an obligation under thisagreement.

 

10.5                           **Notification**

 

The Companymust notify the Underwriters in writing immediately after becoming aware thatan Event of Termination has occurred.

 

10.6                           **Effect oftermination**

 

(a)                                  Inthe event that:

 

(i)                                     anUnderwriter terminates its obligations under this agreement pursuant to clause10.1 (the **Terminating Underwriter**);or

 

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(ii)                                  anUnderwriter refuses to waive fulfilment of a condition under clause 2.4 (a **Non-waiving Underwriter**)

 

theTerminating Underwriter or the Non-waiving Underwriter shall thereupon berelieved of its obligations under this agreement and shall be entitled toreimbursement in accordance with clause 9.3.

 

(b)                                 Theexercise by the Terminating Underwriter of its rights upon the happening of anevent specified in clause 10.1 or the refusal of a Non-waiving Underwriter towaive a condition under clause 2.4 does not automatically terminate theobligations of the other Underwriter (the **RemainingUnderwriter**).

 

(c)                                  Ifthe Terminating Underwriter gives notice to the Remaining Underwriter of itsintention to terminate its obligations under this agreement upon the happeningof an event specified in clause 10.1, the Remaining Underwriter must elect bynotice in writing to the Terminating Underwriter and the Company within 2Business Days of receipt of such notice to:

 

(i)                                     alsoterminate its obligations under this agreement as a result of the happening ofthat event; or

 

(ii)                                  assumethe obligations of the Terminating Underwriter under this agreement.

 

If theRemaining Underwriter fails to give notice under this clause 10.5(c) it shallbe treated as having also terminated its obligations under this agreement.

 

(d)                                 Ifthe Non-waiving Underwriter gives notice of its intention to refuse to waivefulfilment of a condition under clause 2.4, the Remaining Underwriter mustelect by notice in writing to the Non-waiving Underwriter and the Companywithin 2 Business Days of receipt of such notice:

 

(i)                                     toalso terminate its obligations under this agreement as a result of the failureto fulfil that condition; or

 

(ii)                                  toassume the obligations of the Non-waiving Underwriter under this agreement.

 

If theRemaining Underwriter fails to give notice under this clause 10.6(d) it shallbe treated as having also terminated its obligations under this agreement.

 

(e)                                  Terminationof this agreement by the Terminating Underwriter but not by the RemainingUnderwriter will not affect the rights or obligations of the RemainingUnderwriter under this agreement except that if the Remaining Underwriter givesnotice under paragraph (c) that it will assume the obligations of theTerminating Underwriter under this agreement the Remaining Underwriter will beentitled to the fee under clause 9.1 which would have been payable to theTerminating Underwriter.

 

(f)                                    Therefusal to waive the fulfilment of a condition under clause 2.4 by aNon-waiving Underwriter but not by the Remaining Underwriter will not affectthe rights or obligations of the Remaining Underwriter under this agreementexcept

 

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that if theRemaining Underwriter gives notice under paragraph (d) that it will assume theobligations of the Non-waiving Underwriter under this agreement the RemainingUnderwriter will be entitled to the fee under clause 9.1 which would have beenpayable to the Non-waiving Underwriter.

 

11.                                 **ADVERTISINGAND PUBLIC ANNOUNCEMENTS**

 

11.1                           **Promotion of Offer**

 

The Companymust at its own cost provide such assistance in connection with the promotion,advertising and marketing of the Rights Offer as is reasonably required by theUnderwriters from time to time.  Thecontent and other details of any Publication must be agreed between the Companyand the Underwriters prior to any statement or release.

 

11.2                           **Responsibilityfor promotion**

 

The Company isfully responsible for:

 

(a)                                  thecontents of any promotional material relating to the Rights Offer except wherethe content of that promotional material has not been agreed under clause 11.1;and

 

(b)                                 allannouncements and disclosures in respect of the Rights Offer which have beenagreed between the Company and the Underwriters.

 

11.3                           **Disclosure**

 

The Companyagrees that subject to any disclosure required by the Corporations Act or theListing Rules or any other applicable law it must not make any public or mediaannouncement or disclosure in relation to the Rights Offer or the Acquisition,its progress or the results of the Rights Offer without the prior approval ofthe Underwriters which must not be unreasonably withheld or delayed.

 

12.                                 **ACCESS TOINFORMATION**

 

12.1                           **Access andinformation**

 

Subject toentering into any appropriate confidentiality undertakings, the Company agreesto allow the Underwriters and their appropriate officers reasonable access toits books and records at all reasonable times upon reasonable notice:

 

(a)                                  beforethe Second Allotment Date;

 

(b)                                 duringany regulatory inquiry or litigation proceedings in relation to the RightsOffer

 

to enable theUnderwriters to obtain any information which the Underwriters reasonablyrequire in relation to the Rights Offer.

 

12.2                           **ASX and ASIC**

 

Withoutlimiting the generality of clause 12.1, the Company must promptly give theUnderwriters copies of notifications to and approvals of ASX, NZSE and ASIC orany

 

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otherregulatory body relating to the Offer Documents, evidence of any lodging of theProspectus and any other similar material relating to the Rights Offer.

 

12.3                           **Due diligencematerials**

 

The Companymust provide the Underwriters with full and free access to, and on request,copies of, the Due Diligence Report, the Verification Materials and allmaterials and documents used or created in connection with the preparation ofthe Due Diligence Report and the Verification Materials and must maintain thosematerials and documents for at least six years from the Second Allotment Datefor that purpose.

 

13.                                 **GST**

 

13.1                           **Definiti****ons**

 

Words definedin the *A New Tax System (Goods and ServicesTax) Act*1999 (Cth) have the same meaning in this clause.

 

13.2                           **GST payablein addition to fees**

 

In addition topaying the fees, costs, expenses and disbursements referred to in clauses 9.1and 9.2 (which are exclusive of GST) and in addition to any other amounts, theCompany must:

 

(a)                                  pay to an Underwriteran amount equal to any GST payable on any supply by that Underwriter under orin connection with this agreement, without deduction or set-off of any otheramount; and

 

(b)                                 make that payment:

 

(i)                                     as and when thefees, costs, expenses and disbursements referred to in clauses 9.1 and 9.2 orother consideration or part of it must be paid or provided; and

 

(ii)                                  if later, such latertime being not more than 5 Business Days after a tax invoice has been issued byan Underwriter

 

provided thatbefore that payment is due to be made that Underwriter has given a tax invoiceto the Company in respect of the GST so payable.

 

13.3                           **GST on claims andexpenses**

 

Withoutlimiting the operation of clause 13.2:

 

(a)                                  if a payment tosatisfy a claim or a right to claim under or in connection with this agreement(for example, for misleading or deceptive conduct or for misrepresentation orfor a breach of any warranty or for indemnity or for reimbursement of any costor expense) or any other payment made under or in connection with thisagreement which is not covered by clause 13.2 gives rise to a liability to payGST, the payer must pay, and indemnify the payee against the amount of thatGST; and

 

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(b)                                 if a party has a claim under or inconnection with this agreement for a cost or expense on which that party mustpay GST, the claim is for the cost or expense plus all GST except any GST forwhich that party is entitled to an input tax credit.

 

14.                                 **NOTICES**

 

14.1                           **How to give a notice**

 

A notice, consent or other communication under this document is onlyeffective if it is:

 

(a)                                  in writing, signed by or on behalf of theperson giving it;

 

(b)                                 addressed to the person to whom it is to begiven; and

 

(c)                                  either:

 

(i)                                     delivered or sent by pre-paid mail (byairmail, if the addressee is overseas) to that person’s address; or

 

(ii)                                  sent by fax to that person’s fax number andthe machine from which it is sent produces a report that states that it wassent in full.

 

14.2                           **When a notice is given**

 

A notice, consent or other communication that complies with this clauseis regarded as given and received:

 

(a)                                  if it is delivered or sent by fax:

 

(i)                                     by 5:00pm (local time in the place ofreceipt) on a Business Day - on that day; or

 

(ii)                                  after 5:00pm (local time in the place ofreceipt) on a Business Day, or on a day that is not a Business Day - on thenext Business Day; and

 

(b)                                 if it is sent by mail - on actual receipt.

 

14.3                           **Address for notices**

 

A person’s address and fax number are those set out below, or as theperson notifies the sender:

 
| **Company**                                                  |   |                                                                       |
|--------------------------------------------------------------|--------|----------------------------------------------------------------------------|
| Address:                                                     |   | Level 6, 100 Queen Street, Melbourne, Victoria, 3000                       |
| Fax number:                                                  |   | (03) 9273 1203                                                             |
| Attention:                                                   |   | Mike Dontschuk, Group Treasurer                                            |
|                                                         |   |                                                                       |
| **Morgan Stanley Dean Witter Australia  Securities Limited** |
| Address:                                                     |   | Level 38, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000,  Australia |
| Fax number:                                                  |   | +61 2 9770 1129                                                            |
| Attention:                                                   |   | Rick Ball/Matt Hanning                                                     |

 

 

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| **Citigroup Global Markets Australia Pty  Limited** |
|-----------------------------------------------------|
| Address:                                            |   | Citigroup Centre, 2 Park Street, Sydney NSW 2000, Australia |
| Fax Number:                                         |   | 61 2 8225 5410 |
| Attention:                                          |   | Chris Scougall/Mark Bartels |

 

15.                                 **AMENDMENT AND ASSIGNMENT**

 

15.1                           **Amend****ment**

 

This agreement can only beamended, supplemented, replaced or novated by another agreement signed by theparties.

 

15.2                           **Assignment**

 

A party may only dispose of,declare a trust over or otherwise create an interest in its rights under thisagreement with the consent of the other parties.

 

16.                                 **GENERAL**

 

16.1                           **Governinglaw**

 

(a)                                  This agreement is governed by the law inforce in Victoria.

 

(b)                                 Each party submits to the non-exclusivejurisdiction of the courts exercising jurisdiction in Victoria, and any courtthat may hear appeals from any of those courts, for any proceedings inconnection with this agreement, and waives any right it might have to claimthat those courts are an inconvenient forum.

 

16.2                           **Giving effect to this agreement**

 

Each party must do anything(including execute any document), and must ensure that its employees and agentsdo anything (including execute any document), that the other party mayreasonably require to give full effect to this agreement.

 

16.3                           **Waiverof rights**

 

A right may only be waived inwriting, signed by the party giving the waiver, and:

 

(a)                                  no other conduct of a party (including afailure to exercise, or delay in exercising, the right) operates as a waiver ofthe right or otherwise prevents the exercise of the right;

 

(b)                                 a waiver of a right on one or more occasionsdoes not operate as a waiver of that right if it arises again; and

 

(c)                               the exercise of a right does not prevent anyfurther exercise of that right or of any other right.

 

16.4                           **Operation of this agreement**

 

(a)                                  This agreement contains the entire agreementbetween the parties about its subject matter. Any previous understanding, agreement, representation or warranty

 

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relating tothat subject matter is replaced by this agreement and has no further effect.

 

(b)                                 Any right that aperson may have under this agreement is in addition to, and does not replace orlimit, any other right that the person may have (including, for the avoidanceof doubt, in the case of Morgan Stanley any right it may have to be indemnifiedby the Company in respect of its role as financial adviser in connection with apossible acquisition, merger or other business combination with NBNZ under itsmandate letter dated 16 October 2003 and the indemnity from the Company dated30 July 2003.).  For the avoidance ofdoubt Morgan Stanley’s right to be indemnified in respect of its roles as underwriterand joint lead manager of the Rights Offer is governed entirely by thisagreement.

 

(c)                                  Any provision of thisagreement which is unenforceable or partly unenforceable is, where possible, tobe severed to the extent necessary to make this agreement enforceable, unlessthis would materially change the intended effect of this agreement.

 

16.5                           **Inconsistencywith other documents**

 

If thisagreement is inconsistent with any other document or agreement between theparties, this agreement prevails to the extent of the inconsistency.

 

16.6                           **Time is of theessence**

 

Time is of theessence of this agreement.

 

16.7                           **Counterparts**

 

This agreementmay be executed in counterparts.

 

16.8                           **Attorneys**

 

Each personwho executes this agreement on behalf of a party under a power of attorneydeclares that he or she is not aware of any fact or circumstance that mightaffect his or her authority to do so under that power of attorney.

 

16.9                           **Operation ofIndemnities**

 

(a)                                  Eachindemnity in this agreement survives the expiry or termination of thisagreement.

 

(b)                                 A party may recover apayment under an indemnity in this agreement before it makes the payment inrespect of which the indemnity is given.

 

16.10                     **Discretionin exercising rights**

 

A party mayexercise a right or remedy or give or refuse its consent in any way it considersappropriate (including by imposing conditions) unless this agreement expresslystates otherwise.

 

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17.                                 **DISPUTE RESOLUTION**

 

17.1                           **Procedurefor resolving disputes**

 

(a)                                  The Company and theUnderwriters agree that all disputes between any of them or all of themrelating to or arising out of this agreement **(Disputes)**shall be resolved in accordance with this clause 17.

 

(b)                                 It is a conditionprecedent to the referral of a Dispute to litigation under clause 17.7 that theparties to the Dispute first refer the Dispute to mediation in accordance withthis clause 17.

 

17.2                           **Mediation**

 

The expression mediation means a process in which a person **(a mediator)** independent of the parties facilitates anegotiation between the parties with the aim of reaching a binding agreement asa solution to the Dispute.

 

17.3                           **Not****ice**

 

If a Disputearises then any party to the Dispute may give notice to the other parties tothe Dispute which notice must:

 

(a)                                  be in writing;

 

(b)                                 state that it is anotice under this clause 17.3; and

 

(c)                                  include or beaccompanied by reasonable particulars of the Dispute.

 

17.4                           **Appointment ofMediator**

 

(a)                                  If a notice is givenunder clause 17.3, then the parties which either gave or received a notice musttogether appoint a mediator within 5 Business Days of the giving of a mediationnotice under clause 17.3. If they do not agree within that time as to theperson to be appointed they must apply to the Chairman (or his or her delegate)for the time being of the Victorian Bar Council (or its successor body).  The mediation must be conducted inaccordance with the Victorian Bar Dispute Resolution Scheme.

 

(b)                                 The parties to themediation must pay the appointment fee fixed by the Victorian Bar Council,promptly sign whatever reasonable terms of engagement the mediator requires anduse reasonable endeavours acting in good faith to resolve the dispute.

 

17.5                           **Confidentiality**

 

The partiesmust at all times maintain confidentiality about any matter arising in the mediation,except to the extent that the matter is already public, or to the extent agreedbetween the parties, or as required by law.

 

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17.6                           **Privilegeddiscussions**

 

(a)                                  All discussions andnegotiations during the mediation are on a privileged, “without prejudice”basis except to the extent that the parties waive privilege in whole or in partby written agreement.

 

(b)                                 A party to themediation must not:

 

(i)                                     refer in anysubsequent proceedings to any such privileged discussions and negotiations;

 

(ii)                                  require the mediatorto do so;

 

(iii)                               have access to any ofthe mediator’s notes; or

 

(iv)                              call the mediator as awitness in any proceedings.

 

17.7                           **Litigation**

 

If a Disputeis not resolved within 30 Business Days after the date on which the noticeunder clause 17.3 is received (or such later date as the parties to the Disputemay agree), any party to the Dispute may commence proceedings for theresolution of the Dispute.

 

17.8                           **Costs**

 

(a)                                  Each party to amediation must bear its own costs in connection with the mediation proceedings.

 

(b)                                 The costs of themediator must be borne equally between the parties to the mediation, unlessotherwise agreed.

 

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**SCHEDULE1**

 

**CERTIFICATE**

 

 
| To:        |   |                         |
|------------|--------|------------------------------|
|       |   |                         |
|       |   |                         |
|       |   | Morgan  Stanley              |
|       |   | Citigroup                    |
|       |   |                         |
| Attention: |   | Rick  Ball/Matt Hanning      |
|       |   | Chris  Scougall/Mark Bartels |

 

We herebycertify on behalf of Australia and New Zealand Banking Group Limited (the **Company**) that the following statements are,to the best of our knowledge having made due inquiries of all of the directorsand the Chief Financial Officer of the Company, true and not misleading ordeceptive:

 

(a)                                  each of theconditions set out in clause 2.1 has been satisfied or otherwise waived by theUnderwriters;

 

(b)                                 the Company hascomplied with all of its obligations in respect of the Rights Offer whetherarising under the Underwriting Agreement, the Corporations Act, the ListingRules, the Offer Documents or the Timetable;

 

(c)                                  the Company Warrantiesare true and correct as at the date of this certificate in respect of the factsand circumstances existing as at that date except to the extent previouslynotified to the Underwriters under clause 4.6(a); and

 

(d)                                 no event has occurredwhich the Company is required to announce under the Listing Rules or Chapter6CA of the Corporations Act which if not made generally available may result inany person contravening Division 3 of Part 7.10 of the Corporations Act;

 

(e)                                  no Event ofTermination has occurred.

 

For thepurposes of this Certificate:

 

(a)                                  **“Underwriting Agreement”** means theunderwriting agreement for the issue of Offer Securities dated on or about 24October 2003 between Morgan Stanley and Citigroup and the Company; and

 

(b)                                 words and expressionsused shall have the meanings ascribed to them in the Underwriting Agreement.

 

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**SCHEDULE2**

 

**TIMETABLE**

 
| **Event**                                                                        |   | **Date**         |
|----------------------------------------------------------------------------------|--------|------------------|
|                                                                             |   |             |
| Announcement  of Rights Issue  Commence Trading Halt  Lodge Appendix 3B          |   | 24 October 2003  |
|                                                                             |   |             |
| Lodgment  Date                                                                   |   | 24 October 2003  |
|                                                                             |   |             |
| First day of  trading after trading halt                                         |   | 28 October 2003  |
|                                                                             |   |             |
| Ex trading  commences  Rights trading commences                                  |   | 29 October 2003  |
|                                                                             |   |             |
| Record Date  (7.00pm)                                                            |   | 31 October 2003  |
|                                                                             |   |             |
| Dispatch of  Prospectus with Entitlement and Acceptance Forms                    |   | 3 November 2003  |
|                                                                             |   |             |
| Opening Date  for the Rights Offer                                               |   | 3 November 2003  |
|                                                                             |   |             |
| Rights  Trading ends                                                             |   | 17 November 2003 |
|                                                                             |   |             |
| Deferred  Settlement Trading commences                                           |   | 18 November 2003 |
|                                                                             |   |             |
| Closing Date  for the Rights Offer                                               |   | 24 November 2003 |
|                                                                             |   |             |
| Shortfall  Notification Date – Shortfall Notice and Certificate to be given |   | 27 November 2003 |
|                                                                             |   |             |
| First  Allotment Date                                                            |   | 28 November 2003 |
|                                                                             |   |             |
| Shortfall  Application Date                                                      |   | 3 December 2003  |
|                                                                             |   |             |
| Second  Allotment Date                                                           |   | 3 December 2003  |

 

39

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**SCHEDULE 3**

 

**WARRANTIES**

 

**Part 1: The Parties**

 

1.                                       **Capacity**

 

1.1                                 **(status)** It is a company limited by sharesunder the Corporations Act.

 

1.2                                 **(capacity)** It has full legal capacity andpower to enter into this agreement and to carry out the transactions that thisagreement contemplates.

 

1.3                                 **(corporate authority)** It has taken allcorporate action that is necessary or desirable to authorise its entry intothis agreement and its carrying out the transactions that this agreementcontemplates.

 

1.4                                 **(Authorisation)** It holds each Authorisationthat is necessary to:

 

(i)                                     execute thisagreement and to carry out the transactions that this agreement contemplates;

 

(ii)                                  ensure that thisagreement is legal, valid, binding and admissible in evidence; and

 

(iii)                               enable it to properlycarry on its business,

 

and it is complying with any conditions to which any of theseAuthorisations is subject except, in the case of the Company, as may berequired under U.S state securities (or Blue Sky) laws in connection with thedistribution of the Rights or the distribution or purchase of the OfferSecurities by the Underwriters.

 

1.5                                 **(agreement effective)** This agreementconstitutes its legal, valid and binding obligations, enforceable against it inaccordance with its terms subject to any necessary stamping or registration.

 

1.6                                 **(no contravention)** Neither its execution ofthis agreement nor the carrying out by it of the transactions that thisagreement contemplates, does or will:

 

(a)                                  contravene any law towhich it is subject or any order of any Government Agency that is binding onit;

 

(b)                                 contravene anyAuthorisation;

 

(c)                                  contravene anyundertaking or instrument binding on it; or

 

(d)                                 contravene itsconstitution

 

except, in the case of the Company, as may be required under U.S statesecurities (or Blue Sky) laws in connection with the distribution of the Rightsor the distribution or purchase of the Offer Securities by the Underwriters.

 

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**Part 2: Company**

 

1.                                       **Rights Offer**

 

1.1                                 **(Offer Documents)** The Offer Documents:

 

(a)                                  comply with allapplicable laws, including the Corporations Act (as varied by any modificationof, or any exemption from, the Corporations Act given by ASIC pursuant to theCorporations Act);

 

(b)                                 unless theUnderwriters otherwise consent in writing, will be issued in the forminitialled by the Company and the Underwriters (and in no other form);

 

(c)                                  will not contain astatement which is misleading or deceptive and will not be one from which thereis an omission of information required by the Corporations Act or any otherapplicable law;

 

(d)                                 will not be misleadingor deceptive and will not be likely to mislead or deceive.

 

1.2                                 **(conduct)** It has not engaged in, and willnot engage in, conduct that is misleading or deceptive or which is likely tomislead or deceive in connection with the issue of the Offer Documents or themaking of the Rights Offer.

 

1.3                                 **(publicity)** At the time of publication, aPublication shall:

 

(a)                                  not be misleading ordeceptive or be likely to mislead or deceive; and

 

(b)                                 comply with allapplicable laws.

 

1.4                                 **(Certificate)** The contents of eachCertificate given under this agreement will be true and correct as at the datethe Certificate is given.

 

1.5                                 **(Offer Securities)** The Offer Securitieswill be validly issued and allotted free from all liens, charges and otherencumbrances.

 

1.6                                 **(continuously quoted securities)** The OfferSecurities are “continuously quoted securities” for the purposes ofsection 713(1)(a) of the Corporations Act and no determination has beenmade by ASIC under section 713(6) of the Corporations Act so as to entitlethe Company to issue a prospectus that complies with section 713 of theCorporations Act.

 

2.                                       **Due Diligence**

 

2.1                                 **(due diligence)** The Due Diligence Programwill be properly implemented and fully carried out in accordance with thePlanning Memorandum, statements contained in the Offer Documents will beverified by appropriately qualified persons, the Due Diligence Results will bethe results of the investigations described in the Planning Memorandum and theVerification Material will contain the material collected to verify thestatements made in the Offer Documents (and will be accurate in all materialrespects).

 

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2.2                                 **(ongoing due diligence)** It will continuethroughout the Offer Period to conduct the Due Diligence Program substantiallyin accordance with the Planning Memorandum.

 

3.                                       **Compliance**

 

3.1                                 **(no contravention of disclosure obligations)**It is not in breach of, and will not during the Offer Period breach, Chapter6CA of the Corporations Act or any provision of Chapter 3 of the Listing Rules.

 

3.2                                 **(no contravention)** It (or any of itsrelated bodies corporate) has not contravened, and before the expiry of theOffer Period will not contravene, in any material respect, any provision of itsconstitution, the Corporations Act (as varied by any modification of, orexemption from, Corporations Act given by ASIC pursuant to section 741 of theCorporations Act) and any other applicable law (except, in the case of aListing Rule, where compliance with that Listing Rule has been waived inwriting by ASX or any agreement binding on it).

 

4.                                       **US Warranties**

 

4.1                                 **(no general solicitation)** None of it or, anyof its Affiliates, or any person acting on its or any of its Affiliates behalf(other than the Underwriters or any of their Affiliates or any person acting onbehalf of any of them, as to whom the Company makes no representation) hasoffered or sold (or will offer or sell) any Rights or Offer Securities in theUnited States using any form of general solicitation or general advertisementwithin the meaning of Rule 502(c) under the US Securities Act.

 

4.2                                 **(no directed selling efforts)** With respectto those Rights or Offer Securities sold in reliance on Regulation S under theUS Securities Act, none of it, any of its Affiliates or any person acting onits or any of its Affiliates behalf (other than the Underwriters or any oftheir Affiliates or any person acting on behalf of any of them, as to whom theCompany makes no representation) has engaged nor will it engage in any directedselling efforts within the meaning of Rule 902(c) under the US Securities Act.

 

4.3                                 **(no integration)** It has not solicited anyoffer to buy or offered to sell, and will not solicit any offer to buy or offerto sell, in the United States or to any U.S. person, any security which is orwould be integrated with the distribution of the Rights or the sale of theOffer Securities in a manner that would require the Offer Securities to beregistered under the US Securities Act.

 

4.4                                 **(no registration)** Subject to compliance bythe Underwriters with their obligations under this agreement, it is notnecessary in connection with the initial offer, sale and delivery of the Rightsor Offer Securities in the manner contemplated by this agreement to registerthe Offer Securities under the US Securities Act.

 

4.5                                 **(investment company)** It is not, and uponthe allotment of the Offer Securities and the application of the net proceedsfrom the allotment of the Offer Securities will not be, required to register asan “investment company” under the US Investment Company Act of 1940, asamended.

 

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4.6                                 **(independent accountants)** The accountantswho certified the financial statements and supporting schedules included in theOffer Documents are independent certified public accountants with respect toANZ and its Related Corporations under Australian Statement of AuditingPractice AUP 32 “Audit Independence” and The Institute of Chartered Accountantsin Australia’s Code of Professional Conduct.

 

**Part 3: The Underwriters**

 

1.                                       **United States**

 

1.1                                 **(QIB)** It is a QIB or it is not a US Person.

 

1.2                                 **(general solicitation)** It and each of itsAffiliates and each person acting on behalf of it or its Affiliates has notoffered, sold, or solicited offers for or offered to sell, and will not offer,sell, solicit offers for or offer to sell, the Rights or the Offer Securitiesin the United States or to, or for the account or benefit of, US Persons usingany form of general solicitation or general advertising within the meaning ofRule 502(c) under the US Securities Act.

 

1.3                                 **(Broker-dealer)** All offers and sales ofRights or Offer Securities in the United States by it and any of its Affiliatesand each person acting on behalf of it or its Affiliates will be effected onlyin accordance with all applicable U.S. broker-dealer requirements.

 

1.4                                 **(non-registration)** It understands that theRights and the Offer Securities have not been, and will not be, registeredunder the US Securities Act and may not be offered or sold in the United Statesto, or for the account or benefit of, US Persons (except in transactions exemptfrom the registration requirements of the US Securities Act and the laws of anystate or other jurisdiction in the United States).

 

1.5                                 **(directed selling efforts)** With respect toRights or Offer Securities to be offered and sold outside the United States inreliance on Regulation S, it, its Affiliates and each person acting on behalfof it or its Affiliates has not engaged, and will not engage, in any “directedselling efforts” within the meaning of Rule 902(c) under the US Securities Act.

 

1.6                                 **(Restrictions on Offers)**:

 

(a)                                  with respect tooffers and sales of Rights or Offer Securities within the United States, it,and its Affiliates and any person acting on its behalf, will offer and sellsuch Rights or Offer Securities in the United States only to a limited numberof persons that it reasonably believes to be QIBs and will deliver to each suchQIB the Final Offer Documents, as amended or supplemented, and an InstitutionalAcceptance, in which QIBs confirm the representations and warranties set forthunder the section “Transfer Restrictions – U.S. Purchasers” in thePreliminary International Institutional Supplement and it will not sell OfferSecurities to any U.S. person who has not executed an Investor RepresentationLetter or an Institutional Acceptance;

 

43

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(b)                                 with respect to offersand sales outside the United States, such Underwriter and its Affiliates hasoffered the Rights and the Offer Securities, and will offer and sell the Rightsand the Offer Securities, to non-U.S. persons only in compliance withRegulation S and only to persons that have signed and delivered to theUnderwriters an Application in accordance with the Prospectus.  With respect to those Rights and OfferSecurities sold in reliance on Regulation S, none of the Underwriter and itsAffiliates or any person acting on any of their behalf has engaged or willengage in any directed selling efforts within the meaning of Regulation S.

 

1.7                                 **(restrictions on resale)** It, its Affiliatesand any person acting on its behalf, at or prior to confirmation of sales ofthe Offer Securities will have sent to each non-US Person that is adistributor, dealer or person receiving a selling concession, fee or otherremuneration that purchases Offer Securities from it from the date of thisagreement until 40 days after the Second Allotment Date, a confirmation ornotice to substantially the following effect:

 

“The Shares covered hereby have not been registered under the USSecurities Act of 1933 (“US Securities Act”) and may not be offered and soldwithin the United States or to, or for the account or benefit of, any US Person(i) as part of their distribution at any time or ii) otherwise until 40 daysafter the Second Allotment Date, except in either case in accordance withRegulation S (or Rule 144A if available) under the US Securities Act.

 

Terms used above have the meaning given to them by Regulation S underthe US Securities Act.”; and

 

1.8                                 **(Sales in US)** It and its Affiliates willnot offer or sell in the United States any Offer Securities it is required tosubscribe for or which are allotted to it pursuant to this agreement.

 

2.                                       **General**

 

2.1                                 **(Compliance)** The distribution of Rights andeach offer and sale of Offer Securities by it and its Affiliates and any personacting on its or their behalf shall be made only in accordance with thedirections of the Company with respect to the applicable legal and otherrequirements of the jurisdiction in which the offer or sale is made.

 

2.2                                 **(Licences)** Each Underwriter holds asecurities dealers licence issued by ASIC.

 

44

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**EXECUTED** as anagreement.

 
| **EXECUTED** by **AUSTRALIA AND NEW  ZEALAND BANKING GROUP  LIMITED** under power of attorney in the  presence of:         |                      |
|----------------------------------------------------------------------------------------------------------------------------|---------------------------|
|                                                                                                                       |                      |
| /s/ S. Dulhunty                                                                                                            |                      | /s/ D. Valentine |   |
| Signature of Witness                                                                                                       | Signature of attorney     |
|                                                                                                                       |                      |
|                                                                                                                       |                      |
| Sarah Dulhunty                                                                                                             |                      | David Valentine |   |
| Name                                                                                                                       | Name                      |
|                                                                                                                       | 23 October 2003      |   |
|                                                                                                                       | Date of power of attorney |
|                                                                                                                       |                      |
|                                                                                                                       |                      |
| **EXECUTED** by **MORGAN STANLEY  DEAN WITTER AUSTRALIA  SECURITIES LIMITED** under power of  attorney in the presence of: |                      |
|                                                                                                                       | Signature of attorney     |
|                                                                                                                       |                      |
| /s/ K. Evans Cullen                                                                                                        |                      | /s/ M. Hanning |   |
| Signature of witness                                                                                                       | Name                      |
|                                                                                                                       |                      |
| Karen Evans Cullen                                                                                                         |                      | 21  October 2003 |   |
| Name                                                                                                                       | Date of power of attorney |

 

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| **SIGNED** for **CITIGROUP GLOBAL  MARKETS AUSTRALIA PTY LIMITED**under power of attorney in the presence of: | /s/ Philip Holt           |                  |
|---------------------------------------------------------------------------------------------------------------|---------------------------|-----------------------|
|                                                                                                          | Signature of attorney     |
|                                                                                                          |                      |
|                                                                                                          |                      |
| /s/ S. Dulhunty                                                                                               |                      | PHILIP HOLT           |   |
| Signature of witness                                                                                          | Name                      |
|                                                                                                          |                      |
| Sarah Dulhunty                                                                                                |                      | 23  OCTOBER 2003 |   |
| Name                                                                                                          | Date of power of attorney |

 

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