**Exhibit 4.1.1**
|  | **LIMITED  LIABILITY PARTNERSHIP** |
|--|------------------------------------|

 

**CONFORMEDCOPY**

25 SEPTEMBER 2006

 

 

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED**

**(AUSTRALIANBUSINESS NUMBER 11 005 357 522)**

(as **Issuer**)

**ANZNATIONAL BANK LIMITED**

(formerly ANZ BankingGroup (New Zealand) Limited and comprising the statutory amalgamation with The National Bank of New Zealand Limited)

(as **Issuer** and **Guarantor** of Notes issued by ANZ National (Int’l) Limited)

**ANZNATIONAL (INT’L) LIMITED**

(formerly NBNZInternational Limited)

(as **Issuer**)

**DEUTSCHEBANK AG, LONDON BRANCH**

(as Fiscal Agent,Calculation Agent, Paying Agent and Transfer Agent)

**DEUTSCHEBANK TRUST COMPANY AMERICAS**

(as Registrar andTransfer Agent)

 

**AMENDEDAND RESTATED AGENCY AGREEMENT**

relating to

**U.S.$45,000,000,000**

**EuroMedium Term Note Programme**

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**CONTENTS**
| Clause     | ** **                                                     | **Page** |
|------------|----------------------------------------------------------------|----------|
|       |                                                           |     |   |
| 1.         | Definitions and Interpretation                                 |     | 1 |
|       |                                                           |     |   |
| 2.         | Appointment and Duties                                         |     | 6 |
|       |                                                           |     |   |
| 3.         | Issue of Notes and Certificates                                |     | 8 |
|       |                                                           |     |   |
| 4.         | Payment                                                        |     | 12 |
|       |                                                           |     |   |
| 5.         | Repayment                                                      |     | 14 |
|       |                                                           |     |   |
| 6.         | Early Redemption and Exercise of Options                       |     | 14 |
|       |                                                           |     |   |
| 7.         | Cancellation, Destruction, Records and Reporting  Requirements |     | 16 |
|       |                                                           |     |   |
| 8.         | Coupon Sheets                                                  |     | 17 |
|       |                                                           |     |   |
| 9.         | Replacement Notes, Certificates, Receipts, Coupons  and Talons |     | 17 |
|       |                                                           |     |   |
| 10.        | Additional Duties of the Transfer Agents                       |     | 18 |
|       |                                                           |     |   |
| 11.        | Additional Duties of the Registrar                             |     | 19 |
|       |                                                           |     |   |
| 12.        | Regulations Concerning Registered Notes                        |     | 19 |
|       |                                                           |     |   |
| 13.        | Documents and Forms                                            |     | 19 |
|       |                                                           |     |   |
| 14.        | Duties of Calculation Agent                                    |     | 20 |
|       |                                                           |     |   |
| 15.        | Fees and Expenses                                              |     | 21 |
|       |                                                           |     |   |
| 16.        | Indemnity                                                      |     | 21 |
|       |                                                           |     |   |
| 17.        | General                                                        |     | 22 |
|       |                                                           |     |   |
| 18.        | Changes in Agents                                              |     | 23 |
|       |                                                           |     |   |
| 19.        | Communications                                                 |     | 25 |
|       |                                                           |     |   |
| 20.        | Notices                                                        |     | 26 |
|       |                                                           |     |   |
| 21.        | Governing Law, Jurisdiction and Service of Process             |     | 26 |
|       |                                                           |     |   |
| SCHEDULE 1 | FORMS OF TEMPORARY GLOBAL NOTE                                 |     | 29 |
|       | PART A - ANZBGL TEMPORARY GLOBAL NOTE                          |     | 29 |
|       | PART B - ANZNBL TEMPORARY GLOBAL NOTE                          |     | 40 |
|       | PART C - ANZNIL TEMPORARY GLOBAL NOTE                          |     | 49 |
|       |                                                           |     |   |
| SCHEDULE 2 | FORMS OF PERMANENT GLOBAL NOTE                                 |     | 58 |
|       | PART A - ANZBGL PERMANENT GLOBAL NOTE                          |     | 58 |
|       | PART B - ANZNBL PERMANENT GLOBAL NOTE                          |     | 71 |
|       | PART C - ANZNIL PERMANENT GLOBAL NOTE                          |     | 83 |
|       |                                                           |     |   |
| SCHEDULE 3 | FORMS OF REGISTERED GLOBAL NOTE                                |     | 95 |
|       | PART A - ANZBGL REGISTERED GLOBAL NOTE                         |     | 95 |
|       | PART B - ANZNBL REGISTERED GLOBAL NOTE                         |     | 102 |
|       | PART C - ANZNIL REGISTERED GLOBAL NOTE                         |     | 108 |
|            |                                                                |          |  |  |

 

----

 
| SCHEDULE 4  | FORMS OF BEARER NOTE                                                      |   | 114    |
|-------------|---------------------------------------------------------------------------|--------|--------|
|        | PART A - ANZBGL BEARER NOTE                                               |   | 114    |
|        | PART B - ANZNBL BEARER NOTE                                               |   | 118    |
|        | PART C - ANZNIL BEARER NOTE                                               |   | 121    |
|        |                                                                      |   |   |
| SCHEDULE 5  | FORMS OF CERTIFICATE                                                      |   | 124    |
|        | PART A - ANZBGL CERTIFICATE                                               |   | 124    |
|        | PART B - ANZNBL CERTIFICATE                                               |   | 128    |
|        | PART C - ANZNIL CERTIFICATE                                               |   | 131    |
|        |                                                                      |   |   |
| SCHEDULE 6  | TERMS AND CONDITIONS OF THE NOTES                                         |   | 134    |
|        |                                                                      |   |   |
| SCHEDULE 7  | FORMS OF COUPON                                                           |   | 162    |
|        | PART A - ANZBGL COUPON                                                    |   | 162    |
|        | PART B - ANZNBL COUPON                                                    |   | 165    |
|        | PART C - ANZNIL COUPON                                                    |   | 167    |
|        |                                                                      |   |   |
| SCHEDULE 8  | FORMS OF TALON                                                            |   | 169    |
|        | PART A - ANZBGL TALON                                                     |   | 169    |
|        | PART B - ANZNBL TALON                                                     |   | 172    |
|        | PART C - ANZNIL TALON                                                     |   | 174    |
|        |                                                                      |   |   |
| SCHEDULE 9  | FORMS OF RECEIPT                                                          |   | 176    |
|        | PART A - ANZBGL RECEIPT                                                   |   | 176    |
|        | PART B - ANZNBL RECEIPT                                                   |   | 177    |
|        | PART C - ANZNIL RECEIPT                                                   |   | 178    |
|        |                                                                      |   |   |
| SCHEDULE 10 | PROVISIONS FOR MEETINGS OF NOTEHOLDERS                                    |   | 179    |
|        |                                                                      |   |   |
| SCHEDULE 11 | FORMS OF EXERCISE NOTICE FOR REDEMPTION OPTION                            |   | 186    |
|        |                                                                      |   |   |
| SCHEDULE 12 | REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION  OF REGISTERED NOTES |   | 188    |
|        |                                                                      |   |   |
| SCHEDULE 13 | ACCOUNTHOLDER CERTIFICATE OF NON-U.S. CITIZENSHIP  AND RESIDENCY          |   | 190    |
|        |                                                                      |   |   |
| SCHEDULE 14 | CLEARING SYSTEM CERTIFICATE OF NON-U.S. CITIZENSHIP  AND RESIDENCY        |   | 192    |
|             |                                                                           |        |        |  |

 

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**THISAGENCY AGREEMENT**is made as of 25 September 2006

**BETWEEN**

(1)                            **AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**(“**ANZBGL**”) (Australian BusinessNumber 11 005 357 522) and **ANZ NATIONAL(INT’L) LIMITED** (“**ANZNIL**”)(formerly NBNZ International Limited) (each an “**Issuer**”);

(2)                            **ANZ NATIONAL BANK LIMITED**(“**ANZNBL**”) (formerly ANZ Banking Group (NewZealand) Limited and comprising the statutory amalgamation with The NationalBank of New Zealand Limited) in its capacity as issuer (an “**Issuer**” and, together with ANZBGL andANZNIL, the “**Issuers**”), and, whereANZNIL is the Issuer, in its capacity as guarantor (the “**Guarantor**”); and

(3)                            **DEUTSCHE BANK AG, LONDON BRANCH** (formerly Deutsche Bank AG)****(the “**Fiscal Agent**”, “**Calculation Agent**”,“**Paying Agent**” and “**Transfer Agent**”); and

(4)                            **DEUTSCHE BANK TRUST COMPANY AMERICAS**(the “**Registrar**” and “**Transfer Agent**”).

**WHEREAS**

(A)                        TheIssuers have established a U.S.$45,000,000,000 Euro Medium Term Note Programme(the “**Programme**”) for the issuance of notes(the “**Notes**”).

(B)                          On3 October 2005, ANZBGL, ANZNBL, ANZNIL, Deutsche Bank AG and Deutsche BankTrust Company Americas entered into an amended and restated agency agreement(the “**Original Agency Agreement**”)relating to the Programme.

(C)                          Theparties hereby wish to enter into this Agreement to amend and restate theOriginal Agency Agreement.

**IT ISAGREED**as follows:

# 1.**                                ****Definitions and Interpretation**

## 1.1                           Definitions

Capitalised termsused but not defined in this Agreement shall have the meanings given to them inthe Procedures Memorandum or the Programme Agreement relating to the Programmeor the Conditions (as defined below).

“**Agents**” means the Fiscal Agent, the Paying Agents, theTransfer Agents, the Calculation Agent and the Registrar or any of them andshall include such other Agent or Agents as may be appointed from time to timehereunder and, except in Section 18 (*Changes in Agents*),references to Agents are to them acting solely through their specified offices.

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“**Bearer Global Note**” means any Temporary Global Note orPermanent Global Note.

“**Bearer Note**” means a Note that is in bearer form beingsubstantially in the form set out in Schedule 4 (*Forms ofBearer Note*), and includes any replacement Bearer Note issuedpursuant to the Conditions and any Bearer Global Note.

“**Business Day**” means, in respect of each Note, a day otherthan a Saturday or Sunday on which Euroclear and Clearstream, Luxembourg areoperating and on which commercial banks and foreign exchange markets settlepayments generally in London and in the city of the Fiscal Agent’s and, ifapplicable, the Registrar’s specified office and (if a payment is to be made onthat day):

(a)             inthe case of a payment currency other than euro, the Principal Financial Centrefor such currency (which, in the case of Australian dollars shall be Sydney andin the case of New Zealand dollars shall be Auckland and Wellington); or

(b)            inthe case of a payment in euro, a day on which the Trans-European AutomatedRealtime Gross Settlement Express Transfer (“**TARGET**”)System is open.

“**Calculation Agent**” means Deutsche Bank AG, London Branch asCalculation Agent hereunder or such other Calculation Agent(s) as may beappointed hereunder from time to time either generally or in relation to aspecific issue or Series of Notes.

“**Certificate**” means a registered certificate representing oneor more Registered Notes of the same Series (including, and if the context soadmits, the Registered Global Note) and, save as provided in the Conditions,comprising the entire holding by a Noteholder of his Registered Notes of thatSeries and, save in the case of Registered Global Notes, being substantially inthe form set out in Schedule 5 (*Forms of Certificate*).

“**Clearstream, Luxembourg**” means Clearstream Banking, sociétéanonyme.

“**Common Depositary**” means, in relation to a Series of theNotes, a depositary common to Euroclear and Clearstream, Luxembourg.

“**Conditions**” means in respect of the Notes of each Series theterms and conditions applicable thereto which shall (a) be substantially in theform set out in Schedule 6 (*Terms and Conditions ofthe Notes*) as modified, with respect to any Notes represented by aGlobal Note, by the provisions of such Global Note, (b) incorporate anyadditional provisions forming part of such terms and conditions set out in theFinal Terms relating to the Notes of that Series and (c) be endorsed on theDefinitive Notes subject to amendment and completion as referred to in thefirst paragraph of Schedule 6 (*Terms and Conditions ofthe Notes*) and any reference to a particularly numbered Conditionshall be construed accordingly.

“**Definitive Note**” means a Bearer Note in definitive form or,unless the context requires otherwise, a Certificate (other than a RegisteredGlobal Note) substantially in 

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the form set outin Schedule 4 (*Forms of Bearer Note*)or Schedule 5 (*Forms of Certificate*),as the case may be, and having, where appropriate, Coupons, a Talon and/orReceipt(s) attached thereto on issue.

“**Euroclear**” means Euroclear Bank S.A./N.V., as operator ofthe Euroclear System.

“**Exercise Notice**” has the meaning given to it in theConditions and, in the case of a Noteholders’ redemption option, shall besubstantially in the form set out in Schedule 11 (*Forms ofExercise Notice for Redemption Option*).

“**Extraordinary Resolution**” has the meaning set out inSchedule 10 (*Provisions for Meetings of Noteholders*).

“**Final Terms**” means, in relation to a Tranche, a set of finalterms, for the purposes of Article 5.4 of the Prospectus Directive, issuedspecifying the relevant issue details of such Tranche, substantially in theform of Schedule 2 to the Procedures Memorandum.

“**Fiscal Agent**” means Deutsche Bank AG, London Branch asFiscal Agent hereunder or such other Fiscal Agent as may be appointed from timeto time hereunder.

“**Global Note**” means a Bearer Global Note or, as the contextmay require, a Registered Global Note.

“**Issue Date**” means, in relation to any Tranche, the date onwhich the Notes of that Tranche have been issued or, if not yet issued, thedate agreed for their issue between the Issuer and the Relevant Dealer(s).

“**outstanding**” means, in relation to the Notes of any Series,all the Notes issued other than (a) those that have been redeemed in accordancewith the Conditions, (b) those in respect of which the date for redemption hasoccurred and the redemption moneys (including all interest accrued on suchNotes to the date for such redemption and any interest payable after such date)have been duly paid to the Fiscal Agent as provided in this Agreement andremain available for payment against presentation and surrender of Notes,Certificates, Receipts and/or Coupons, as the case may be, (c) those which havebecome void or in respect of which claims have become prescribed, (d) thosewhich have been purchased and cancelled as provided in the Conditions, (e)those mutilated or defaced Bearer Notes that have been surrendered in exchangefor replacement Notes, (f) (for the purpose only of determining how many Notesare outstanding and without prejudice to their status for any other purpose)those Bearer Notes alleged to have been lost, stolen or destroyed and inrespect of which replacement Notes have been issued, and (g) any TemporaryGlobal Note to the extent that it shall have been exchanged for a PermanentGlobal Note and any Global Note to the extent that it shall have been exchangedfor one or more Definitive Notes, in either case pursuant to its provisions; *provided that*, for the purposes of (i) ascertaining theright to attend and vote at any meeting of Noteholders and (ii) thedetermination of how many Notes are outstanding for the purposes of Condition12 (*Meeting of Noteholders, Modificationsand Waiver*) and Schedule 10 (*Provisionsfor Meetings of*

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*Noteholders*),those Notes that are beneficially held by, or are held on behalf of any Issueror any of its subsidiaries or the Guarantor or any of its subsidiaries and notcancelled shall (unless and until ceasing to be so held) be deemed not to beoutstanding.

“**Partly-paid Note**” means a Note in relation to which theinitial subscription moneys are payable to the Issuer in two or moreinstalments.

“**Paying Agents**” means the Fiscal Agent and the Paying Agentreferred to above and such further or other Paying Agent or Agents as may beappointed from time to time hereunder.

“**Permanent Global Note**” means a Bearer Global Noterepresenting Notes of one or more Tranches of the same Series, either on issueor upon exchange of a Temporary Global Note, or part of it, and which shall besubstantially in the form set out in Schedule 2 (*Forms ofPermanent Global Note*).

“**Procedures Memorandum**” means the memorandum detailing theadministrative procedures and guidelines relating to the settlement of issuesof Notes (other than Syndicated Issues).

“**Programme Agreement**” means the Amended and RestatedProgramme Agreement dated 3 October 2005 between the Issuers, the Guarantor,Deutsche Bank AG, London Branch and the other Dealers named in it.

“**Programme Limit**” has the meaning given to it in theProgramme Agreement.

“**Prospectus Directive**” means Directive2003/71/EC.

“**Register**” means the register referred to in Section 11(*Additional Duties of the Registrar*).

“**Registered Global Note**” means a note substantially in theform set out in Schedule 3 (*Forms of Registered GlobalNote*) representing Registered Notes of one or more Tranches of thesame Series that are registered in the name of a nominee for Euroclear,Clearstream, Luxembourg and/or any other clearing system.

“**Registered Note**” means a Note that is in registered form.

“**Registrar**” means Deutsche Bank Trust Company Americas as Registrarhereunder or such other Registrar as may be appointed hereunder eithergenerally or in relation to a specific Series of Notes.

“**Regulations**” mean the regulations referred to inSection 12 (*Regulations Concerning Registered Notes*).

“**Relevant Dealer(s)**” means, in relation to any Tranche, theDealer or Dealers with whom the Issuer has concluded or is negotiating anagreement for the issue of such Tranche.

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“**Series**” means a Tranche, together with any further Trancheor Tranches, which are (i) expressed to be consolidated and forming a singleseries and (ii) are identical in all respects (including listing) except fortheir respective Closing Dates, issue prices and/or dates of the first paymentof interest and related matters.

“**specified office**” means each of the offices of the Agentsspecified herein and shall include such other office or offices as may bespecified from time to time hereunder.

“**Subscription Agreement**” means an agreement between an Issuerand, where applicable, the Guarantor and one or more Dealers made pursuant toClause 2.3 (*Syndicated Issues*)of the Programme Agreement.

“**Syndicated Issue**” means an issue of Notes pursuant toClause 2.3 (*Syndicated Issues*)of the Programme Agreement.

“**Temporary Global Note**” means a Bearer Global Note representingNotes on issue and which shall be substantially in the form set out inSchedule 1 (*Forms of Temporary Global Note*).

“**Tranche**” means, in relation to a Series, those Notes of thatSeries that are issued on the same date.

“**Transfer Agent**” means the Transfer Agent(s) appointedhereunder and such further or other Transfer Agent(s) as may be appointed fromtime to time hereunder either generally or in relation to a specific Series ofNotes.

## 1.2                           Constructionof Certain References to:

### 1.2.1                            principaland interest shall be construed in accordance with Condition 7 (*Payments and Talons*); and

### 1.2.2                            costs,charges, remuneration or expenses include any value added, turnover or similartax charged in respect thereof.

## 1.3                           Sections,Clauses and Schedules unless otherwise specified

Sections,Clauses and Schedules are references to, respectively, sections, clausesand schedules to this Agreement and references to a “**Section**”of this Agreement are to the singly numbered paragraphs of this Agreement whichmay comprise one or more Clauses, for example, Section 1 (*Definitionsand Interpretation*) which comprises Clauses 1.1 (*Definitions*) to Clause 1.10 (*Future Note issuance pursuant to this Agreement only*)inclusive, and references to “**Clauses**” are tothe Clauses into which each Section is divided.

## 1.4                           Headings

Headings shall beignored in construing this Agreement.

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## 1.5                           Contracts

References in thisAgreement to this Agreement or any other document are to this Agreement orthose documents as amended, supplemented or replaced from time to time inrelation to the Programme and include any document which amends, supplements orreplaces them.

## 1.6                           Schedules

The Schedules arepart of this Agreement and have effect accordingly.

## 1.7                           AlternativeClearing System

References in thisAgreement to Euroclear, and/or Clearstream, Luxembourg shall, wherever thecontext so permits, be deemed to include reference to any additional oralternative clearing system approved by the relevant Issuer, the Guarantor (ifapplicable) and the Fiscal Agent and the Registrar (if applicable).

## 1.8                           Contracts(Rights of Third Parties) Act 1999

A person who isnot a party to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce any term of this Agreement, but this does not affectany right or remedy of a third party which exists or is available apart fromthat Act.

## 1.9                           Amendmentand Restatement

With effect fromthe date hereof, the provisions of the Original Agency Agreement shall beamended and restated and shall take effect in the form set out in this Amendedand Restated Agency Agreement and all references in this Amended and RestatedAgency Agreement to “**this Agency Agreement**”,“**this Agreement**”, “**hereof**”, “**hereunder**”and expressions of similar import shall be construed as references to theOriginal Agency Agreement as so amended and restated.  Any Notes issued on or after the date of thisAmended and Restated Agency Agreement shall be issued pursuant to this Amendedand Restated Agency Agreement.  This doesnot affect any Notes issued prior to the date of this Amended and RestatedAgency Agreement.  Subject to suchamendment and restatement, the Original Agency Agreement shall continue in fullforce and effect.

## 1.10                     Future Noteissuances pursuant to this Agreement only

For avoidance ofdoubt, ANZBGL, ANZNBL and ANZNIL and each of the relevant Agents hereunderacknowledge and agree that any Notes issued after the date hereof shall beissued pursuant to this Agreement and no further Notes shall be issued pursuantto the Original Agency Agreement.

# 2.**                                ****Appointment and Duties**

## 2.1                           FiscalAgent, Transfer Agents and Registrar

Each Issuer andthe Guarantor appoints Deutsche Bank AG, London Branch at its specified officein London as Fiscal Agent and Paying Agent in respect of each Series 

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of Bearer Notesissued by it in accordance with the Conditions. Each Issuer and the Guarantorappoints Deutsche Bank AG, London Branch at its specified office in London asTransfer Agent and appoints Deutsche Bank Trust Company Americas at itsspecified office in New York as Registrar and Transfer Agent in each case inrespect of each Series of Registered Notes issued by it in accordance with theConditions.

## 2.2                           PayingAgent

Each Issuer andthe Guarantor appoints Deutsche Bank AG, London Branch at its specified officeas Paying Agent in respect of each Series of Bearer Notes issued by it inaccordance with the Conditions, unless the Final Terms relating to a Series ofNotes issued by it lists the Agents appointed in respect of that Series, inwhich case, only those persons acting through their specified offices shall beappointed in respect of that Series.

## 2.3                           CalculationAgent

Deutsche Bank AG,London Branch may be appointed as Calculation Agent in respect of any Series ofNotes by agreement with the relevant Issuer. Deutsche Bank AG, London Branch shall be treated as having agreed to actas Calculation Agent in respect of a Series if it shall have been named asCalculation Agent in the relevant Final Terms no later than three Business Daysbefore the Issue Date or, if earlier, the first date on which it is required tomake any calculation or determination and shall not have notified the relevantIssuer that it does not wish to be so appointed within two Business Days ofhaving been so named.

## 2.4                           Agents’Duties

The obligations ofthe Agents are several and not joint. Each Agent shall be obliged to perform only such duties as arespecifically set out in this Agreement, the Conditions and the ProceduresMemorandum and any duties necessarily incidental to them.  No implied duties or obligations shall beread into any such documents.  No Agentshall be obliged to perform additional duties set out in any Final Terms andthereby incorporated into the Conditions unless it shall have previously agreedto perform such duties.  If theConditions are amended on or after a date on which any Agent accepts anyappointment in a way that affects the duties expressed to be performed by suchAgent, it shall not be obliged to perform such duties as so amended unless ithas first approved the relevant amendment. No Agent shall be under any obligation to take any action under thisAgreement that it expects, and has so notified the relevant Issuer in writing,will result in any expense to or liability of such Agent, the payment of whichis not, in its opinion, assured to it within a reasonable time.

## 2.5                           Admissionto Listing, Trading and/or Quotation

### 2.5.1                             Inconnection with each Tranche of Notes to be admitted to listing, trading and/orquotation on any listing authority, stock exchange and/or quotation system theFiscal Agent undertakes that, in accordance with the Procedures Memorandum andthe rules of the relevant listing authority, stock exchange 

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### and/or quotation system, it will send (oncesigned by the relevant Issuer (and the Guarantor if applicable) and received bythe Fiscal Agent and in any event no later than 12 noon one day prior to therelevant Trade Date) the Final Terms relating to such Tranche of Notes , andany other relevant documents required by the relevant listing authority, stockexchange or quotation system, by e-mail or fax (as required) to the relevantlisting authority, stock exchange or quotation system, and that it willundertake any other relevant acts, necessary to ensure listing, trading and/orquotation of that Tranche of Notes with such listing authority, stock exchangeor quotation system.

### 2.5.2                            TheFiscal Agent will notify the relevant Issuer (and the Guarantor if applicable)immediately if at any time the Fiscal Agent is notified by the relevant listingauthority, exchange or quotation system that the admission to listing, tradingand/or quotation of the relevant Tranche of Notes has been refused or willotherwise not take place, and will otherwise comply with the ProceduresMemorandum in respect of any Tranche of Notes to be admitted to listing,trading, and/or quotation.

# 3.**                                ****Issue of Notes and Certificates**

## 3.1                           Preconditionsto Issue

The relevantIssuer and, where applicable, the Guarantor shall not agree to any Issue Dateunless it is a Business Day.  No laterthan five Business Days before issuing any Partly-paid Notes or any Notes thatare intended to be cleared through a clearing system other than Euroclear orClearstream, Luxembourg the relevant Issuer shall inform the Fiscal Agent ofits wish to issue such Notes and shall agree with the Fiscal Agent (i) theprocedure for the acceptance of further instalments of the subscription moneys,in the case of Partly-paid Notes, or (ii) the procedure for issuing such Notes,in the case of Notes that are to be cleared through such other clearing system,which agreement shall cover the time, date and place for the delivery of therelative Global Note by the Fiscal Agent, whether such delivery is to be freeof payment or against payment, an appropriate method for determining non-U.S.beneficial ownership of Notes in accordance with applicable U.S. law and themethod by which the Fiscal Agent is to receive any payment, and hold anymoneys, on behalf of the relevant Issuer and, where applicable, the Guarantor.

## 3.2                           Notification

Not later than thetime specified in the Procedures Memorandum, in the case of non-SyndicatedIssues, or five Business Days before the Issue Date, in the case of SyndicatedIssues, the relevant Issuer shall in respect of each Tranche notify and/orconfirm to the Fiscal Agent by fax or in writing all such information as theFiscal Agent may require for it to carry out its functions as contemplated bythis Section 3 (*Issue of Notes andCertificates*), and in particular the details required for it tocomplete the relevant Global Note, and, in the case of a non-Syndicated Issue,the aggregate principal amount of Notes of each Tranche to be subscribed by theRelevant 

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Dealer or othersubscriber pursuant to the Programme Agreement and the account of the Dealer orsuch subscriber to which delivery should be made.

## 3.3                           Issueof Certificates and Global Notes

Upon receipt bythe Fiscal Agent of the information enabling it, and instructions, to do so,the Fiscal Agent shall, in the case of Bearer Notes, prepare and complete aTemporary Global Note or, as the case may be, Permanent Global Note in anaggregate principal amount equal to that of the Tranche to be issued or, in thecase of Registered Notes, notify the Registrar of all relevant information,whereupon the Registrar shall complete one or more Certificates in an aggregateprincipal amount equal to that of the Tranche to be issued, authenticate(unless the Fiscal Agent is to do so in its capacity as, or as agent for, theRegistrar) each Certificate (or cause its agent on its behalf to do so) anddeliver them to, or to the order of, the Fiscal Agent not later than the timespecified by the Fiscal Agent (which shall be no earlier than one Business Dayafter receipt by the Registrar of such instructions).

## 3.4                           Deliveryof Certificates and Global Notes

Immediately beforethe issue of any Global Note, the Fiscal Agent (or its agent on its behalf)shall authenticate it.  Followingauthentication of any Global Note or receipt of any Certificate the FiscalAgent shall (in the case of any unauthenticated Certificate after firstauthenticating it as, or as agent for, the Registrar) deliver it:

### 3.4.1                            in thecase of a Tranche (other than for a Syndicated Issue) intended to be clearedthrough a clearing system, on the Business Day immediately preceding its IssueDate to the Common Depositary or to such clearing system or other depositaryfor a clearing system as shall have been agreed between the relevant Issuer andthe Fiscal Agent, together with instructions to the clearing systems to whom(or to whose depositary) such Global Note has been delivered to credit theunderlying Notes represented by such Global Note to the securities account(s)at such clearing systems that have been notified to the Fiscal Agent by the relevantIssuer on a delivery against payment basis or, if notified to the Fiscal Agentby the relevant Issuer, on a delivery free of payment basis; or

### 3.4.2                            in thecase of a Syndicated Issue, on the Issue Date specified in the relevantSubscription Agreement to, or to the order of, the lead manager of suchSyndicated Issue at such place as shall be specified in the relevantSubscription Agreement (or such other time, date and/or place as may have beenagreed between the relevant Issuer and the Fiscal Agent) against the deliveryto the Fiscal Agent of evidence that payment of the subscription moneys due hasbeen made to the relevant Issuer, such evidence to be in the form set out insuch Subscription Agreement; or

### 3.4.3                            otherwise,at such time, on such date, to such person and in such place as may have beenagreed between the relevant Issuer and the Fiscal Agent.

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The Fiscal Agentshall immediately notify the Registrar if for any reason a Certificate is notdelivered in accordance with the relevant Issuer’s instructions.  Failing any such notification, the Registrarshall cause an appropriate entry to be made in the Register to reflect theissue of the Notes to the person(s) whose name and address appears on each suchCertificate on the Issue Date.

## 3.5                           ClearingSystems

In delivering anyGlobal Note in accordance with sub-clause 3.4.1 (*Delivery ofCertificates and Global Notes*), the Fiscal Agent shall giveinstructions to the relevant clearing system to hold the Notes represented byit to the order of the Fiscal Agent pending transfer to the securitiesaccount(s) referred to in sub-clause 3.4.1 (*Delivery ofCertificates and Global Notes*). Upon payment for any such Notes being made to the Fiscal Agent, it shalltransfer such payment to the account notified to it by the relevant Issuer or,if applicable, the Guarantor.  For solong as any such Note continues to be held to the order of the Fiscal Agent,the Fiscal Agent shall hold such Note to the order of the relevant Issuer.

## 3.6                           AdvancePayment

If the FiscalAgent pays an amount (the “**Advance**”) tothe relevant Issuer on the basis that a payment (the “**Payment**”)has been, or will be, received from any person and if the Payment has not been,or is not, received by the Fiscal Agent on the date the Fiscal Agent pays therelevant Issuer, the relevant Issuer shall, on demand, reimburse the FiscalAgent the Advance and pay interest to the Fiscal Agent on the outstandingamount of the Advance from the date on which it is paid out to the date ofreimbursement at the rate per annum equal to the cost to the Fiscal Agent offunding such amount, as certified by the Fiscal Agent.

## 3.7                           Exchangefor Permanent Global Notes and Definitive Notes

On and after thedue date for exchange of any Temporary Global Note which is exchangeable for aPermanent Global Note, the Fiscal Agent shall, on presentation to it or to itsorder of the Temporary Global Note, prepare and complete a Permanent GlobalNote, authenticate it (or cause its agent on its behalf to do so) and procurethe exchange of interests in such Temporary Global Note for interests in anequal aggregate principal amount of such Permanent Global Note in accordancewith such Temporary Global Note.  On orafter the due date for exchange of any Global Note which is exchangeable forDefinitive Notes, the Fiscal Agent shall, on presentation to it or to its orderof the Global Note, procure the exchange of interests in such Global Note forDefinitive Notes (if applicable, having attached Coupons, a Talon and/orReceipts other than any that mature on or before the relevant date forexchange) in a principal amount equal to that portion of such Global Notesubmitted for exchange in accordance with such Global Note.

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## 3.8                           Signingof Notes, Certificates, Receipts, Coupons and Talons

The Notes,Certificates, Receipts, Coupons and Talons shall be signed manually or infacsimile on behalf of the relevant Issuer by two duly authorised signatoriesof the relevant Issuer.  The relevantIssuer shall promptly notify the Fiscal Agent of any change in the names of theperson whose signature is to be used on any Note or Certificate and shall ifnecessary provide new master Global Notes reflecting such changes.  Such Issuer may, however, adopt and use thesignature of any person who at the date of signing a Note, Certificate,Receipt, Coupon or Talon is a duly authorised signatory of the Issuer even if,before the Note, Certificate, Receipt, Coupon or Talon is issued, he ceases forwhatever reason to hold such office and the Notes, Certificates, Receipts,Coupons or Talons issued in such circumstances shall nevertheless be (or, inthe case of Certificates, represent) valid and binding obligations of therelevant Issuer (unless the relevant Issuer gives the Fiscal Agent noticeotherwise or until replacements have been provided to the Fiscal Agent).  Definitive Notes, Receipts, Coupons andTalons shall be security printed, and Certificates shall be printed, inaccordance with all applicable listing authority, exchange and/or quotationsystem requirements.

## 3.9                           Detailsof Notes and Certificates Delivered

As soon aspracticable after delivering any Global Note or Definitive Note, the FiscalAgent or the Registrar, as the case may be, shall supply to the relevant Issuerand the other Agents all relevant details of the Notes or Certificatesdelivered, in such format as it shall from time to time agree with the relevantIssuer.

## 3.10                     Cancellation

If any Note inrespect of which information has been supplied under Clause 3.2 (*Notification*) is not to be issued on a given Issue Date, therelevant Issuer shall immediately (and, in any event, prior to the Issue Date)notify the Fiscal Agent and, in the case of Registered Notes, theRegistrar.  Upon receipt of such notice,neither the Fiscal Agent nor the Registrar shall thereafter issue or releasethe relevant Note(s) or Certificate(s) but shall cancel and, unless otherwiseinstructed by the relevant Issuer, destroy them.

## 3.11                     OutstandingAmount

The Fiscal Agentshall, upon request from an Issuer, the Guarantor or any Dealer, inform suchperson of the aggregate principal amount of Notes, or Notes of any particularSeries issued by the relevant Issuer, then outstanding at the time of suchrequest.

## 3.12                     ProceduresMemorandum

The Issuers shallfurnish a copy of the Procedures Memorandum from time to time in effect to theFiscal Agent and the Registrar.  Theparties agree that all issues of Notes shall be made in accordance with theProcedures Memorandum unless in respect of any issue of Notes the relevantIssuer, the Guarantor (where applicable), the Relevant Dealer(s) and the FiscalAgent and, in the case of Registered Notes, the Registrar 

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agree otherwise inrespect of any issue.  The ProceduresMemorandum may only be amended with the consent of the Issuers, the Guarantor(where applicable), the Relevant Dealer(s), the Fiscal Agent and the Registrar.

# 4.**                                 Payment**

## 4.1                           Paymentto the Fiscal Agent

The relevantIssuer, or, in default, the Guarantor (if applicable), shall not later than10.00 a.m. in the Principal Financial Centre for the currency in which theNotes are denominated (which, for the purposes of Notes denominated in euro,shall be the jurisdiction in which the account specified by the Fiscal Agent islocated), on each date on which any payment in respect of the Notes issued byit becomes due, transfer to the Fiscal Agent such amount as may be required forthe purposes of such payment.  In thisClause, the date on which a payment in respect of the Notes becomes due meansthe first date on which the holder of a Note, Receipt or Coupon could claim therelevant payment by transfer to an account under the Conditions, butdisregarding the necessity for it to be a business day in any particular placeof presentation.

## 4.2                           Pre-adviceof Payment

The relevantIssuer and, where applicable, the Guarantor, shall ensure that no later than3.00 p.m. in the city of the Fiscal Agent’s specified branch on the secondBusiness Day preceding the date on which the payment to the Fiscal Agentrequired by Clause 4.1 (*Payment to the FiscalAgent*) is to be made that the Fiscal Agent shall receive a copy ofan irrevocable payment instruction from such Issuer, or, in default, theGuarantor (if applicable), to such bank, or SWIFT confirmation from such bank,in any case, confirming the relevant account details, the amount and the valuedate for such payment.

## 4.3                           Notificationof Failure to Pre-advise Payment

The Fiscal Agentshall forthwith notify by fax each of the other Agents, the relevant Issuerand, where applicable, the Guarantor if it has not received the confirmationreferred to in Clause 4.2 (*Pre-advice of Payment*)by the time specified for its receipt, unless it is satisfied that it willreceive the amount referred to in Clause 4.1 (*Payment tothe Fiscal Agent*).

## 4.4                           Paymentby Agents

Subject asprovided in Clause 4.7 (*Suspension of Payment byAgents*), each of the Paying Agents, in the case of Bearer Notes,each of the Registrar and the Transfer Agents, in the case of the final paymentin respect of any Series of Registered Notes, and the Registrar, in the case ofall other payments in respect of Registered Notes, shall, subject to and inaccordance with the Conditions, pay or cause to be paid on behalf of therelevant Issuer on and after each due date all amounts due in respect of theNotes, Receipts and Coupons issued by it and shall be entitled to claim anyamounts so paid from the Fiscal Agent.

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## 4.5                           Notificationof Non-payment

The Fiscal Agentshall as soon as practicable after 11.00 a.m. in the Principal FinancialCentre for the currency in which the Notes are denominated (which, for thepurposes of Notes denominated in euro, shall be the jurisdiction in which theaccount specified by the Fiscal Agent is located), on each date on which apayment in respect of the Notes becomes due notify by fax each of the otherAgents, the relevant Issuer and, where applicable, the Guarantor if it has notreceived the amount referred to in Clause 4.1 (*Payment tothe Fiscal Agent*) by the time specified for its receipt, unless itis satisfied that it will receive such amount.

## 4.6                           PaymentAfter Failure to Pre-advise or Late Payment

The Fiscal Agentshall notify by fax each of the other Agents, the relevant Issuer and, whereapplicable, the Guarantor if at any time following the giving of a notice bythe Fiscal Agent under Clause 4.3 (*Notification of Failure toPre-advise Payment*) or Clause 4.5 (*Notificationof Non-payment*) either any payment provided for in Clause 4.1 (*Payment to the Fiscal Agent*) is made on or after its duedate but otherwise in accordance with this Agreement or the Fiscal Agent issatisfied that it will receive such payment.

## 4.7                           Suspensionof Payment by Agents

Upon receipt of anotice from the Fiscal Agent under Clause 4.5 (*Notificationof Non-payment*), each Agent shall cease making payments inaccordance with Clause 4.4 (*Payment byAgents*) as soon as is reasonably practicable.  Upon receipt of a notice from the FiscalAgent under Clause 4.6 (*Payment After Failure toPre-advise or Late Payment*), each Agent shall make, or shallrecommence making, payments in accordance with Clause 4.4 (*Payment by Agents*).

## 4.8                           Reimbursementsof Agents

Subject to receiptof funds pursuant to Clause 4.1 (*Payment to the FiscalAgent*), the Fiscal Agent shall on demand promptly reimburse eachAgent for payments in respect of the Notes, Receipts and Coupons properly madeby it in accordance with the Conditions and this Agreement.

## 4.9                           Methodof payment to Fiscal Agent

All sums payableto the Fiscal Agent hereunder shall be paid in the currency in which such sumsare denominated and in immediately available or same day funds to such accountwith such bank as the Fiscal Agent may from time to time notify to the relevantIssuer and, where applicable, the Guarantor.

## 4.10                     Moneys heldby Fiscal Agent

The Fiscal Agentmay deal with moneys paid to it under this Agreement in the same manner asother moneys paid to it as a banker by its customers except that (a) it may notexercise any lien, right of set-off or similar claim in respect of them and (b)it shall 

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not be liable toanyone for interest on any sums held by it under this Agreement.  No money held by any Agent need be segregatedexcept as required by law.

## 4.11                     PartialPayments

If on presentationof a Note, Certificate, Receipt or Coupon only part of the amount payable inrespect of it is paid (except as a result of a deduction of tax permitted bythe Conditions), the Agent to whom it is presented shall procure that it isenfaced with a memorandum of the amount paid and the date of payment and shallreturn it to the person who presented it. Upon making payment of only part of the amount payable in respect of anyRegistered Note or being informed of any such partial payment by a TransferAgent, the Registrar shall make a note of the details of such payment in theRegister.

# 5.**                                 Repayment**

If claims in respectof any Note, Receipt or Coupon become void or prescribed under the Conditions,the Fiscal Agent shall forthwith repay to the relevant Issuer or, whereapplicable, the Guarantor the amount that would have been due on such Note,Receipt or Coupon, if it or the relative Certificate had been presented forpayment before such claims became void or prescribed.  Subject to Section 18 (*Changes in Agents*), the Fiscal Agent shall not however beotherwise required to repay any sums received by it under this Agreement.

# 6.**                                ****Early Redemption and Exercise of Options**

## 6.1                           Noticeto Fiscal Agent

If the relevantIssuer intends (other than consequent upon an Event of Default or upon anyright of the holder to require redemption) to redeem all or any of the Notes ofany Series before their stated maturity date or to exercise any such Issuer’soption in the Conditions it shall, at least 14 days (or such other period asmay be agreed) before the latest date for the publication of the notice ofredemption or of exercise of such Issuer’s option required to be given toNoteholders, give notice of such intention to the Fiscal Agent and (in the caseof Registered Notes) to the Registrar stating the date on which such Notes areto be redeemed or such option is to be exercised and the principal amount ofNotes to be redeemed or subject to the option.

## 6.2                           Drawingon Partial Redemption or Exercise of Option

If some only ofthe Notes of a Series are to be redeemed, or subject to the exercise of anysuch Issuer’s option, on such date the Fiscal Agent shall make the drawing thatis required in accordance with the Conditions (subject to the provisions of anyGlobal Note representing the Notes of such Series).

## 6.3                           Noticeto Noteholders

The Fiscal Agentshall publish any notice to Noteholders required in connection with any suchredemption or exercise of any such Issuer’s option and shall at the same time 

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also publish aseparate list of the certificate numbers of any Bearer Notes previously drawnand not presented either for payment or as may otherwise be required pursuantto any such Issuer’s option and of the principal amount of Registered Notesdrawn and in respect of which the related Certificates have not been sopresented.  Such notice shall specify thedate fixed for redemption or exercise of any option, the redemption price andthe manner in which redemption will be effected or the terms of the exercise ofsuch option and, in the case of a partial redemption or exercise of any option,the certificate numbers of the Bearer Notes drawn and the principal amount ofRegistered Notes drawn. In addition, the Fiscal Agent shall send to each holderof Registered Notes that are called in whole or in part for redemption orexercise of any option, at its address shown in the Register, a copy of suchnotice together with details of such holders Registered Notes called forredemption or subject to any option and the extent of such redemption or theterms of the exercise of such option.

## 6.4                           OptionExercise Notices

The Paying Agentswith which a Bearer Note or the Registrar or the Transfer Agents with which aCertificate is deposited in a valid exercise of any Noteholders’ option shallhold such Note (together with any Coupons, Receipts or Talon relating to itdeposited with it) or Certificate on behalf of the depositing Noteholder (butshall not, save as provided below, release it) until the due date forredemption of, or exercise of the option relating to, the relevant Note(s)consequent upon the exercise of such option, when, in the case of an option toredeem, and subject as provided below, it shall present any such Note,Certificate, Coupons, Receipts and Talon to itself for payment of the amountdue in accordance with the Conditions and shall pay such moneys in accordancewith the directions of the Noteholder contained in the Exercise Notice.  In the event of the exercise of any otheroption, each Agent shall take the steps required of it in the Conditions and,in the case of Registered Notes, Sections 10 (*AdditionalDuties of the Transfer Agents*) and 11 (*AdditionalDuties of the Registrar*).  Ifany such Note becomes immediately due and payable before the due date for itsredemption or exercise of the option, or if upon due presentation payment ofthe amount due is improperly withheld or refused or exercise of the option isimproperly denied, the Agent concerned shall mail such Note (and any relatedCoupons, Receipts or Talon) or its Certificate by uninsured post to, and at therisk of, the relevant Noteholder (unless the Noteholder otherwise requests andpays the costs of such insurance in advance to the relevant Agent) to suchaddress as may have been given by the Noteholder in the Exercise Notice or, inthe case of Registered Notes where no address has been given, to the addressappearing in the Register.  At the end ofeach period for the exercise of any such option, each Agent shall promptlynotify the Fiscal Agent of the principal amount of the Notes in respect ofwhich such option has been exercised with it together with their certificatenumbers (or those of the Certificates representing them) and the Fiscal Agentshall promptly notify such details to the relevant Issuer and, whereapplicable, the Guarantor.

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# 7.                                 **Cancellation, Destruction,Records and Reporting Requirements**

## 7.1                           Cancellation

All Bearer Notesthat are redeemed (together with such unmatured Receipts or Coupons orunexchanged Talons as are attached to or are surrendered with them at the timeof such redemption), all Certificates representing Registered Notes that areredeemed, all Receipts and Coupons that are paid in full and all Talons thathave been exchanged for Coupon sheets shall be cancelled forthwith by thePaying Agents, Transfer Agents or Registrar through which they are redeemed,paid or exchanged.  Such Paying Agents orTransfer Agents shall send to the Fiscal Agent, in the case of Bearer Notes, orthe Registrar, in the case of Registered Notes, the details required by suchperson for the purposes of this Clause and the cancelled Notes, Receipts,Coupons, and Talons and/or Certificates.

## 7.2                           Cancellationby Issuers

If the relevantIssuer or any of its subsidiaries purchase any Notes issued by such Issuer or,where applicable, the Guarantor or any of its subsidiaries purchase any Notesissued by ANZNIL, in each case that are to be cancelled rather than held andresold in accordance with the Conditions, such Issuer shall forthwith cancelthem or procure their cancellation, inform the Fiscal Agent or the Registrar,as the case may be, and send them (if in definitive bearer form) to the FiscalAgent.

## 7.3                           Certificateof Fiscal Agent or Registrar

The Fiscal Agent,in the case of Bearer Notes, or the Registrar, in the case of Registered Notesshall, within four months after the date of any such redemption, payment,exchange or purchase, send the relevant Issuer and, where applicable, theGuarantor a certificate stating (a) the aggregate principal amount of Notesthat have been redeemed and cancelled and the aggregate amount paid in respectof any related Receipts and/or Coupons that have been paid and cancelled or inrespect of interest paid on a Global Note or Registered Note, (b) the serialnumbers of such Notes and/or Receipts (c) the total number by maturity dates ofsuch Coupons, (d) the serial numbers and maturity dates of such Talons and (e)the total number and maturity dates of unmatured Coupons, and the serialnumbers and maturity dates of unmatured Talons and Receipts, not surrenderedwith Bearer Notes redeemed, in each case distinguishing between Bearer Notes ofeach Series and denomination (and any Receipts, Coupons and Talons relating tothem) and Registered Notes of each Series.

7.4                                 Destruction

Unless otherwiseinstructed by the relevant Issuer or, where applicable, the Guarantor or in thecase of a Bearer Global Note, it is returned to its bearer according to itsterms, the Fiscal Agent, in the case of Bearer Notes, and the Registrar, in thecase of Registered Notes, (or the designated agent of either) shall destroy thecancelled Bearer Notes, Receipts, Coupons, and Talons and/or Certificates inits possession and shall send the relevant Issuer, and Guarantor (ifapplicable) a certificate giving the serial numbers of such Notes (or of theCertificates representing them) in numerical sequence, the maturity dates andserial numbers (in numerical sequence) of such Receipts and Talons and thetotal numbers by maturity date of such Coupons, in each 

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## case distinguishing between Bearer Notes ofeach Series and denomination (and any Receipts, Coupons and Talons relating tothem) and Registered Notes of each Series and Receipts, Coupons and Talons thathave been paid or exchanged and those that have been surrendered forcancellation before their due date.

## 7.5                           Records

The Fiscal Agentshall keep a full and complete record of all Bearer Notes, Receipts, Couponsand Talons (other than the serial numbers of Coupons) and of their redemption,purchase, payment, exchange, cancellation, replacement and destruction and makesuch records available at all reasonable times to the relevant Issuer and, whereapplicable, the Guarantor.

## 7.6                           ReportingRequirements

The Fiscal Agentshall (on behalf of the relevant Issuer or, where applicable, the Guarantor)submit such reports or information as may be required from time to time inrelation to the issue and purchase of Notes issued by such Issuer or, whereapplicable, the purchase of Notes by the Guarantor, by applicable law,regulations and guidelines promulgated by the relevant listing authority,exchange and/or quotation system, or any other governmental regulatoryauthority agreed between the Issuers and the Fiscal Agent.

# 8.                                 **Coupon Sheets**

As regards eachBearer Note issued with a Talon, the Fiscal Agent shall, on or after the duedate for exchange of such Talon, make available in exchange for such Talon at thespecified office of the Fiscal Agent a further coupon sheet and, if relevant, afurther Talon appertaining to such Bearer Note, but subject always to therelevant Issuer having procured the delivery of a supply of such coupon sheetsto the Fiscal Agent.  To the extent thatany Coupon in any such coupon sheet shall have become void before issue, theFiscal Agent shall cancel such Coupon and destroy it in accordance with theprovisions of 7.4 (*Destruction*).

# 9.                                **Replacement Notes, Certificates, Receipts,Coupons and Talons**

## 9.1                          Replacement

Lost, stolen,mutilated, defaced or destroyed Notes, Receipts, Coupons or Talons may bereplaced at the specified office of the Fiscal Agent (in the case of BearerNotes, Receipts, Coupons or Talons) and the Registrar (in the case ofCertificates) or such other Paying Agent or Transfer Agent, as the case may be,from time to time designated by the relevant Issuer for the purpose.  The Fiscal Agent (in the case of BearerNotes) and the Registrar (in the case of Registered Notes and each in suchcapacity, the “**Replacement Agent**”), shall issuereplacement Bearer Notes, Certificates, Receipts, Coupons and Talons inaccordance with the Conditions.

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9.2           Receipts, Couponsand Talons on Replacement Bearer Notes

In the case of mutilated ordefaced Bearer Notes, the Replacement Agent shall ensure that (unless suchindemnity as the relevant Issuer and, where applicable, the Guarantor mayrequire is given) any replacement Note only has attached to it Receipts,Coupons and/or a Talon corresponding to those attached to the Note that itreplaces. The Replacement Agent shall not issue any replacement Note or Couponunless and until the applicant therefor shall have:

### 9.2.1                            paid such costs as may be incurred inconnection therewith;

### 9.2.2                            in the case of Definitive Notes, furnishedthe Replacement Agent with such evidence (including evidence as to the serialnumber of the Definitive Note in question) and reasonable indemnity as therelevant Issuer may require; and

### 9.2.3                            surrendered to the Replacement Agent anymutilated or defaced Definitive Note or Coupon to be replaced.

## 9.3                           Cancellation

The Replacement Agent shallcancel and, unless otherwise instructed by the relevant Issuer and, whereapplicable, the Guarantor, destroy any mutilated or defaced Bearer Notes,Certificates, Receipts, Coupons and Talons replaced by it and shall send therelevant Issuer and, where applicable, the Guarantor and the Fiscal Agent acertificate giving the information specified in Clause 7.4 (*Destruction*).

## 9.4                           Notification

The Replacement Agent shall,on issuing a replacement Bearer Note, Certificate, Receipt, Coupon or Talon,inform the other Agents of its certificate number and of the one that itreplaces.

## 9.5                           Presentation after Replacement

If a Bearer Note,Certificate, Receipt, Coupon or Talon that has been replaced is presented to anAgent for payment or exchange, that Agent shall forthwith inform the FiscalAgent, in the case of Bearer Notes, or the Registrar, in the case of RegisteredNotes, which shall so inform the relevant Issuer and, where applicable, theGuarantor and the other Agents.

# 10.                           **ADDITIONAL DUTIES OF THE TRANSFER AGENTS**

Any Transfer Agent to whom aCertificate is presented for the transfer of, or exercise of any Noteholders’option relating to, Registered Notes represented by it shall notify theRegistrar of (a) the name and address of the holder of the Registered Note(s)appearing on such Certificate, (b) the certificate number of such Certificateand principal amount of the Registered Note(s) represented by it, (c) (in thecase of an exercise of an option) the contents of the Exercise Notice; (d) (inthe case of a transfer of, or exercise of an option relating to, part only) theprincipal amount of the Registered Note(s) to be transferred or in respect ofwhich such option is exercised and (e) (in the case of a transfer) the name andaddress of the transferee to be entered on 

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the Register and, subject toClause 7.4 (*Destruction*),shall cancel such Certificate and forward it to the Registrar.

11.                           **ADDITIONAL DUTIES OF THE REGISTRAR**

The Registrar shall maintaina Register for each Series of Registered Notes in accordance with theConditions and the Regulations. The Register shall show the number of issuedCertificates, their principal amount, their date of issue and their certificatenumber (which shall be unique for each Certificate of a Series) and shallidentify each Registered Note, record the name and address of its initialholder, all subsequent transfers, exercises of options and changes of ownershipin respect of it, the names and addresses of its subsequent holders and theCertificate from time to time representing it, in each case distinguishingbetween Registered Notes of the same Series having different terms as a resultof the partial exercise of any option. The Registrar shall at all reasonabletimes during office hours make the Register available to the relevant Issuer,the Guarantor (where applicable), the Fiscal Agent and the Transfer Agents orany person authorised by any of them for inspection and for the taking ofcopies and the Registrar shall deliver to such persons all such lists ofholders of Registered Notes, their addresses and holdings as they may request.

12.                           **REGULATIONS CONCERNING REGISTERED NOTES**

The relevant Issuer may,subject to the Conditions, from time to time with the approval of the FiscalAgent, the Transfer Agents and the Registrar, promulgate regulations concerningthe carrying out of transactions relating to Registered Notes and the forms andevidence to be provided. All such transactions shall be made subject to theRegulations. The initial Regulations are set out in Schedule 12 (*Regulations Concerning the Transfer and Registrationof Registered Notes*).

13.                           **DOCUMENTS AND FORMS**

## 13.1                     Fiscal Agent

Each Issuer shall provide tothe Fiscal Agent in a sufficient quantity, in the case ofsub-clauses 13.1.2(ii), 13.1.3 and 13.1.4, for distribution among therelevant Agents as required by this Agreement or the Conditions:

### 13.1.1                      executed master Global Notes to be used fromtime to time for the purpose of issuing Notes in accordance with Section 3(*Issue of Notes and Certificates*);

### 13.1.2                      if Definitive Notes in bearer form of anySeries are to be issued by it, (i) such Definitive Notes and any relatedCoupons, Receipts and Talons, duly executed on behalf of the relevant Issuer,(ii) specimens of such Notes, Coupons, Receipts and Talons and (iii) additionalforms of such Notes, Coupons, Receipts and Talons for the purpose of issuingreplacements, at least 14 days before the Exchange Date for the relative BearerGlobal Note (and the Fiscal Agent (or its agent on its behalf) shallauthenticate such Definitive Notes immediately before their issue);

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### 13.1.3                      all documents (including Exercise Notices)required under the Notes issued by it or by any listing authority, exchangeand/or quotation system on which the Notes issued by it are admitted tolisting, trading and/or quotation to be available for issue or inspectionduring business hours (and the Paying Agents, in the case of Bearer Notes, andthe Transfer Agents, in the case of Registered Notes, shall make such documentsavailable for collection or inspection to the Noteholders that are soentitled); and

### 13.1.4                      forms of voting certificates and block votinginstructions, together with instructions as to how to complete, deal with andrecord the issue of such forms (and the Paying Agents, in the case of BearerNotes, and the Transfer Agents, in the case of Registered Notes, shall makesuch documents available to the relevant Noteholders and carry out the otherfunctions set out in Schedule 10 (*Provisionsfor Meetings of Noteholders*)).

## 13.2                     Registrar

Each Issuer shall providethe Registrar with enough blank Certificates and executed master RegisteredGlobal Notes to meet the Transfer Agents’ and the Registrar’s anticipatedrequirements for Certificates upon the issue and transfer of each of Series ofRegistered Notes issued by it and for the purpose of issuing replacementCertificates.

## 13.3                     Notes etc. held by Agents

Each Agent (a) acknowledgesthat all forms of Notes, Certificates, Coupons, Receipts and Talons deliveredto and held by it pursuant to this Agreement shall be held by it as custodianonly and it shall not be entitled to and shall not claim any lien or othersecurity interest on such forms, (b) shall only use such forms in accordancewith this Agreement, (c) shall maintain all such forms in safe keeping, (d)shall take such security measures as may reasonably be necessary to preventtheir theft, loss or destruction and (e) shall keep an inventory of all suchforms and make it available to the Issuers, the Guarantor and the other Agentsat all reasonable times.

14.                           **DUTIES OF CALCULATION AGENT**

The Calculation Agent shallperform the duties expressed to be performed by it in the Conditions in respectof each Series of Notes in respect of which it is appointed as CalculationAgent. As soon as practicable after the relevant time on each InterestDetermination Date or such time on such date as the Conditions may require tobe calculated any Interest Amount, Redemption Amount or Instalment Amount, anyquotation to be obtained or any determination or calculation to be made by theCalculation Agent, the Calculation Agent shall determine the Interest Rate andcalculate the Interest Amounts in respect of each denomination of the Notes forthe relevant Interest Accrual Period, Interest Period or Interest Payment Date,calculate the Redemption Amount or Instalment Amount, obtain such quotationand/or make such determination or calculation, as the case may be, and causethe Interest Rate and the Interest Amounts for each Interest Accrual Period,Interest Period or Interest 

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Payment Date and, ifrequired, the relevant Interest Payment Date and, if required to be calculated,any Redemption Amount or Instalment Amount to be notified to any otherCalculation Agent appointed in respect of the Notes that is to make a furthercalculation upon receipt of such information, the Fiscal Agent, the relevantIssuer, the Guarantor (where applicable), each of the Paying Agents (in thecase of Bearer Notes), the Registrar (in the case of Registered Notes) therelevant Noteholders and, if the relevant Notes are to be admitted to listing,trading and/or quotation by a listing authority, exchange or quotation systemand the rules of such listing authority, exchange or quotation system sorequire, such listing authority, exchange or quotation system as soon aspossible after their determination but in no event later than (i) thecommencement of the relevant Interest Period, if determined prior to such time,in the case of notification to such listing authority, exchange or quotationsystem of an Interest Rate and Interest Amount, or (ii) in all other cases, thefourth Business Day (as defined in Condition 5(k) (*Definitions*)) after such determination. If the CalculationAgent at any material time does not make any determination or calculation ortake any action that it is required to do pursuant to the Conditions, it shallforthwith notify the relevant Issuer and the Fiscal Agent.

15.                           **FEES AND EXPENSES**

## 15.1                     Fees

The relevant Issuer or, ifthe Issuer is ANZNIL, failing such Issuer, the Guarantor shall pay to theFiscal Agent the fees and expenses in respect of the Agents’ services asseparately agreed with the Fiscal Agent and none of the Issuers need concernthemselves with their apportionment between the Agents.

## 15.2                     Costs

Subject to any otheragreement with the Agents, the relevant Issuer or, if the Issuer is ANZNIL,failing such Issuer, the Guarantor shall also pay on demand all reasonableout-of-pocket expenses (including legal, advertising, telex and postageexpenses) incurred by the Agents in connection with their services togetherwith any applicable value added tax, sales, stamp, issue, registration,documentary or other taxes or duties arising in relation to or in connectionwith the relevant Issuer or the issue of any Notes by the relevant Issuer.

16.                           **INDEMNITY**

## 16.1                     By Issuers

Each of ANZBGL and ANZNBLseverally (where it is the relevant Issuer), and each of ANZNIL and theGuarantor jointly and severally with each other only (where ANZNIL is therelevant Issuer), shall on demand indemnify each Agent against any loss,liability, cost, claim, action, demand or expense (including, but not limitedto, all costs, charges and expenses paid or incurred in disputing or defendingany of the foregoing) that it may incur or that may be made against it arisingout of or in relation to or in connection with its appointment or the exerciseof its functions under this 

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Agreement in relation to orin connection with the relevant Issuer or in the case where ANZNIL is therelevant Issuer only, the Guarantor, or the issue of Notes by the relevantIssuer, except such as may result from a breach by such Agent of this Agreementor its own negligence, bad faith or wilful default or that of its officers,employees or agents.

## 16.2                     By Agents

Each Agent shall on demandseverally indemnify each Issuer and, where applicable, the Guarantor againstany loss, liability, costs, claim, action, demand or expense (including, butnot limited to, all costs, charges and expenses paid or incurred in disputingor defending any of the foregoing) that the relevant Issuer or, as the case maybe, the Issuers or, where applicable, the Guarantor may incur or that may bemade against it as a result of such Agent’s negligence, bad faith or wilfuldefault or that of its officers, employees or agents.

## 16.3                     Survival of Indemnities

Notwithstanding anythingelse to the contrary contained herein, the indemnities and obligations of theparties contained in this Section 16 (*Indemnity*)shall survive any termination of this Agreement howsoever caused and anyresignation or replacement of any Agent hereunder.

17.                           **GENERAL**

## 17.1                     No Agency or Trust

In acting under thisAgreement the Agents shall have no obligation towards or relationship of agencyor trust with the holder of any Note, Receipt, Coupon or Talon.

## 17.2                     Holder to be treated as Owner

Except as otherwise requiredby law, each Agent shall treat the holder of a Note, Receipt, Coupon or Talonas its absolute owner as provided in the Conditions and shall not be liable fordoing so.

## 17.3                     No Lien

No Agent shall exercise anylien, right of set-off or similar claim against any holder of a Note, Receiptor Coupon in respect of moneys payable by it under this Agreement.

## 17.4                     Taking of Advice

Each Agent may consult onany legal matter any legal adviser selected by it, who may be an employee of oradviser to any of the Issuers or the Guarantor, and it shall not be liable inrespect of anything done, or omitted to be done, relating to that matter ingood faith in accordance with that adviser’s opinion.

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## 17.5                     Reliance on Documents etc.

No Agent shall be liable inrespect of anything done or suffered by it in reliance on a Note, Certificate,Receipt, Coupon, Talon or other document or information from any electronic orother source reasonably believed by it to be genuine and to have been signed orotherwise given or disseminated by the proper parties.

## 17.6                     Other Relationships

Any Agent and any otherperson, whether or not acting for itself, may acquire, hold or dispose of anyNote, Receipt, Coupon, Talon or other security (or any interest therein) of theIssuers or any other person, may enter into or be interested in any contract ortransaction with any such person, and may act on, or as depositary, trustee oragent for, any committee or body of holders of securities of any such person,in each case with the same rights as it would have had if that Agent were notan Agent and need not account for any profit.

## 17.7                     List of Authorised Persons

Each Issuer and theGuarantor shall provide the Fiscal Agent for itself and for delivery to eachother Agent with a copy of the certified list of persons authorised to takeaction on its behalf in connection with this Agreement (as referred to in theInitial Documentation List of the Programme Agreement) and shall notify theFiscal Agent and each other Agent immediately in writing if any of such personsceases to be so authorised or if any additional person becomes so authorised.Unless and until notified of any such change, each Agent shall be entitled torely on the certificate(s) delivered to it and all instructions given inaccordance with such certificate(s) shall be binding on the relevant Issuer orthe Guarantor, as appropriate.

## 17.8                     Amendments

This Agreement may beamended by the Issuers, the Guarantor and the Fiscal Agent, without the consentof any other Agent or holder, for the purpose of curing any ambiguity orcuring, correcting or supplementing any defective provision contained herein orin any manner which the Issuers, the Guarantor and the Fiscal Agent maymutually deem necessary or desirable and which does not, in the reasonableopinion of the Issuers, the Guarantor and the Fiscal Agent, adversely affectthe interests of the holders. Notice of any such amendment shall be given bythe Fiscal Agent to each of the other Agents.

18.                           **CHANGES IN AGENTS**

## 18.1                     Appointment and Termination

In relation to any Series ofNotes, the relevant Issuers and, where applicable, the Guarantor may at anytime appoint additional Paying Agents or Transfer Agents or an additionalRegistrar and/or terminate the appointment of any Agent or appoint a replacementFiscal Agent, Registrar or Calculation Agent by giving to the Fiscal Agent andthat Agent at least 60 days’ notice to that effect, which notice shall expireat least 10 days before or after any due date for payment in respect of theNotes of that Series. Upon any letter of appointment being executed by or onbehalf of the relevant Issuer, 

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and, where applicable, theGuarantor and any person appointed as an Agent, such person shall become aparty to this Agreement as if originally named in it and shall act as suchAgent in respect of that or those Series of Notes in respect of which it isappointed. In addition, the Issuer and, where applicable, the Guarantor will atall times maintain a paying agent in an EU Member State that will not beobliged to withhold or deduct tax pursuant to European Council Directive2003/48/EC or any other Directive implementing the conclusions of the ECOFINCouncil meeting of 26 and 27 November 2000 or any law implementing or complyingwith, or introduced in order to conform to, such Directive, provided thatthere is an EU Member State in which no such obligation is imposed.

## 18.2                     Resignation

In relation to any Series ofNotes, any Agent may resign its appointment at any time by giving the relevantIssuer and, where applicable, the Guarantor, and the Fiscal Agent at least 60days’ notice to that effect, which notice shall expire at least 10 days beforeor after any due date for payment in respect of the Notes of that Series.

## 18.3                     Condition to Resignation and Termination

No such resignation or(subject to Clause 18.5 (*AutomaticTermination*)) termination of the appointment of the Fiscal Agent,Registrar or Calculation Agent shall, however, take effect until a new FiscalAgent, Registrar or Calculation Agent (as the case may be), which (in the caseof the Fiscal Agent or Calculation Agent) shall be a bank or trust company ingood standing with a specified office in London and which (in the case of theRegistrar) shall be a bank or trust company in good standing with a specifiedoffice in New York City, has been appointed. No resignation or termination ofthe appointment of a Paying Agent or a Transfer Agent shall take effect ifthere would not then be such Paying Agents or Transfer Agents as are requiredby the Conditions. The Issuers and, where applicable, the Guarantor agree thatif, by the day falling 10 days before the expiry of any notice underClause 18.2 (*Registration*),they have not appointed a successor to the Agent to which such notice relates,the relevant Agent shall be entitled, on behalf of the Issuers and, whereapplicable, the Guarantor, to appoint a successor, subject to the Issuers and,where applicable, the Guarantor giving their prior written approval (suchapproval to be given promptly and not to be unreasonably withheld).

## 18.4                     Change of Office

If an Agent changes theaddress of its specified office in a city it shall give the Issuers, theGuarantor and the Fiscal Agent at least 60 days notice of the change, givingthe new address and the date on which the change is to take effect.

## 18.5                     Automatic Termination

The appointment of theFiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable ofacting, is adjudged bankrupt or insolvent, files a voluntary petition inbankruptcy, makes an assignment for the benefit of its creditors, consents to 

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the appointment of areceiver, administrator or other similar official of all or a substantial partof its property or admits in writing its inability to pay or meet its debts asthey mature or suspends payment thereof, or if a resolution is passed or anorder made for the winding-up or dissolution of the Fiscal Agent, a receiver,administrator or other similar official of the Fiscal Agent or all or asubstantial part of its property is appointed, a court order is enteredapproving a petition filed by or against it under applicable bankruptcy orinsolvency law, or a public officer takes charge or control of the Fiscal Agentor its property or affairs for the purpose of rehabilitation, conservation orliquidation.

## 18.6                     Delivery of Records

If the Fiscal Agent orRegistrar resigns or its appointment is terminated, the Fiscal Agent shall onthe date on which the resignation or termination takes effect pay to thesuccessor Fiscal Agent any amount held by it for payment in respect of theNotes, Receipts or Coupons and the Fiscal Agent or Registrar, as the case maybe, shall deliver to the successor Fiscal Agent or Registrar the records keptby it and all documents and forms held by it pursuant to this Agreement.

## 18.7                     Successor Corporations

A corporation into which anAgent is merged or converted or with which it is consolidated or that resultsfrom a merger, conversion or consolidation to which it is a party shall, to theextent permitted by applicable law, be the successor Agent under this Agreementwithout further formality. The Agent concerned shall notify such an event tothe other parties to this Agreement.

## 18.8                     Notices

The Fiscal Agent shall giveNoteholders at least 30 days’ notice of any proposed appointment, termination,resignation or change under Clauses 18.1 (*Appointmentand Termination*) 18.2 (*Resignation*)and, 18.4 (*Change of Office*) ofwhich it is aware and, as soon as practicable, notice of any succession underClause 18.7 (*Successor Corporations*)of which it is aware. The Issuers or, where applicable, the Guarantor shallgive Noteholders, as soon as practicable, notice of any termination underClause 18.5 (*Automatic Termination*)of which it is aware.

19.                           **COMMUNICATIONS**

## 19.1                     Method

Each communication underthis Agreement shall be made by fax or otherwise in writing. Each communicationor document to be delivered to any party under this Agreement shall be sent tothat party at the fax number or address, and marked for the attention of theperson (if any), from time to time designated by that party to the Fiscal Agent(or, in the case of the Fiscal Agent, by it to each other party) for thepurpose of this Agreement. The initial telephone number, fax number, addressand person so designated are set out in the Procedures Memorandum.

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## 19.2                     Deemed Receipt

Any communication from anyparty to any other under this Agreement shall be effective, if by fax when goodreceipt is confirmed by the recipient following enquiry by the sender and if inwriting when delivered, except that a communication received outside normalbusiness hours shall be deemed to be received on the next business day in thecity in which the recipient is located.

20.                           **NOTICES**

## 20.1                     Publication

At the request and expenseof the relevant Issuer, of the Issuers and/or, where applicable, of theGuarantor as the case may be, the Fiscal Agent shall arrange for thepublication of all notices to Noteholders (other than those to be published bythe Calculation Agent). Notices to Noteholders shall be published in accordancewith the Conditions.

## 20.2                     Notices from Noteholders

Each of the Fiscal Agent andthe Registrar shall promptly forward to the relevant Issuer and, whereapplicable, the Guarantor any notice received by it from a Noteholder, whetherelecting to exchange a Global Note for Definitive Notes or otherwise.

21.                           **GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS**

## 21.1                     Governing Law

This Agreement, and allmatters arising or connected with it, shall be governed by and construed inaccordance with English law.

## 21.2                     Jurisdiction

The parties agree that thecourts of England shall have jurisdiction to hear and determine any suit,action or proceedings, and to settle any disputes, which may arise out of or inconnection with this Agreement (respectively, “**Proceedings**” and “**Disputes**”)and, for such purposes, irrevocably submit to the jurisdiction of such courts.

## 21.3                     Appropriate forum

The parties irrevocablywaive any objection which they might now or hereafter have to the courts ofEngland being nominated as the forum to hear and determine any Proceedings andto settle any Disputes, and agrees not to claim that any such court is not aconvenient or appropriate forum.

## 21.4                     Service of Process

Each Issuer and theGuarantor agree that the process by which any Proceedings in England are begunmay be served on it by being delivered to the officer in charge of 

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the London branch ofAustralia and New Zealand Banking Group Limited, Minerva House, Montague Close,London SE1 9DH. If such person is not or ceases to be effectively appointed toaccept service of process on behalf of the relevant Issuer or the Guarantor,such Issuer or the Guarantor, as the case may be, shall appoint a furtherperson in England to accept service of process on behalf of such Issuer or theGuarantor, as the case may be, and, failing such appointment, within 15 days,any Agent shall be entitled to appoint such a person by written noticeaddressed and delivered to such Issuer or the Guarantor, as the case may be.Nothing in this paragraph shall affect the right of any Agent to serve processin any other manner permitted by law.

## 21.5                     Non-exclusivity

The submission to thejurisdiction of the courts of England shall not (and shall not be construed soas to) limit the right of any party to take Proceedings in any other court ofcompetent jurisdiction, nor shall the taking of Proceedings in anyone or morejurisdictions preclude the taking of Proceedings in any other jurisdiction(whether concurrently or not) if and to the extent permitted by law.

## 21.6                     Consent to enforcement etc.

Each Issuer and theGuarantor consents generally in respect of any Proceedings to the giving of anyrelief or the issue of any process in connection with such Proceedingsincluding (without limitation) the making, enforcement or execution against anyproperty whatsoever (irrespective of its use or intended use) of any order orjudgment which may be made or given in such Proceedings.

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This Agreement has been entered into on the date stated at thebeginning.

***The Issuers***
| **AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**                         |
|-----------------------------------------------------------------------------|
| ** **                                                                  |   |
| By:                                                                         | /s/ ANDY YIANNIS |   |   |
|                                                                        |   |
|                                                                        |   |
| **ANZ  NATIONAL BANK LIMITED**                                              |   |
| ** **                                                                  |   |
| By:                                                                         | /s/ ANTHONY  BRADSHAW |   |   |
|                                                                        |   |
|                                                                        |   |
| **ANZ  NATIONAL (INT’L) LIMITED**                                      |   |
| ** **                                                                  |   |
| By:                                                                         | /s/ JAMES  FLEMING |   |   |
|                                                                        |   |
|                                                                        |   |
| ***The  Guarantor***                                                        |   |
| *** ***                                                                |   |
| **ANZ  NATIONAL BANK LIMITED**                                              |   |
| ** **                                                                  |   |
| By:                                                                         | /s/ ANTHONY  BRADSHAW |   |   |
|                                                                        |   |
|                                                                        |   |
| ***The Fiscal Agent, Calculation  Agent, Paying Agent and Transfer Agent*** |
| *** ***                                                                |   |
| **DEUTSCHE BANK AG, LONDON BRANCH**                                         |
| ** **                                                                  |   |
| By:                                                                         | /s/ DOMINIC  SELWOOD |   | /s/ CAROL MORRIS |   |
|                                                                        |   |
|                                                                        |   |
| ***The  Registrar and Transfer Agent***                                     |   |
| *** ***                                                                |   |
| **DEUTSCHE BANK TRUST COMPANY AMERICAS**                                    |
| ** **                                                                  |   |
| By:                                                                         | /s/ ALAN  COLLETTI |   | /s/ SALLY WALLER |   |
|                                                                             |  |  |  |  |  |  |  |  |  |  |

 

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**SCHEDULE 1Forms Of Temporary Global Note**

**PART A - ANZBGLTEMPORARY GLOBAL NOTE**

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[(*) The followinglegend will appear on the face of each Temporary Global Note which isexchangeable for Bearer Notes in definitive form according to the relevantFinal Terms:]

[NO OFFSHOREASSOCIATE OF THE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA ORNON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIAAT OR THROUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY ORINDIRECTLY) ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THISNOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTERESTOR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THEPLACEMENT OF THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDSMANAGER OR RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT ORTHROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OFAUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SOACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN FAVOUROF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OFAUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESSIN AUSTRALIA AT OR THROUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.

ANY OFFSHOREASSOCIATE, RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGEDIN CARRYING ON BUSINESS IN AUSTRALIA AT OR THROUGH A PERMANENT ESTABLISHMENTWITHIN AUSTRALIA WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECTOF THIS NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLEDTO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCHTAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS NOTE.]

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[(*) The followinglegend will appear on the face of each Temporary Global Note other than anyTemporary Global Note which is exchangeable for Bearer Notes in definitive formaccording to the relevant Final Terms:]

[NO OFFSHOREASSOCIATE OF THE ISSUER (AS DEFINED BELOW) MAY (DIRECTLY OR INDIRECTLY) ACQUIRETHIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN ANOFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THECAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OFTHE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER ORRESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT ORTHROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OFAUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SOACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED INFAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE.

ANY OFFSHOREASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THISNOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TORECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANYAMOUNT DEDUCTED BY THE ISSUER ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDEROR IN RESPECT OF THE NOTE.]

[ANY UNITED STATESPERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THEUNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**(Australian Business Number 11 005 357 522)

**Euro Medium Term Note ProgrammeSeries No. [        ] [Title of Issue]**

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(1)           This legend can be deleted if theNotes have an initial maturity of 365 days or less.

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**TEMPORARY GLOBAL NOTETemporary Global Note No. [     ]**

This TemporaryGlobal Note is issued in respect of the Notes (the “**Notes**”)of the Tranche and Series specified in Appendix 3 hereto of AUSTRALIA AND NEWZEALAND BANKING GROUP LIMITED****(the “**Issuer**”).

**Interpretationand Definition**

References in thisTemporary Global Note to the “**Conditions**” areto the Terms and Conditions applicable to the Notes (which are in the form setout in Schedule 6 to the Amended and Restated Agency Agreement dated 25September 2006 (as further supplemented and/or amended and/or restated as atthe Issue Date, the “**Agency Agreement**”)between, among others, the Issuer, Deutsche Bank AG, London Branch as FiscalAgent and the other Agents named in it, as such form is supplemented and/ormodified and/or superseded by the provisions of this Temporary Global Note(including the supplemental definitions and any modifications or additions setout in Appendix 3 hereto), which in the event of any conflict shallprevail).  Other capitalised terms usedin this Temporary Global Note shall have the meanings given to them in theConditions or the Agency Agreement. Unless Appendix 3 hereto specifies that the applicable TEFRA exemptionis either “C Rules” or “not applicable”, this Temporary Global Note is a “**D****Rules Note**”.

**AggregateNominal Amount**

The aggregatenominal amount from time to time of this Temporary Global Note shall be anamount equal to the aggregate nominal amount of the Notes as shall be shown bythe latest entry in the fourth column of Appendix 1 hereto, which shall becompleted by or on behalf of the Fiscal Agent upon (i) the issue of Notesrepresented hereby, (ii) the exchange of the whole or a part of this TemporaryGlobal Note for a corresponding interest in a Permanent Global Note or, as thecase may be, for Definitive Notes, (iii) the redemption or purchase andcancellation of Notes represented hereby, (iv) in the case of Partly-paidNotes, the forfeiture of Notes represented hereby in accordance with theConditions relating to such Partly-paid Notes and/or (v) the exchange ofinterests in this Temporary Global Note for direct enforcement rights, all asdescribed below.

**Promiseto Pay**

Subject asprovided herein, the Issuer, for value received, promises to pay to the bearerof this Temporary Global Note, upon presentation and (when no further paymentis due in respect of this Temporary Global Note) surrender of this TemporaryGlobal Note, on the Maturity Date (or on such earlier date as the RedemptionAmount may become payable in accordance with the Conditions) the RedemptionAmount in respect of the aggregate nominal amount of Notes represented by thisTemporary Global Note and (unless this Temporary Global Note does not bearinterest) to pay interest in respect of such aggregate nominal amount of Notesfrom the Interest Commencement Date in arrear at the rates, in the amounts 

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and on the datesfor payment provided for in the Conditions together with such other sums andadditional amounts (if any) as may be payable under the Conditions, inaccordance with the Conditions.

**Exchange**

On or after theExchange Date, the outstanding nominal amount of this Temporary Global Note maybe exchanged for a Permanent Global Note or Definitive Notes in accordance withthe next paragraph.

Subject asprovided in the Conditions applicable to Partly-paid Notes, on or after thefirst day following the expiry of 40 days after the Issue Date (the “**Exchange Date**”), this Temporary Global Note may be exchanged(free of charge to the holder) in whole or (in the case of a D Rules Note only)from time to time in part by its presentation and, on exchange in full,surrender to or to the order of the Fiscal Agent for interests in a PermanentGlobal Note or, if so specified in Appendix 3 hereto, for Definitive Notes inan aggregate nominal amount equal to the nominal amount of this TemporaryGlobal Note submitted for exchange; provided that, in the case of any part of a D Rules Note submitted forexchange for a Permanent Global Note or Definitive Notes, there shall have beenCertification with respect to such nominal amount submitted for such exchangedated no earlier than the Exchange Date.

“**Certification**” means the presentation to the Fiscal Agent ofa certificate or certificates with respect to one or more interests in thisTemporary Global Note, signed by Euroclear or Clearstream, Luxembourg,substantially to the effect set out in Schedule 14 to the Agency Agreement withrespect thereto and that no contrary advice as to the contents thereof has beenreceived by Euroclear or Clearstream, Luxembourg, as the case may be.

Upon the whole ora part of this Temporary Global Note being exchanged for a Permanent Global Note,such Permanent Global Note shall be exchangeable in accordance with its termsfor Definitive Notes.

The DefinitiveNotes for which this Temporary Global Note or a Permanent Global Note may beexchangeable shall be duly executed and authenticated and shall have attachedto them all Coupons (and, where appropriate, Talon) in respect of interest, andall Receipts in respect of Instalment Amounts, that have not already been paidon this Temporary Global Note or the Permanent Global Note, as the case may be,shall be security printed in accordance with applicable legal, listingauthority, exchange and/or quotation system requirements and shall besubstantially in the form set out in Schedule 4 to the Agency Agreement assupplemented and/or modified and/or superseded by the terms of Appendix 3hereto.

On exchange infull and surrender of this Temporary Global Note for Definitive Notes, theIssuer shall, if the holder so requests, procure that it is cancelled andreturned to the holder together with the relevant Definitive Notes.  On any exchange of a part of this TemporaryGlobal Note for an equivalent interest in a Permanent Global Note, or forDefinitive Notes, the portion of the nominal amount hereof so exchanged shall beendorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereuponthe nominal amount hereof shall be reduced for all purposes by the amount soexchanged and endorsed.

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If, for any actualor alleged reason that would not have been applicable had there been noexchange of this Temporary Global Note (or part of this Temporary Global Note)or in any other circumstances whatsoever, the Issuer does not perform or complywith any one or more of what are expressed to be its obligations under anyDefinitive Notes, then any right or remedy relating in any way to theobligation(s) in question may be exercised or pursued on the basis of thisTemporary Global Note despite its stated cancellation after its exchange infull, as an alternative, or in addition, to the Definitive Notes (or the Coupons,Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in fulland cancellation of this Temporary Global Note for Definitive Notes, thisTemporary Global Note shall become void.

**Benefitof Conditions**

Except as otherwisespecified herein, this Temporary Global Note is subject to the Conditions and,until the whole of this Temporary Global Note is exchanged for equivalentinterests in a Permanent Global Note, or for Definitive Notes, as the case maybe, the holder of this Temporary Global Note shall in all respects be entitledto the same benefits as if it were the holder of the Permanent Global Note (orthe relevant part of it) or the Definitive Notes, as the case may be, for whichit may be exchanged as if such Permanent Global Note or Definitive Notes hadbeen issued on the Issue Date.

**Payments**

No person shall beentitled to receive any payment in respect of the Notes represented by thisTemporary Global Note that falls due on or after the Exchange Date unless, upondue presentation of this Temporary Global Note for exchange, delivery of (or,in the case of a subsequent exchange, due endorsement of) a Permanent GlobalNote or Definitive Notes, as the case may be, is improperly withheld or refusedby or on behalf of the Issuer.

Payments due inrespect of a D Rules Note before the Exchange Date shall only be made inrelation to such nominal amount of this Temporary Global Note with respect towhich there shall have been Certification dated no earlier than such due datefor payment.

Any payments thatare made in respect of this Temporary Global Note shall be made to its holderagainst presentation and (if no further payment falls to be made on it)surrender of it at the specified office of the Fiscal Agent or of any other PayingAgent provided for in the Conditions.  Ifany payment in full of principal is made in respect of any Note represented bythis Temporary Global Note, the portion of this Temporary Global Noterepresenting such Note shall be cancelled and the amount so cancelled shall beendorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto (suchendorsement being *prima facie* evidence that thepayment in question has been made) whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.  If any other payments are made in respect ofthe Notes represented by this Temporary Global Note, a record of each suchpayment shall be endorsed by or on behalf of the Fiscal Agent on an additionalschedule hereto (such endorsement being *prima facie*evidence that the payment in question has been made).

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**Cancellation**

Cancellation ofany Note represented by this Temporary Global Note that is required by theConditions to be cancelled (other than upon its redemption) shall be effectedby reduction in the nominal amount of this Temporary Global Note representingsuch Note on its presentation to or to the order of the Fiscal Agent forendorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.

**Events ofDefault**

If the Notesrepresented by this Temporary Global Note are Unsubordinated Notes, the holderhereof may from time to time exercise the right to declare the UnsubordinatedNotes represented by this Temporary Global Note due and payable following anEvent of Default in accordance with the Conditions by stating in a notice givento the Fiscal Agent the nominal amount of the Unsubordinated Notes (which maybe less than the outstanding nominal amount hereof) to which such noticerelates.  If the Notes represented bythis Temporary Global Note are Subordinated Notes, following the occurrence ofan Event of Default in paragraph (ii) of Condition 10*(b)*whichis continuing, the holder hereof may only (subject to Condition 3(b)), in orderto enforce the obligations of the Issuer under the Subordinated Notesrepresented by this Temporary Global Note: (i) notwithstanding the provisionsof (ii) below, institute proceedings in the State of Victoria, Commonwealth ofAustralia (but not elsewhere) for the winding up of the Issuer (all subject to,and in accordance with, the subordination terms of Condition 11); or (ii)institute proceedings for recovery of money then due, provided that the Issuerwill not, by virtue of the institution of any such proceedings (other thanproceedings for the winding up of the Issuer) be obliged to pay any sumsrepresenting principal or interest in respect of the Subordinated Notesrepresented by this Temporary Global Note sooner than the same would otherwisehave been payable by it.  If the Notesrepresented by this Temporary Global Note are Subordinated Notes (subject toCondition 3(b)), no remedy against the Issuer, other than those referred to in(i) and (ii) above, shall be available to the holder hereof, whether for therecovery of amounts owing in respect of the Subordinated Notes represented bythis Temporary Global Note or in respect of any breach by the Issuer of any ofits other obligations under or in respect of the Subordinated Notes representedby this Temporary Global Note.

If the principalin respect of any Notes is not paid when due (but subject as provided below),the holder of this Temporary Global Note may from time to time elect thatDirect Rights under the provisions of (and as defined in) the Deed of Covenantexecuted by the Issuer as of 3 October 2005 (as further supplemented and/oramended and/or restated as at the Issue Date, the “**Deed ofCovenant**”) (a copy of which is available for inspection at thespecified office of the Fiscal Agent and which the Issuer acknowledges to applyto the Notes represented by this Temporary Global Note) shall come into effectin respect of a nominal amount of Notes up to the aggregate nominal amount inrespect of which such failure to pay principal has occurred.  Such election shall be made by notice to theFiscal Agent and presentation of this Temporary Global Note to or to the orderof the Fiscal Agent for reduction of the nominal amount of Notes represented bythis Temporary Global Note by such amount as may be stated in such notice byendorsement in Appendix 1 hereto and a corresponding endorsement in Appendix 2 

34

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hereto of suchnominal amount of Notes formerly represented hereby as the nominal amount ofNotes in respect of which Direct Rights have arisen under the Deed ofCovenant.  Upon each such notice beinggiven, this Temporary Global Note shall become void to the extent of thenominal amount stated in such notice, save to the extent that the appropriateDirect Rights shall fail to take effect, for whatever reason.

No such electionmay however be made on or before the Exchange Date unless the holder elects insuch notice that the exchange for such Notes shall no longer take place.

**Notices**

Notices requiredto be given in respect of the Notes represented by this Temporary Global Notemay be given by their being delivered (so long as this Temporary Global Note isheld on behalf of Euroclear and Clearstream, Luxembourg or any other clearingsystem) to Euroclear and/or Clearstream, Luxembourg and/or such other clearingsystem, as the case may be, or otherwise to the holder of this Temporary GlobalNote, rather than by publication as required by the Conditions, and, in anycase, such notices shall be deemed to have been given to the Noteholders inaccordance with the Conditions on the date of delivery to Euroclear and/orClearstream, Luxembourg and/or any other relevant clearing system.

No provision ofthis Temporary Global Note shall alter or impair the obligation of the Issuerto pay the principal and premium of and interest on the Notes when due inaccordance with the Conditions.

**Contracts(Rights of Third Parties) Act 1999**

The Conditions donot confer a right under the Contracts (Rights of Third Parties) Act 1999 toenforce any term of this Temporary Global Note, but this does not affect anyrights or remedy which exist apart from that Act.

This TemporaryGlobal Note shall not be valid or become obligatory for any purpose untilauthenticated by or on behalf of the Fiscal Agent.

This TemporaryGlobal Note shall be governed by and construed in accordance with, English law,save that where the Notes represented by this Temporary Global Note areSubordinated Notes the subordination provisions thereof shall be governed inaccordance with the laws of the State of Victoria and the Commonwealth ofAustralia.

**INWITNESS**whereof the Issuer has caused this Temporary GlobalNote to be duly signed on its behalf.

Dated as of theIssue Date.
| **AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED** |
|-----------------------------------------------------|
| ** **                                          |
| By:                                                 |   |   |
|                                                |   |   |
|                                                |   |   |
| By:                                                 |   |   |

 

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**Certificateof Authentication**

This Temporary GlobalNote is authenticated

without recourse,warranty or liability

by or on behalf ofthe Fiscal Agent
| **DEUTSCHE BANK AG, LONDON BRANCH** |
|-------------------------------------|
| as Fiscal Agent                     |
|                                |
|                                |
| By:                                 |   |   |
|                                | Authorised  Signatory |   |
|                                | For the purposes  of authentication only |   |
|                                |   |   |
|                                |   |   |
| By:                                 |   |   |
|                                | Authorised  Signatory |   |
|                                | For the purposes  of authentication only |   |
|                                     |  |  |  |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTED BY THISTEMPORARY GLOBAL NOTE**

The following (i)issue of Notes initially represented by this Temporary Global Note, (ii)exchanges of the whole or a part of this Temporary Global Note for interests ina Permanent Global Note, for Definitive Notes or for Direct Rights under theDeed of Covenant and/or (iii) cancellations or forfeitures of interests in thisTemporary Global Note have been made, resulting in the nominal amount of thisTemporary Global Note specified in the latest entry in the fourth column below:
| **Date**   | ** ** | **Amount of   decrease in   nominal amount of   this Temporary   Global Note** | ** ** | **Reason for   decrease in   nominal amount of   this Temporary   Global Note   (exchange,  cancellation  or  forfeiture)** | ** ** | **Nominal amount of   this Temporary   Global Note on   issue or following   such decrease** | ** ** | **Notation made by   or on behalf of the   Fiscal Agent** | ** ** |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|
|       |       |                                                                                                                             |       |                                                                                                                                                                                    |       |                                                                                                                                                     |       |                                                                                                   |       |
| Issue Date |       | Not  applicable                                                                                                                  |       | Not  applicable                                                                                                                                                                         |       |                                                                                                                                                     |       |                                                                                                   |       |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

The nominal amountof Notes in respect of which Direct Rights have arisen under the Deed ofCovenant is shown by the latest entry in the third column below:
| **Date**   | ** ** | **Amount of decrease in  nominal amount of Notes  in respect of which Direct   Rights have arisen** | ** ** | **Initial nominal   amount and nominal   amount following   such increase** | ** ** | **Notation by or on   behalf of the Fiscal   Agent (other than in   respect of initial   nominal amount)** | ** ** |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|       |       |                                                                                                                                                                 |       |                                                                                                                |       |                                                                                                                                                                                       |       |
| Issue Date |       | Not  applicable                                                                                                                                                      |       | Zero                                                                                                                |       | Not  applicable                                                                                                                                                                            |       |

 

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**APPENDIX 3**

**FINAL TERMS**

[Insert theprovisions of the relevant Final Terms that relate to the Conditions or theGlobal Notes as Appendix 3]

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**PART B - ANZNBL TEMPORARY GLOBAL NOTE**

**THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANYINTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS ANACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINEDIN CONDITION 8).**

**[ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BESUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.](2)**

**ANZ NATIONAL BANK LIMITED**

**Euro Medium Term Note ProgrammeSeries No. [     ][Title of Issue]**

**TEMPORARY GLOBAL NOTETemporary Global Note No. [   ]**

ThisTemporary Global Note is issued in respect of the Notes (the “**Notes**”) of the Tranche and Series specifiedin Appendix 3 hereto of ANZ National Bank Limited (the “**Issuer**”).

**Interpretation and Definition**

Referencesin this Temporary Global Note to the “**Conditions**”are to the Terms and Conditions applicable to the Notes (which are in the formset out in Schedule 6 to the Amended and Restated Agency Agreement dated 25September 2006 (as further supplemented and/or amended and/or restated as atthe Issue Date, the “**Agency Agreement**”)between, among others, the Issuer, Deutsche Bank AG, London Branch as FiscalAgent and the other Agents named in it, as such form is supplemented and/ormodified and/or superseded by the provisions of this Temporary Global Note(including the supplemental definitions and any modifications or additions setout in Appendix 3 hereto), which in the event of any conflict shallprevail).  Other capitalised terms usedin this Temporary Global Note shall have the meanings given to them in theConditions or the Agency Agreement. Unless Appendix 3 hereto specifies that the applicable TEFRA exemptionis either “C Rules” or “not applicable”, this Temporary Global Note is a “**D Rules Note**”.

**Aggregate Nominal Amount**

Theaggregate nominal amount from time to time of this Temporary Global Note shallbe an amount equal to the aggregate nominal amount of the Notes as shall be shownby the latest entry in the fourth column of Appendix 1 hereto, which shall becompleted by or on behalf of the Fiscal Agent upon (i) the issue of Notesrepresented hereby, (ii) the exchange of the whole or a part of this TemporaryGlobal Note for a corresponding interest in a Permanent

----

(2)          This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

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GlobalNote or, as the case may be, for Definitive Notes, (iii) the redemption orpurchase and cancellation of Notes represented hereby, (iv) in the case ofPartly-paid Notes, the forfeiture of Notes represented hereby in accordancewith the Conditions relating to such Partly-paid Notes and/or (v) the exchangeof interests in this Temporary Global Note for direct enforcement rights, allas described below.

**Promise to Pay**

Subjectas provided herein, the Issuer, for value received, promises to pay to thebearer of this Temporary Global Note, upon presentation and (when no furtherpayment is due in respect of this Temporary Global Note) surrender of thisTemporary Global Note, on the Maturity Date (or on such earlier date as theRedemption Amount may become payable in accordance with the Conditions) theRedemption Amount in respect of the aggregate nominal amount of Notes representedby this Temporary Global Note and (unless this Temporary Global Note does notbear interest) to pay interest in respect of such aggregate nominal amount ofNotes from the Interest Commencement Date in arrear at the rates, in the amountand on the dates for payment provided for in the Conditions together with suchother sums and additional amounts (if any) as may be payable under theConditions, in accordance with the Conditions.

**Exchange**

Onor after the Exchange Date, the outstanding nominal amount of this TemporaryGlobal Note may be exchanged for a Permanent Global Note or Definitive Notes inaccordance with the next paragraph.

Subjectas provided in the Conditions applicable to Partly-paid Notes, on or after thefirst day following the expiry of 40 days after the Issue Date (the “**Exchange Date**”), this Temporary Global Notemay be exchanged (free of charge to the holder) in whole or (in the case of a DRules Note only) from time to time in part by its presentation and, on exchangein full, surrender to or to the order of the Fiscal Agent for interests in aPermanent Global Note or, if so specified in Appendix 3 hereto, for DefinitiveNotes in an aggregate nominal amount equal to the nominal amount of thisTemporary Global Note submitted for exchange; provided that, in the case of anypart of a D Rules Note submitted for exchange for a Permanent Global Note orDefinitive Notes, there shall have been Certification with respect to suchnominal amount submitted for such exchange dated no earlier than the ExchangeDate.

“**Certification**” means the presentation tothe Fiscal Agent of a certificate or certificates with respect to one or moreinterests in this Temporary Global Note, signed by Euroclear or Clearstream,Luxembourg, substantially to the effect set out in Schedule 14 to the AgencyAgreement with respect thereto and that no contrary advice as to the contentsthereof has been received by Euroclear or Clearstream, Luxembourg, as the casemay be.

Uponthe whole or a part of this Temporary Global Note being exchanged for aPermanent Global Note, such Permanent Global Note shall be exchangeable inaccordance with its terms for Definitive Notes.

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TheDefinitive Notes for which this Temporary Global Note or a Permanent GlobalNote may be exchangeable shall be duly executed and authenticated and shallhave attached to them all Coupons (and, where appropriate, Talon) in respect ofinterest, and all Receipts in respect of Instalment Amounts, that have notalready been paid on this Temporary Global Note or the Permanent Global Note,as the case may be, shall be security printed in accordance with applicablelegal, listing authority, exchange and/or quotation systems requirements andshall be substantially in the form set out in Schedule 4 to the AgencyAgreement as supplemented and/or modified and/or superseded by the terms ofAppendix 3 hereto.

Onexchange in full and surrender of this Temporary Global Note for DefinitiveNotes, the Issuer shall, if the holder so requests, procure that it iscancelled and returned to the holder together with the relevant DefinitiveNotes.  On any exchange of a part of thisTemporary Global Note for an equivalent interest in a Permanent Global Note, orfor Definitive Notes, the portion of the nominal amount hereof so exchangedshall be endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto,whereupon the nominal amount hereof shall be reduced for all purposes by theamount so exchanged and endorsed.

If,for any actual or alleged reason that would not have been applicable had therebeen no exchange of this Temporary Global Note (or part of this TemporaryGlobal Note) or in any other circumstances whatsoever, the Issuer does notperform or comply with any one or more of what are expressed to be itsobligations under any Definitive Notes, then any right or remedy relating inany way to the obligation(s) in question may be exercised or pursued on thebasis of this Temporary Global Note despite its stated cancellation after itsexchange in full, as an alternative, or in addition, to the Definitive Notes(or the Coupons, Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in fulland cancellation of this Temporary Global Note for Definitive Notes, thisTemporary Global Note shall become void.

**Benefit of Conditions**

Exceptas otherwise specified herein, this Temporary Global Note is subject to theConditions and, until the whole of this Temporary Global Note is exchanged forequivalent interests in a Permanent Global Note, or for Definitive Notes, as thecase may be, the holder of this Temporary Global Note shall in all respects beentitled to the same benefits as if it were the holder of the Permanent GlobalNote (or the relevant part of it) or the Definitive Notes, as the case may be,for which it may be exchanged as if such Permanent Global Note or DefinitiveNotes had been issued on the Issue Date.

**Payments**

Noperson shall be entitled to receive any payment in respect of the Notesrepresented by this Temporary Global Note that falls due on or after theExchange Date unless, upon due presentation of this Temporary Global Note forexchange, delivery of (or, in the case of a subsequent exchange, dueendorsement of) a Permanent Global Note or Definitive Notes, as the case maybe, is improperly withheld or refused by or on behalf of the Issuer.

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Paymentsdue in respect of a D Rules Note before the Exchange Date shall only be made inrelation to such nominal amount of this Temporary Global Note with respect towhich there shall have been Certification dated no earlier than such due datefor payment.

Anypayments that are made in respect of this Temporary Global Note shall be madeto its holder against presentation and (if no further payment falls to be madeon it) surrender of it at the specified office of the Fiscal Agent or of anyother Paying Agent provided for in the Conditions.  If any payment in full of principal is madein respect of any Note represented by this Temporary Global Note, the portionof this Temporary Global Note representing such Note shall be cancelled and theamount so cancelled shall be endorsed by or on behalf of the Fiscal Agent inAppendix 1 hereto (such endorsement being *primafacie* evidence that the payment in question has been made) whereuponthe nominal amount hereof shall be reduced for all purposes by the amount socancelled and endorsed.  If any otherpayments are made in respect of the Notes represented by this Temporary GlobalNote, a record of each such payment shall be endorsed by or on behalf of theFiscal Agent on an additional schedule hereto (such endorsement being *prima facie* evidence that the payment inquestion has been made).

**Cancellation**

Cancellationof any Note represented by this Temporary Global Note that is required by theConditions to be cancelled (other than upon its redemption) shall be effectedby reduction in the nominal amount of this Temporary Global Note representingsuch Note on its presentation to or to the order of the Fiscal Agent forendorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.

**Event of Default**

Theholder hereof may from time to time exercise the right to declare Notesrepresented by this Temporary Global Note due and payable following an Event ofDefault in accordance with the Conditions by stating in a notice given to theFiscal Agent the nominal amount of Notes (which may be less than theoutstanding nominal amount hereof) to which such notice relates.

Ifthe principal in respect of any Notes is not paid when due (but subject asprovided below), the holder of this Temporary Global Note may from time to timeelect that Direct Rights under the provisions of (and as defined in) the Deedof Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/oramended and/or restated as at the Issue Date, the “**Deed of Covenant**”) (a copy of which is available forinspection at the specified office of the Fiscal Agent and which the Issueracknowledges to apply to the Notes represented by this Temporary Global Note)shall come into effect in respect of a nominal amount of Notes up to theaggregate nominal amount in respect of which such failure to pay principal hasoccurred.  Such election shall be made bynotice to the Fiscal Agent and presentation of this Temporary Global Note to orto the order of the Fiscal Agent for reduction of the nominal amount of Notesrepresented by this Temporary Global Note by such amount as may be stated insuch notice by endorsement in Appendix 1 hereto and a corresponding endorsementin Appendix 2

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heretoof such nominal amount of Notes formerly represented hereby as the nominalamount of Notes in respect of which Direct Rights have arisen under the Deed ofCovenant.  Upon each such notice beinggiven, this Temporary Global Note shall become void to the extent of thenominal amount stated in such notice, save to the extent that the appropriateDirect Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in theDeed of Covenant and subject to the terms thereof, no term of this TemporaryGlobal Note may be enforceable by any person other than the holder.

Nosuch election may however be made on or before the Exchange Date unless theholder elects in such notice that the exchange for such Notes shall no longertake place.

**Notices**

Noticesrequired to be given in respect of the Notes represented by this TemporaryGlobal Note may be given by their being delivered (so long as this TemporaryGlobal Note is held on behalf of Euroclear and/or Clearstream, Luxembourgand/or any other clearing system) to Euroclear and/or Clearstream, Luxembourgand/or such other clearing system, as the case may be, or otherwise to theholder of this Temporary Global Note, rather than by publication as required bythe Conditions and, in any case, such notices shall be deemed to have beengiven to the Noteholders in accordance with the Conditions on the date ofdelivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevantclearing system.

Noprovision of this Temporary Global Note shall alter or impair the obligation ofthe Issuer to pay the principal and premium of and interest on the Notes whendue in accordance with the Conditions.

**Contract (Rights of Third Parties) Act 1999**

TheConditions do not confer a right under the Contracts (Right of Third Parties)Act 1999 to enforce any term of this Temporary Global Note, but this does notaffect any rights or remedy which exist apart from that Act.

ThisTemporary Global Note shall not be valid or become obligatory for any purposeuntil authenticated by or on behalf of the Fiscal Agent.

ThisTemporary Global Note shall be governed by and construed in accordance withEnglish law.

**IN WITNESS** whereof the Issuer has caused this Temporary Global Note to be dulysigned on its behalf.
| Dated as of the Issue Date.   |   |
|-------------------------------|--------|
|                          |   |
| **ANZ NATIONAL BANK LIMITED** |   |
| ** **                    |   |
| By:                           |   |   |   |
|                          |   |
|                          |   |
| By:                           |   |   |   |

 

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**Certificate of Authentication**

This Temporary Global Noteis authenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent

 

**DEUTSCHEBANK AG, LONDON BRANCH**

asFiscal Agent

 
| By:    |                                     |   |
|--------|------------------------------------------|--------|
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |
|   |                                     |   |
|   |
| By:    |                                     |   |
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTED BY THIS TEMPORARYGLOBAL NOTE**

Thefollowing (i) issue of Notes initially represented by this Temporary GlobalNote, (ii) exchanges of the whole or a part of this Temporary Global Note forinterests in a Permanent Global Note, for Definitive Notes or for Direct Rightsunder the Deed of Covenant and/or (iii) cancellations or forfeitures ofinterests in this Temporary Global Note have been made, resulting in thenominal amount of this Temporary Global Note specified in the latest entry inthe fourth column below:
| **Date**   | ** ** | **Amount of  decrease in  nominal amount  of this  Temporary  Global Note** | ** ** | **Reason for  decrease in  nominal amount  of this  Temporary  Global Note  (exchange,  cancellation or  forfeiture)** | ** ** | **Nominal amount  of this  Temporary  Global Note on  issue or following  such decrease** | ** ** | **Notation made  by or on behalf  of the Fiscal  Agent** |
|------------|------------|-----------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|
| ** ** | ** ** | ** **                                                                  | ** ** | ** **                                                                                                             | ** ** | ** **                                                                                | ** ** | ** **                                               |
| Issue Date |       | Not applicable                                                              |       | Not applicable                                                                                                         |       |                                                                                      |       |                                                     |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

Thenominal amount of Notes in respect of which Direct Rights have arisen under theDeed of Covenant is shown by the latest entry in the third column below:
| **Date**   | ** ** | **Amount of decrease in  nominal amount of  Notes in respect of  which Direct Rights  have arisen** | ** ** | **Initial nominal  amount and nominal  amount following such  increase** | ** ** | **Notation by or on  behalf of the Fiscal  Agent (other than in  respect of initial  nominal amount)** |
|------------|------------|-----------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                          | ** ** | ** **                                                               | ** ** | ** **                                                                                             |
| Issue Date |       | Not applicable                                                                                      |       | Zero                                                                     |       | Not applicable                                                                                         |

 

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**APPENDIX 3**

**FINAL TERMS**

[Insert the provisions ofthe relevant Final Terms that relate to the Conditions or the Global Notes asAppendix 3]

 

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**PART C - ANZNIL TEMPORARY GLOBAL NOTE**

**THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANYINTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS ANACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINEDIN CONDITION 8).**

**[ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BESUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.](3)**

**ANZ NATIONAL (INT’L) LIMITED**

**Euro Medium Term Note ProgrammeSeries No. [     ][Title of Issue]**

**Guaranteed byANZ NATIONAL BANK LIMITED**

**TEMPORARY GLOBAL NOTETemporary Global Note No. [   ]**

ThisTemporary Global Note is issued in respect of the Notes (the “**Notes**”) of the Tranche and Series specifiedin Appendix 3 hereto of ANZ National (Int’l) Limited (the “**Issuer**”) and has the benefit of a guaranteeof ANZ National Bank Limited (the “**Guarantor**”)contained in a deed of guarantee dated 3 October 2005.

**Interpretation and Definition**

Referencesin this Temporary Global Note to the “**Conditions**”are to the Terms and Conditions applicable to the Notes (which are in the formset out in Schedule 6 to the Amended and Restated Agency Agreement dated 25September 2006 (as further supplemented and/or amended and/or restated as atthe Issue Date, the “**Agency Agreement**”)between, among others, the Issuer, the Guarantor, Deutsche Bank AG, LondonBranch as Fiscal Agent and the other Agents named in it, as such form issupplemented and/or modified and/or superseded by the provisions of thisTemporary Global Note (including the supplemental definitions and anymodifications or additions set out in Appendix 3 hereto), which in the event ofany conflict shall prevail).  Othercapitalised terms used in this Temporary Global Note shall have the meaningsgiven to them in the Conditions or the Agency Agreement.  Unless Appendix 3 hereto specifies that theapplicable TEFRA exemption is either “C Rules” or “not applicable”, thisTemporary Global Note is a “**D Rules Note**”.

----

(3)          This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

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**Aggregate Nominal Amount**

Theaggregate nominal amount from time to time of this Temporary Global Note shallbe an amount equal to the aggregate nominal amount of the Notes as shall beshown by the latest entry in the fourth column of Appendix 1 hereto, whichshall be completed by or on behalf of the Fiscal Agent upon (i) the issue ofNotes represented hereby, (ii) the exchange of the whole or a part of thisTemporary Global Note for a corresponding interest in a Permanent Global Noteor, as the case may be, for Definitive Notes, (iii) the redemption or purchaseand cancellation of Notes represented hereby, (iv) in the case of Partly-paidNotes, the forfeiture of Notes represented hereby in accordance with theConditions relating to such Partly-paid Notes and/or (v) the exchange ofinterests in this Temporary Global Note for direct enforcement rights, all asdescribed below.

**Promise to Pay**

Subjectas provided herein, the Issuer, for value received, promises to pay to thebearer of this Temporary Global Note, upon presentation and (when no furtherpayment is due in respect of this Temporary Global Note) surrender of thisTemporary Global Note, on the Maturity Date (or on such earlier date as theRedemption Amount may become payable in accordance with the Conditions) theRedemption Amount in respect of the aggregate nominal amount of Notesrepresented by this Temporary Global Note and (unless this Temporary GlobalNote does not bear interest) to pay interest in respect of such aggregatenominal amount of Notes from the Interest Commencement Date in arrear at therates, in the amount and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

**Exchange**

Onor after the Exchange Date, the outstanding nominal amount of this TemporaryGlobal Note may be exchanged for a Permanent Global Note or Definitive Notes inaccordance with the next paragraph.

Subjectas provided in the Conditions applicable to Partly-paid Notes, on or after thefirst day following the expiry of 40 days after the Issue Date (the “**Exchange Date**”), this Temporary Global Notemay be exchanged (free of charge to the holder) in whole or (in the case of a DRules Note only) from time to time in part by its presentation and, on exchangein full, surrender to or to the order of the Fiscal Agent for interests in aPermanent Global Note or, if so specified in Appendix 3 hereto, for DefinitiveNotes in an aggregate nominal amount equal to the nominal amount of thisTemporary Global Note submitted for exchange; provided that, in the case of anypart of a D Rules Note submitted for exchange for a Permanent Global Note orDefinitive Notes, there shall have been Certification with respect to suchnominal amount submitted for such exchange dated no earlier than the ExchangeDate.

“**Certification**” means the presentation tothe Fiscal Agent of a certificate or certificates with respect to one or moreinterests in this Temporary Global Note, signed by Euroclear or Clearstream,Luxembourg, substantially to the effect set out in Schedule 14 to the Agency

50

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Agreementwith respect thereto and that no contrary advice as to the contents thereof hasbeen received by Euroclear or Clearstream, Luxembourg, as the case may be.

Uponthe whole or a part of this Temporary Global Note being exchanged for aPermanent Global Note, such Permanent Global Note shall be exchangeable inaccordance with its terms for Definitive Notes.

TheDefinitive Notes for which this Temporary Global Note or a Permanent GlobalNote may be exchangeable shall be duly executed and authenticated and shallhave attached to them all Coupons (and, where appropriate, Talon) in respect ofinterest, and all Receipts in respect of Instalment Amounts, that have notalready been paid on this Temporary Global Note or the Permanent Global Note,as the case may be, shall be security printed in accordance with applicablelegal, listing authority, exchange and/or quotation systems requirements andshall be substantially in the form set out in Schedule 4 to the AgencyAgreement as supplemented and/or modified and/or superseded by the terms of Appendix3 hereto.

Onexchange in full and surrender of this Temporary Global Note for DefinitiveNotes, the Issuer shall, if the holder so requests, procure that it iscancelled and returned to the holder together with the relevant DefinitiveNotes.  On any exchange of a part of thisTemporary Global Note for an equivalent interest in a Permanent Global Note, orfor Definitive Notes, the portion of the nominal amount hereof so exchangedshall be endorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto,whereupon the nominal amount hereof shall be reduced for all purposes by theamount so exchanged and endorsed.

If,for any actual or alleged reason that would not have been applicable had therebeen no exchange of this Temporary Global Note (or part of this TemporaryGlobal Note) or in any other circumstances whatsoever, the Issuer does notperform or comply with any one or more of what are expressed to be itsobligations under any Definitive Notes, then any right or remedy relating inany way to the obligation(s) in question may be exercised or pursued on thebasis of this Temporary Global Note despite its stated cancellation after itsexchange in full, as an alternative, or in addition, to the Definitive Notes(or the Coupons, Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in fulland cancellation of this Temporary Global Note for Definitive Notes, thisTemporary Global Note shall become void.

**Benefit of Conditions**

Exceptas otherwise specified herein, this Temporary Global Note is subject to theConditions and, until the whole of this Temporary Global Note is exchanged forequivalent interests in a Permanent Global Note, or for Definitive Notes, asthe case may be, the holder of this Temporary Global Note shall in all respectsbe entitled to the same benefits as if it were the holder of the PermanentGlobal Note (or the relevant part of it) or the Definitive Notes, as the casemay be, for which it may be exchanged as if such Permanent Global Note or DefinitiveNotes had been issued on the Issue Date.

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**Payments**

Noperson shall be entitled to receive any payment in respect of the Notesrepresented by this Temporary Global Note that falls due on or after theExchange Date unless, upon due presentation of this Temporary Global Note forexchange, delivery of (or, in the case of a subsequent exchange, dueendorsement of) a Permanent Global Note or Definitive Notes, as the case maybe, is improperly withheld or refused by or on behalf of the Issuer.

Paymentsdue in respect of a D Rules Note before the Exchange Date shall only be made inrelation to such nominal amount of this Temporary Global Note with respect towhich there shall have been Certification dated no earlier than such due datefor payment.

Anypayments that are made in respect of this Temporary Global Note shall be madeto its holder against presentation and (if no further payment falls to be madeon it) surrender of it at the specified office of the Fiscal Agent or of anyother Paying Agent provided for in the Conditions.  If any payment in full of principal is madein respect of any Note represented by this Temporary Global Note, the portionof this Temporary Global Note representing such Note shall be cancelled and theamount so cancelled shall be endorsed by or on behalf of the Fiscal Agent inAppendix 1 hereto (such endorsement being *primafacie* evidence that the payment in question has been made) whereuponthe nominal amount hereof shall be reduced for all purposes by the amount socancelled and endorsed.  If any otherpayments are made in respect of the Notes represented by this Temporary GlobalNote, a record of each such payment shall be endorsed by or on behalf of theFiscal Agent on an additional schedule hereto (such endorsement being *prima facie* evidence that the payment inquestion has been made).

**Cancellation**

Cancellationof any Note represented by this Temporary Global Note that is required by theConditions to be cancelled (other than upon its redemption) shall be effectedby reduction in the nominal amount of this Temporary Global Note representingsuch Note on its presentation to or to the order of the Fiscal Agent forendorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.

**Event of Default**

Theholder hereof may from time to time exercise the right to declare Notesrepresented by this Temporary Global Note due and payable following an Event ofDefault in accordance with the Conditions by stating in a notice given to theFiscal Agent the nominal amount of Notes (which may be less than theoutstanding nominal amount hereof) to which such notice relates.

Ifthe principal in respect of any Notes is not paid when due (but subject asprovided below), the holder of this Temporary Global Note may from time to timeelect that Direct Rights under the provisions of (and as defined in) the Deedof Covenant executed by the Issuer as of 3 October 2005 (as supplemented and/oramended and/or restated as at the Issue Date, the “**Deed of Covenant**”) (a copy of which is available forinspection at the specified office of the

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FiscalAgent and which the Issuer acknowledges to apply to the Notes represented bythis Temporary Global Note) shall come into effect in respect of a nominalamount of Notes up to the aggregate nominal amount in respect of which suchfailure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent andpresentation of this Temporary Global Note to or to the order of the FiscalAgent for reduction of the nominal amount of Notes represented by thisTemporary Global Note by such amount as may be stated in such notice byendorsement in Appendix 1 hereto and a corresponding endorsement in Appendix 2hereto of such nominal amount of Notes formerly represented hereby as thenominal amount of Notes in respect of which Direct Rights have arisen under theDeed of Covenant.  Upon each such noticebeing given, this Temporary Global Note shall become void to the extent of thenominal amount stated in such notice, save to the extent that the appropriateDirect Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in theDeed of Covenant and subject to the terms thereof, no term of this TemporaryGlobal Note may be enforceable by any person other than the holder.

Nosuch election may however be made on or before the Exchange Date unless theholder elects in such notice that the exchange for such Notes shall no longertake place.

**Notices**

Noticesrequired to be given in respect of the Notes represented by this TemporaryGlobal Note may be given by their being delivered (so long as this TemporaryGlobal Note is held on behalf of Euroclear and/or Clearstream, Luxembourgand/or any other clearing system) to Euroclear and/or Clearstream, Luxembourgand/or such other clearing system, as the case may be, or otherwise to theholder of this Temporary Global Note, rather than by publication as required bythe Conditions and, in any case, such notices shall be deemed to have beengiven to the Noteholders in accordance with the Conditions on the date ofdelivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevantclearing system.

Noprovision of this Temporary Global Note shall alter or impair the obligation ofthe Issuer to pay the principal and premium of and interest on the Notes whendue in accordance with the Conditions.

**Contract (Rights of Third Parties) Act 1999**

TheConditions do not confer a right under the Contracts (Right of Third Parties) Act1999 to enforce any term of this Temporary Global Note, but this does notaffect any rights or remedy which exist apart from that Act.

ThisTemporary Global Note shall not be valid or become obligatory for any purposeuntil authenticated by or on behalf of the Fiscal Agent.

ThisTemporary Global Note shall be governed by and construed in accordance withEnglish law.

**IN WITNESS** whereofthe Issuer has caused this Temporary Global Note to be duly signed on itsbehalf.

 

Datedas of the Issue Date.

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| **ANZ NATIONAL (INT’L)  LIMITED** |   |
|----------------------------------------|--------|
| ** **                             |   |
| By:                                    |   |   |   |
|                                   |   |
|                                   |   |
| By:                                    |   |   |   |

 

 

**Certificateof Authentication**

This Temporary Global Noteis authenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent**DEUTSCHE BANK AG, LONDON BRANCH**

asFiscal Agent

 
| By:    |                                     |   |
|--------|------------------------------------------|--------|
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |
|   |                                     |   |
|   |
| By:    |                                     |   |
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTED BY THIS TEMPORARYGLOBAL NOTE**

Thefollowing (i) issue of Notes initially represented by this Temporary GlobalNote, (ii) exchanges of the whole or a part of this Temporary Global Note forinterests in a Permanent Global Note, for Definitive Notes or for Direct Rightsunder the Deed of Covenant and/or (iii) cancellations or forfeitures ofinterests in this Temporary Global Note have been made, resulting in thenominal amount of this Temporary Global Note specified in the latest entry inthe fourth column below:
| **Date**   | ** ** | **Amount of  decrease in  nominal amount  of this  Temporary  Global Note** | ** ** | **Reason for  decrease in  nominal amount  of this  Temporary  Global Note  (exchange,  cancellation or  forfeiture)** | ** ** | **Nominal amount  of this  Temporary  Global Note on  issue or following  such decrease** | ** ** | **Notation made  by or on behalf  of the Fiscal  Agent** |
|------------|------------|-----------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|
| ** ** | ** ** | ** **                                                                  | ** ** | ** **                                                                                                             | ** ** | ** **                                                                                | ** ** | ** **                                               |
| Issue Date |       | Not applicable                                                              |       | Not applicable                                                                                                         |       |                                                                                      |       |                                                     |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

Thenominal amount of Notes in respect of which Direct Rights have arisen under theDeed of Covenant is shown by the latest entry in the third column below:
| **Date**   | ** ** | **Amount of decrease in  nominal amount of  Notes in respect of  which Direct Rights  have arisen** | ** ** | **Initial nominal  amount and nominal  amount following such  increase** | ** ** | **Notation by or on  behalf of the Fiscal  Agent (other than in  respect of initial  nominal amount)** |
|------------|------------|-----------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                          | ** ** | ** **                                                               | ** ** | ** **                                                                                             |
| Issue Date |       | Not applicable                                                                                      |       | Zero                                                                     |       | Not applicable                                                                                         |

 

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**APPENDIX 3**

**FINAL TERMS**

 

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**SCHEDULE2      ****FORMS OF PERMANENT GLOBAL NOTE**

**PART A -ANZBGL PERMANENT GLOBAL NOTE**

NO OFFSHORE ASSOCIATE OF THE ISSUER (AS DEFINED BELOW) MAY (DIRECTLY ORINDIRECTLY) ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THISNOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTERESTOR RIGHT IN THE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THEPLACEMENT OF THE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDSMANAGER OR RESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANSAN ASSOCIATE (AS DEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936(THE “**TAX ACT**”, WHICH TERMINCLUDES ANY SUCCESSOR LEGISLATION)) OF THE ISSUER THAT IS EITHER ANON-RESIDENT OF THE COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTESIN CARRYING ON A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIAOR, ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYINGON BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT ISTAKEN TO HAVE WARRANTED IN FAVOUR OF THE ISSUER THAT THE PERSON IS NOT ANOFFSHORE ASSOCIATE.

ANY OFFSHORE ASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST ORRIGHT IN RESPECT OF THIS NOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILLNOT BE ENTITLED TO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER INRESPECT OF ANY AMOUNT DEDUCTED BY THE ISSUER ON ACCOUNT OF SUCH TAX FROMAMOUNTS PAYABLE UNDER OR IN RESPECT OF THE NOTE.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](4)

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**(Australian Business Number 11 005 357 522)

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(4)          This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

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**Euro Medium Term Note ProgrammeSeries No. [     ][Title of issue]**

**PERMANENT GLOBAL NOTEPermanent Global Note No. [       ]**

This Permanent Global Note is issued in respect of the Notes (the “**Notes**”) of the Tranche(s) and Seriesspecified in Appendix 4 hereto of AUSTRALIA AND NEW ZEALAND BANKING GROUPLIMITED (the “**Issuer**”).

**Interpretation and Definitions**

References in this Permanent Global Note to the “**Conditions**” are to the Terms and Conditionsapplicable to the Notes (which are in the form set out in Schedule 6 to theAmended and Restated Agency Agreement dated 25 September 2006 (as furthersupplemented and/or amended and/or restated as at the Issue Date, the “**Agency Agreement**”) between, among others,the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent and the otherAgents named in it, as such form is supplemented and/or modified and/orsuperseded by the provisions of this Permanent Global Note (including thesupplemental definitions and any modifications or additions set out in Appendix4 hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in thisPermanent Global Note shall have the meanings given to them in the Conditionsor the Agency Agreement.

**Aggregate Nominal Amount**

The aggregate nominal amount from time to time of this Permanent GlobalNote shall be an amount equal to the aggregate nominal amount of the Notes asshall be shown by the latest entry in the fourth column of Appendix 1 hereto,which shall be completed by or on behalf of the Fiscal Agent upon (i) theexchange of the whole or a part of the Temporary Global Note initiallyrepresenting the Notes for a corresponding interest herein (in the case ofNotes represented by a Temporary Global Note upon issue), (ii) the issue of theNotes represented hereby (in the case of Notes represented by this PermanentGlobal Note upon issue), (iii) the exchange of the whole or, where the limitedcircumstances so permit, a part of this Permanent Global Note for DefinitiveNotes, (iv) the redemption or purchase and cancellation of Notes representedhereby, (v) in the case of Partly-paid Notes, the forfeiture of Notesrepresented hereby in accordance with the Conditions relating to suchPartly-paid Notes and/or (vi) the exchange of interests in this PermanentGlobal Note for direct enforcement rights, all as described below.

**Promise to Pay**

Subject as provided herein, the Issuer, for value received, promises topay to the bearer of this Permanent Global Note, upon presentation and (when nofurther payment is due in respect of this Permanent Global Note) surrender ofthis Permanent Global Note, on the Maturity Date (or on such earlier date asthe Redemption Amount may become repayable in accordance with the Conditions)the Redemption Amount in respect of the aggregate nominal amount of Notesrepresented by this Permanent Global Note and (unless this Permanent

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Global Note does not bear interest) to pay interest in respect of suchaggregate nominal amount of Notes from the Interest Commencement Date in arrearat the rates, in the amounts and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

**Exchange**

This Permanent Global Note is exchangeable (free of charge to theholder) on or after the Exchange Date in whole but not, except as provided inthe next paragraph, in part for the Definitive Notes:

(a)                            unless principal in respect of any Notes isnot paid when due, by the Issuer giving notice to the Fiscal Agent and the Noteholdersof its intention to effect such exchange;

(b)                           if Appendix 4 hereto provides that thisPermanent Global Note is exchangeable for Definitive Notes at the request ofthe holder, by such holder giving notice to the Fiscal Agent of its electionfor such exchange; or

(c)                            (1) if this Permanent Global Note is held onbehalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an“**Alternative Clearing System**”) andany such clearing system is closed for business for a continuous period of 14days (other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so or (2) upon orfollowing any failure to pay principal in respect of any Notes when it is dueand payable, by the holder giving notice to the Fiscal Agent of its electionfor such exchange.

This Permanent Global Note is exchangeable in part (provided, however,that if this Permanent Global Note is held by or on behalf of Euroclear,Clearstream, Luxembourg and/or an Alternative Clearing System, Euroclear,Clearstream, Luxembourg and/or such Alternative Clearing System, as the casemay be, so permit) (i) upon or following any failure to pay principal inrespect of any Notes when it is due and payable or (ii) if so provided, and inaccordance with, the Conditions relating to Partly-paid Notes.

“**Exchange Date**” means aday falling not less than 60 days, or in the case of exchange following failureto pay principal in respect of any Notes when due 30 days, after that on whichthe notice requiring exchange is given and on which commercial banks are openfor business in the city in which the specified office of the Fiscal Agent islocated and, except, in the case of exchange pursuant to paragraph (c)(1) of “Exchange”above, in the cities in which Euroclear and Clearstream, Luxembourg or, ifrelevant, the Alternative Clearing System, are located.

Subject as provided in the Conditions applicable to Partly-paid Notes,any such exchange may be effected on or after the Exchange Date by the holderof this Permanent Global Note surrendering this Permanent Global Note or, inthe case of a partial exchange, presenting it for endorsement to or to theorder of the Fiscal Agent.  In exchangefor this Permanent Global Note, or part thereof to be exchanged, the Issuershall deliver, or procure the delivery of, duly executed and authenticatedDefinitive Notes in an aggregate nominal amount equal to

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the nominal amount of this Permanent Global Note submitted for exchange(if appropriate, having attached to them all Coupons (and, where appropriate,Talons) in respect of interest, and all Receipts in respect of InstalmentAmounts, that have not already been paid on this Permanent Global Note),security printed in accordance with any applicable legal, listing authority,exchange and/or quotation system requirements and substantially in the form setout in Schedule 4 to the Agency Agreement as supplemented and/or modifiedand/or superseded by the terms of Appendix 4 hereto.

On exchange in full and surrender of this Permanent Global Note, theIssuer shall, if the holder so requests, procure that it is cancelled andreturned to the holder together with the relevant Definitive Notes.  On any exchange of a part of this PermanentGlobal Note the portion of the nominal amount hereof so exchanged shall beendorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereuponthe nominal amount hereof shall be reduced for all purposes by the amount soexchanged and endorsed.

If, for any actual or alleged reason that would not have beenapplicable had there been no exchange of this Permanent Global Note (or part ofthis Permanent Global Note) or in any other circumstances whatsoever, theIssuer does not perform or comply with any one or more of what are expressed tobe its obligations under any Definitive Notes, then any right or remedyrelating in any way to the obligation(s) in question may be exercised orpursued on the basis of this Permanent Global Note despite its statedcancellation after its exchange in full, as an alternative, or in addition, tothe Definitive Notes (or the Coupons, Receipts or Talons appertaining to themas appropriate).  With this exception,upon exchange in full and cancellation of this Permanent Global Note forDefinitive Notes, this Permanent Global Note shall become void.

**Benefit of Conditions**

Except as otherwise specified herein, this Permanent Global Note issubject to the Conditions and, until the whole of this Permanent Global Note isexchanged for Definitive Notes, the holder of this Permanent Global Note shallin all respects be entitled to the same benefits as if it were the holder ofthe Definitive Notes for which it may be exchanged and as if such DefinitiveNotes had been issued on the Issue Date.

**Payments**

No person shall be entitled to receive any payment in respect of theNotes represented by this Permanent Global Note that falls due after theExchange Date for such Notes, unless upon due presentation of this PermanentGlobal Note for exchange, delivery of Definitive Notes is improperly withheldor refused by or on behalf of the Issuer or the Issuer does not perform orcomply with any one or more of what are expressed to be its obligations underany Definitive Notes.

Payments in respect of this Permanent Global Note shall be made to itsholder against presentation and (if no further payment falls to be made on it)surrender of it at the specified office of the Fiscal Agent or of any otherPaying Agent provided for in the Conditions. A record of each such payment shall be endorsed on Appendix 1 or 3hereto, as appropriate, by the Fiscal Agent or by the relevant Paying Agent,for and on behalf of the Fiscal Agent,

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which endorsement shall (until the contrary is proved) be *prima facie* evidence that the payment inquestion has been made.

**Prescription**

Claims in respect of principal and interest (as each is defined in theConditions) in respect of this Permanent Global Note shall become void unlessit is presented for payment within a period of 10 years (in the case of principal)and five years (in the case of interest) from the appropriate Relevant Date.

**Meetings**

The holder of this Permanent Global Note shall (unless this PermanentGlobal Note represents only one Note) be treated as two persons for thepurposes of any quorum requirements of a meeting of Noteholders and, at anysuch meeting, as having one vote in respect of each nominal amount of Notesequal to the minimum Specified Denomination of the Notes for which thisPermanent Global Note may be exchanged.

**Cancellation**

Cancellation of any Note represented by this Permanent Global Note thatis required by the Conditions to be cancelled (other than upon its redemption)shall be effected by reduction in the nominal amount of this Permanent GlobalNote representing such Note on its presentation to or to the order of theFiscal Agent for endorsement in Appendix 1 hereto, whereupon the nominal amounthereof shall be reduced for all purposes by the amount so cancelled andendorsed.

**Purchase**

Notes may only be purchased by the Issuer or any of its subsidiaries ifthey are purchased together with the right to receive all future payments ofinterest and Instalment Amounts (if any) thereon.

**Issuer**’**s Options**

Any option of the Issuer provided for in the Conditions shall beexercised by the Issuer giving notice to the Noteholders within the time limitsset out in and containing the information required by the Conditions, exceptthat the notice shall not be required to contain the serial numbers of Notesdrawn in the case of a partial exercise of an option and accordingly no drawingof Notes shall be required.

**Noteholders**’**Options**

Any option of the Noteholders provided for in the Conditions may beexercised by the holder of this Permanent Global Note giving notice to theFiscal Agent within the time limits relating to the deposit of Notes with aPaying Agent set out in the Conditions substantially in the form of the noticeavailable from any Paying Agent, except that the notice shall not be requiredto contain the certificate numbers of the Notes in respect of which the optionhas been exercised, and stating the nominal amount of Notes in respect of whichthe option is exercised and at the

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same time presenting this Permanent Global Note to the Fiscal Agent, orto a Paying Agent acting on behalf of the Fiscal Agent, for notationaccordingly in Appendix 5 hereto.

**Events of Default**

If the Notes represented by this Permanent Global Note areUnsubordinated Notes, the holder hereof may from time to time exercise theright to declare the Unsubordinated Notes represented by this Permanent GlobalNote due and payable following an Event of Default in accordance with theConditions by stating in a notice given to the Fiscal Agent the nominal amountof the Unsubordinated Notes (which may be less than the outstanding nominalamount hereof) to which such notice relates. If the Notes represented by this Permanent Global Note are SubordinatedNotes, following the occurrence of an Event of Default in paragraph (ii) of Condition10*(b)* which is continuing, the holderhereof may only, in order to enforce the obligations of the Issuer under theSubordinated Notes represented by this Permanent Global Note: (i)notwithstanding the provisions of (ii) below, institute proceedings in theState of Victoria, Commonwealth of Australia (but not elsewhere) for thewinding up of the Issuer (all subject to, and in accordance with, thesubordination terms of Condition 11); or (ii), institute proceedings forrecovery of money then due, provided that the Issuer will not, by virtue of theinstitution of any such proceedings (other than proceedings for the winding upof the Issuer) be obliged to pay any sums representing principal or interest inrespect of the Subordinated Notes represented by this Permanent Global Notesooner than the same would otherwise have been payable by it.  If the Notes represented by this PermanentGlobal Note are Subordinated Notes, no remedy against the Issuer, other thanthose referred to in (i) and (ii) above, shall be available to the holderhereof, whether for the recovery of amounts owing in respect of theSubordinated Notes represented by this Permanent Global Note or in respect ofany breach by the Issuer of any of its other obligations under or in respect ofthe Subordinated Notes represented by this Permanent Global Note.

If principal in respect of any Notes is not paid when due (but subjectas provided below), the holder of this Permanent Global Note may from time totime elect that Direct Rights under the provisions of (and as defined in) theDeed of Covenant executed by the Issuer as of 3 October 2005 (as furthersupplemented and/or amended and/or restated as at the Issue Date, the “**Deed of Covenant**”) (a copy of which isavailable for inspection at the specified office of the Fiscal Agent and whichthe Issuer acknowledges to apply to the Notes represented by this PermanentGlobal Note) shall come into effect in respect of a nominal amount of Notes upto the aggregate nominal amount in respect of which such failure to payprincipal has occurred.  Such electionshall be made by notice to the Fiscal Agent and presentation of this PermanentGlobal Note to or to the order of the Fiscal Agent for reduction of the nominalamount of Notes represented by this Permanent Global Note by such amount as maybe stated in such notice by endorsement in Appendix 1 hereto and acorresponding endorsement in Appendix 2 hereto of such nominal amount of Notesformerly represented hereby as the nominal amount of Notes in respect of whichDirect Rights have arisen under the Deed of Covenant.  Upon each such notice being given, thisPermanent Global Note shall become void to the extent of the nominal amountstated in such notice, save to the extent that the appropriate Direct Rightsshall fail to take effect, for whatever reason.

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No such election may however be made on or before an Exchange Dateunless the holder elects in such notice that the exchange for such Notes shallno longer take place.

**Notices**

Notices required to be given in respect of the Notes represented bythis Permanent Global Note may be given by their being delivered (so long asthis Permanent Global Note is held on behalf of Euroclear and/or Clearstream,Luxembourg and/or any other clearing system) to Euroclear and/or Clearstream,Luxembourg and/or such other clearing system, as the case may be, or otherwiseto the holder of this Permanent Global Note, rather than by publication asrequired by the Conditions and, in any case, such notices shall be deemed tohave been given to the Noteholders in accordance with the Conditions on thedate of delivery to Euroclear and/or Clearstream, Luxembourg and/or any otherrelevant clearing system.

**Negotiability**

This Permanent Global Note is a bearer document and negotiable andaccordingly:

(a)                            is freely transferable by delivery and suchtransfer shall operate to confer upon the transferee all rights and benefitsappertaining hereto and to bind the transferee with all obligationsappertaining hereto pursuant to the Conditions;

(b)                           the holder of this Permanent Global Note isand shall be absolutely entitled as against all previous holders to receive allamounts by way of Redemption Amount, interest or otherwise payable in respectof this Permanent Global Note and the Issuer has waived against such holder andany previous holder of this Permanent Global Note all rights of set-off orcounterclaim that would or might otherwise be available to it in respect of theobligations evidenced by this Global Note; and

(c)                            payment upon due presentation of thisPermanent Global Note as provided herein shall operate as a good dischargeagainst such holder and all previous holders of this Permanent Global Note.

No provisions of this Permanent Global Note shall alter or impair theobligation of the Issuer to pay the principal and premium of and interest onthe Notes when due in accordance with the Conditions.

**Contract (Rights of Third Parties) Act 1999**

The Conditions do not confer a right under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Permanent Global Note, butthis does not affect any rights or remedy which exist apart from that Act.

This Permanent Global Note shall not be valid or become obligatory forany purpose until authenticated by or on behalf of the Fiscal Agent.

This Permanent Global Note shall be governed by and construed inaccordance with, English law, save that where the Notes represented by thisPermanent Global Note are Subordinated Notes the subordination provisionsthereof shall be governed in accordance with the laws of the State of Victoriaand the Commonwealth of Australia.

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**IN WITNESS**whereof the Issuer has caused this Permanent Global Note to be dulysigned on its behalf.

Dated as of the Issue Date.
| **AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED** |   |
|-----------------------------------------------------|--------|
| ** **                                          |   |
| By:                                                 |   |   |   |
|                                                |   |
|                                                |   |
|                                                |   |
| By:                                                 |   |   |   |

 

 

**Certificate of Authentication**

ThisPermanent Global Note is authenticated

withoutrecourse, warranty or liability

by or on behalf of the Fiscal Agent

**DEUTSCHE BANK AG, LONDON BRANCH**

as Fiscal Agent

 
| By:    |                                     |   |
|--------|------------------------------------------|--------|
|   | Authorised Signatory                     |   |
|   | For the purposes  of authentication only |
|   |
|   |
| By:    |                                     |   |
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTEDBY THIS PERMANENT GLOBAL NOTE**

The following (i) issues of Notes initially represented by thisPermanent Global Note, (ii) exchanges of interests in a Temporary Global Notefor interests in this Permanent Global Note, (iii) exchanges of the whole or apart of this Permanent Global Note for Definitive Notes or for Direct Rightsunder the Deed of Covenant, (iv) cancellations or forfeitures of interests inthis Permanent Global Note and/or (v) payments of Redemption Amount in respectof this Permanent Global Note have been made, resulting in the nominal amount ofthis Permanent Global Note specified in the latest entry in the fourth column:
| **Date**     | ** ** | **Amount of increase/  decrease in nominal  amount of this  Permanent Global  Note** | ** ** | **Reason for increase/  decrease in nominal  amount of this  Permanent Global  Note (initial issue,  exchange,  cancellation,  forfeiture or  payment, stating  amount of payment  made)** | ** ** | **Nominal amount of  this Permanent  Global Note  following such  increase/ decrease** | ** ** | **Notation made by or  on behalf of the  Fiscal Agent** |
|--------------|------------|--------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
|    |       |                                                                                 |       |                                                                                                                                                                                       |       |                                                                                   |       |                                                    |
|         |       |                                                                                 |       |                                                                                                                                                                                       |       |                                                                                   |       |                                                    |
|         |       |                                                                                 |       |                                                                                                                                                                                       |       |                                                                                   |       |                                                    |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

The nominal amount of Notes in respect of which Direct Rights havearisen under the Deed of Covenant is shown by the latest entry in the thirdcolumn below:
| **Date**   | ** ** | **Amount of increase in  nominal amount of Notes  in respect of which Direct  Rights have arisen** | ** ** | **Initial nominal  amount and nominal  amount following  such increase** | ** ** | **Notation by or on  behalf of the Fiscal  Agent (other than in  respect of initial  nominal amount)** |
|------------|------------|----------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                         | ** ** | ** **                                                               | ** ** | ** **                                                                                             |
| Issue Date |       | Not applicable                                                                                     |       | Zero                                                                     |       | Not applicable                                                                                         |

 

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**APPENDIX 3**

**PAYMENTS OF INTEREST**

The following payments of interest or Interest Amount in respect ofthis Permanent Global Note have been made:
| **Due date of  payment** | ** ** | **Date of payment** | ** ** | **Amount of interest** | ** ** | **Notation made by or on  behalf of the Fiscal  Agent** |
|--------------------------|------------|---------------------|------------|------------------------|------------|---------------------------------------------------------|
|                |       |                |       |                   |       |                                                    |
|                     |       |                |       |                   |       |                                                    |
|                     |       |                |       |                   |       |                                                    |

 

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**APPENDIX 4**

**FINAL TERMS**

[Insert the provisions of the relevant Final Terms that relate to theConditions or the Global Notes as Appendix 4]

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**APPENDIX 5**

**EXERCISE OF NOTEHOLDERS**’**OPTION**

The following exercises of the option of the Noteholders provided forin the Conditions have been made in respect of the stated nominal amount ofthis Permanent Global Note:
| **Date of  exercise** | ** ** | **Nominal Amount of this  Permanent Global Note  in respect of which  exercise is made** | ** ** | **Date on which exercise  of such option is  effective** | ** ** | **Notation made by or on  behalf of the Fiscal  Agent** |
|-----------------------|------------|------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|
|             |       |                                                                                     |       |                                                     |       |                                                    |
|                  |       |                                                                                     |       |                                                     |       |                                                    |
|                  |       |                                                                                     |       |                                                     |       |                                                    |

 

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**PART B - ANZNBL PERMANENT GLOBAL NOTE**

**THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANYINTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS ANACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINEDIN CONDITION 8).**

**[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BESUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.](5)**

**ANZ NATIONAL BANK LIMITED**

**Euro Medium Term Note ProgrammeSeries No [**·**][Title of Issue]**

**PERMANENT GLOBAL NOTEPermanent Global Note No. [**·**]**

ThisPermanent Global Note is issued in respect of the Notes (the “**Notes**”) of the Tranche(s) and Seriesspecified in Appendix 4 hereto of ANZ National Bank Limited (the “**Issuer**”).

**Interpretation and Definitions**

Referencesin this Permanent Global Note to the “**Conditions**”are to the Terms and Conditions applicable to the Notes (which are in the formset out in Schedule 6 to the Amended and Restated Agency Agreement dated 25September 2006 (as further supplemented and/or amended and/or restated as atthe Issue Date, the “**Agency Agreement**”)between, among others, the Issuer, the Deutsche Bank AG, London Branch asFiscal Agent and the other Agents named in it, as such form is supplementedand/or modified and/or superseded by the provisions of this Permanent GlobalNote (including the supplemental definitions and any modifications or additionsset out in Appendix 4 hereto), which in the event of any conflict shallprevail).  Other capitalised terms usedin this Permanent Global Note shall have the meanings given to them in theConditions or the Agency Agreement.

**Aggregate Nominal Amount**

Theaggregate nominal amount from time to time of this Permanent Global Note shallbe an amount equal to the aggregate nominal amount of the Notes as shall beshown by the latest entry in the fourth column of Appendix 1 hereto, whichshall be completed by or on behalf of the Fiscal Agent upon (i) the exchange ofthe whole or a part of the Temporary Global Note initially representing theNotes for a corresponding interest herein (in the case of Notes represented bya Temporary Global Note upon issue), (ii) the issue of the Notes representedhereby (in the case of Notes represented by this Permanent Global Note uponissue), (iii) the

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(5)          This legend can be deleted if the Notes have an initial maturity of 365days or less.

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exchangeof the whole or, where the limited circumstances so permit, a part of thisPermanent Global Note for Definitive Notes, (iv) the redemption or purchase andcancellation of Notes represented hereby, (v) in the case of Partly-paid Notes,the forfeiture of notes represented hereby in accordance with the Conditionsrelating to such Partly-paid Notes and/or (vi) the exchange of interests inthis Permanent Global Note for direct enforcement rights, all as describedbelow.

**Promise to Pay**

Subjectas provided herein, the Issuer, for value received, promises to pay to thebearer of this Permanent Global Note, upon presentation and (when no furtherpayment is due in respect of this Permanent Global Note) surrender of thisPermanent Global Note, on the Maturity Date (or on such earlier date as theRedemption Amount may become repayable in accordance with the Conditions) theRedemption Amount in respect of the aggregate nominal amount of Notesrepresented by this Permanent Global Note and (unless this Permanent GlobalNote does not bear interest) to pay interest in respect of such aggregatenominal amount of Notes from the Interest Commencement Date in arrear at therates, in the amounts and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

**Exchange**

ThisPermanent Global Note is exchangeable (free of charge to the holder) on orafter the Exchange Date in whole but not, except as provided in the nextparagraph, in part for the Definitive Notes:

(a)                            unless principal in respect of any Notes isnot paid when due, by the Issuer giving notice to the Fiscal Agent and theNoteholders of its intention to effect such exchange;

(b)                           if Appendix 4 hereto provides that thisPermanent Global Note is exchangeable for Definitive Notes at the request ofthe holder, by such holder giving notice to the Fiscal Agent of its electionfor such exchange; or

(c)                            (1) if this Permanent Global Note is held onbehalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an“**Alternative Clearing System**”) andany such clearing system is closed for business for a continuous period of 14days (other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so or (2) upon orfollowing any failure to pay principal in respect of any Notes when it is dueand payable, by the holder giving notice to the Fiscal Agent of its electionfor such exchange.

ThisPermanent Global Note is exchangeable in part (provided, however, that if thisPermanent Global Note is held by or on behalf of Euroclear, Clearstream,Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream,Luxembourg and/or such Alternative Clearing System, as the case may be, sopermit) (i) upon or following any failure to pay principal in respect of anyNotes when it is due and payable or (ii) if so provided, and in accordancewith, the Conditions relating to Partly-paid Notes.

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“**Exchange Date**” means a day falling not lessthan 60 days, or in the case of exchange following failure to pay principal inrespect of any Notes when due 30 days, after that on which the notice requiringexchange is given and on which commercial banks are open for business in thecity in which the specified office of the Fiscal Agent is located and, except,in the case of exchange pursuant to paragraph (c)(1) of “Exchange” above, inthe cities in which Euroclear and Clearstream, Luxembourg or, if relevant, theAlternative Clearing System, are located.

Subjectas provided in the Conditions applicable to Partly-paid Notes, any suchexchange may be effected on or after the Exchange Date by the holder of thisPermanent Global Note surrendering this Permanent Global Note or, in the caseof a partial exchange, presenting it for endorsement to or to the order of theFiscal Agent.  In exchange for thisPermanent Global Note, or part thereof to be exchanged, the Issuer shalldeliver, or procure the delivery of, duly executed and authenticated DefinitiveNotes in an aggregate nominal amount equal to the nominal amount of thisPermanent Global Note submitted for exchange (if appropriate, having attachedto them all Coupons (and, where appropriate, Talons) in respect of interest,and all Receipts in respect of Instalment Amounts, that have not already beenpaid on this Permanent Global Note), security printed in accordance with anyapplicable legal, listing authority, exchange and/or quotation systemrequirements and substantially in the form set out in Schedule 4 to the AgencyAgreement as supplemented and/or modified and/or superseded by the terms ofAppendix 4 hereto.

Onexchange in full and surrender of this Permanent Global Note, the Issuer shall,if the holder so requests, procure that it is cancelled and returned to theholder together with the relevant Definitive Notes.  On any exchange of a part of this PermanentGlobal Note the portion of the nominal amount hereof so exchanged shall beendorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereuponthe nominal amount hereof shall be reduced for all purposes by the amount soexchanged and endorsed.

If,for any actual or alleged reason that would not have been applicable had therebeen no exchange of this Permanent Global Note (or part of this PermanentGlobal Note) or in any other circumstances whatsoever, the Issuer does notperform or comply with any one or more of what are expressed to be itsobligations under any Definitive Notes, then any right or remedy relating inany way to the obligation(s) in question may be exercised or pursued on thebasis of this Permanent Global Note despite its stated cancellation after itsexchange in full, as an alternative, or in addition, to the Definitive Notes(or the Coupons Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in fulland cancellation of this Permanent Global Note for Definitive Notes, thisPermanent Global Note shall become void.

**Benefit of Conditions**

Exceptas otherwise specified herein, this Permanent Global Note is subject to theConditions and, until the whole of this Permanent Global Note is exchanged forDefinitive Notes, the holder of this Permanent Global Note shall in allrespects be entitled to the same benefits as if it were the holder of theDefinitive Notes for which it may be exchanged and as if such Definitive Noteshad been issued on the Issue Date.

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**Payments**

Noperson shall be entitled to receive any payment in respect of the Notesrepresented by this Permanent Global Note that falls due after the ExchangeDate for such Notes, unless upon due presentation of this Permanent Global Notefor exchange, delivery of Definitive Notes is improperly withheld or refused byor on behalf of the Issuer or the Issuer does not perform or comply with anyone or more of what are expressed to be its obligations under any DefinitiveNotes.

Paymentsin respect of this Permanent Global Note shall be made to its holder againstpresentation and (if no further payment to be made on it) surrender of it atthe specified office of the Fiscal Agent or of any other Paying Agent providedfor in the Conditions.  A record of eachsuch payment shall be endorsed on Appendix 1 or 3 hereto, as appropriate, bythe Fiscal Agent or by the relevant Paying Agent, for and on behalf of theFiscal Agent, which endorsement shall (until the contrary is proved) be *prima facie* evidence that the payment inquestion has been made.

**Prescription**

Claimsin respect of principal and interest (as each is defined in the Conditions) inrespect of this Permanent Global Note shall become void unless it is presentedfor payment within a period of 10 years (in the case of principal) and fiveyears (in the case of interest) from the appropriate Relevant Date.

**Meetings**

Theholder of this Permanent Global Note shall (unless this Permanent Global Noterepresents only one Note) be treated as two persons for the purposes of anyquorum requirements of a meeting of Noteholders and, at any such meeting, ashaving one vote in respect of each nominal amount of Notes equal to the minimumSpecified Denomination of the Notes for which this Permanent Global Note may beexchanged.

**Cancellation**

Cancellationof any Note represented by this Permanent Global Note that is required by theConditions to be cancelled (other than upon its redemption) shall be effectedby reduction in the nominal amount of this Permanent Global Note representingsuch Note on its presentation to or to the order of the Fiscal Agent forendorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.

**Purchase**

Notesmay only be purchased by the Issuer or any of its subsidiaries if they arepurchased together with the right to receive all future payments of interestand Instalment Amounts (if any) thereon.

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**Issuer’s Options**

Anyoption of the Issuer provided for in the Conditions shall be exercised by theIssuer giving notice to the Noteholders within the time limits set out in andcontaining the information required by the Conditions, except that the noticeshall not be required to contain the serial numbers of Notes drawn in the caseof a partial exercise of an option and accordingly no drawing of Notes shall berequired.

**Noteholders’ Options**

Anyoption of the Noteholders provided for in the Conditions may be exercised bythe holder of this Permanent Global Note giving notice to the Fiscal Agentwithin the time limits relating to the deposit of Notes with a Paying Agent setout in the Conditions substantially in the form of the notice available fromany Paying Agent, except that the notice shall not be required to contain thecertificate numbers of the Notes in respect of which the option has beenexercised, and stating the nominal amount of Notes in respect of which theoption is exercised and at the same time presenting this Permanent Global Noteto the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent,for notation accordingly in Appendix 5 hereto.

**Events of Default**

Theholder hereof may from time to time exercise the right to declare Notes representedby this Permanent Global Note due and payable following an Event of Default inaccordance with the Conditions by stating in a notice given to the Fiscal Agentthe nominal amount of Notes (which may be less than the outstanding nominalamount hereof) to which such notice relates.

Ifprincipal in respect of any Notes is not paid when due (but subject as providedbelow), the holder of this Permanent Global Note may from time to time electthat Direct Rights under the provisions of (and as defined in) the Deed ofCovenant executed by the Issuer as of 3 October 2005 (as supplemented and/oramended and/or restated as at the Issue Date, the “**Deed of Covenant**”) (a copy of which is available forinspection at the specified office of the Fiscal Agent and which the Issueracknowledges to apply to the Notes represented by this Permanent Global Note)shall come into effect in respect of a nominal amount of Notes up to theaggregate nominal amount in respect of which such failure to pay principal hasoccurred.  Such election shall be made bynotice to the Fiscal Agent and presentation of this Permanent Global Note to orto the order of the Fiscal Agent for reduction of the nominal amount of Notesrepresented by this Permanent Global Note by such amount as may be stated insuch notice by endorsement in Appendix 1 hereto and a corresponding endorsementin Appendix 2 hereto of such nominal amount of Notes formerly representedhereby as the nominal amount of Notes in respect of which Direct Rights havearisen under the Deed of Covenant.  Uponeach such notice being given, this Permanent Global Note shall become void tothe extent of the nominal amount stated in such notice, save to the extent thatthe appropriate Direct Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in theDeed of Covenant, and subject to the terms thereof, no term of this PermanentGlobal Note may be enforceable by any person other than the holder.

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Nosuch election may however be made on or before an Exchange Date unless theholder elects in such notice that the exchange for such Notes shall no longertake place.

**Notices**

Noticesrequired to be given in respect of the Notes represented by this PermanentGlobal Note may be given by their being delivered (so long as this PermanentGlobal Note is held on behalf of Euroclear and/or Clearstream, Luxembourgand/or any other clearing system) to Euroclear and/or Clearstream, Luxembourgand/or such other clearing system, as the case may be, or otherwise to the holderof this Permanent Global Note, rather than by publication as required by theConditions and, in any case, such notices shall be deemed to have been given tothe Noteholders in accordance with the Conditions on the date of delivery toEuroclear and/or Clearstream, Luxembourg and/or any other relevant clearingsystem.

**Negotiability**

ThisPermanent Global Note is a bearer document and negotiable and accordingly:

(a)                            is freely transferable by delivery and suchtransfer shall operate to confer upon the transferee all rights and benefitsappertaining hereto and to bind the transferee with all obligationsappertaining hereto pursuant to the Conditions;

(b)                           the holder of this Permanent Global Note isand shall be absolutely entitled as against all previous holders to receive allamounts by way of Redemption Amount interest or otherwise payable in respect ofthis Permanent Global Note and the Issuer has waived against such holder andany previous holder of this Permanent Global Note all rights of set-off orcounterclaim that would or might otherwise be available to it in respect of theobligations evidenced by this Global Note; and

(c)                            payment upon due presentation of thisPermanent Global Note as provided herein shall operate as a good dischargeagainst such holder and all previous holders of this Permanent Global Note.

Noprovisions of this Permanent Global Note shall alter or impair the obligationof the Issuer to pay the principal and premium of and interest on the Noteswhen due in accordance with the Conditions.

**Contract (Rights of Third Parties) Act 1999**

TheConditions do not confer a right under the Contracts (Rights of Third Parties)Act 1999 to enforce any term of this Permanent Global Note, but this does notaffect any rights or remedy which exist apart from that Act.

ThisPermanent Global Note shall not be valid or become obligatory for any purposeuntil authenticated by or on behalf of the Fiscal Agent.

ThisPermanent Global Note shall be governed by and construed in accordance withEnglish law.

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**IN WITNESS** whereof the Issuer has caused this Permanent Global Note to be dulysigned on its behalf.

Datedas of the Issue Date.

 
| **ANZ NATIONAL BANK LIMITED** |   |
|-------------------------------|--------|
| ** **                    |   |
| By:                           |   |   |   |
|                          |   |
|                          |   |
| By:                           |   |   |   |

 

 

**Certificate of Authentication**

This Permanent Global Noteis authenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent

**DEUTSCHEBANK AG, LONDON BRANCH**as Fiscal Agent

 
| By:    |                                     |   |
|--------|------------------------------------------|--------|
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |
|   |
|   |
| By:    |                                     |   |
|   | Authorised  Signatory                    |   |
|   | For the purposes  of authentication only |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTEDBY THIS PERMANENT GLOBAL NOTE**

Thefollowing (i) issues of Notes initially represented by this Permanent GlobalNote, (ii) exchanges of interests in a Temporary Global Note for interests inthis Permanent Global Note, (iii) exchanges of the whole or a part of thisPermanent Global Note for Definitive Notes or for Direct Rights under the Deedof Covenant, (iv) cancellations or forfeitures of interests in this PermanentGlobal Note and/or (v) payments of Redemption Amount in respect of thisPermanent Global Note have been made, resulting in the nominal amount of thisPermanent Global Note specified in the latest entry in the fourth column:
| **Date**   | ** ** | **Amount of  increase/decrease   in nominal amount  of this Permanent  Global Note** | ** ** | **Reason for  increase/decrease  in nominal amount  of this Permanent  Global Note  (initial issue,  exchange,  cancellation,  forfeiture or  payment, stating  amount of  payment made)** | ** ** | **Nominal amount  of this Permanent  Global Note  following such  increase/decrease** | ** ** | **Notation made by  or on behalf of the  Fiscal Agent** |
|------------|------------|--------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| ** ** | ** ** | ** **                                                                           | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |
| ** ** | ** ** | ** **                                                                           | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |
| ** ** | ** ** | ** **                                                                           | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

Thenominal amount of Notes in respect of which Direct Rights have arisen under theDeed of Covenant is shown by the latest entry in the third column below:
| **Date**   | ** ** | **Amount of increase in  nominal amount of Notes  in respect of which Direct  Rights have arisen** | ** ** | **Initial nominal amount  and nominal amount  following such increase** | ** ** | **Notation by or on behalf  of the Fiscal Agent (other  than in respect of initial  nominal amount)** |
|------------|------------|----------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                         | ** ** | ** **                                                              | ** ** | ** **                                                                                            |
| Issue Date |       | Not applicable                                                                                     |       | Zero                                                                    |       | Not applicable                                                                                        |

 

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**APPENDIX 3**

**PAYMENTS OF INTEREST**

Thefollowing payments of interest or Interest Amount in respect of this PermanentGlobal Note have been made:
| **Due date of  payment** | ** ** | **Date of payment** | ** ** | **Amount of interest** | ** ** | **Notation made by or  on behalf of the Fiscal  Agent** |
|--------------------------|------------|---------------------|------------|------------------------|------------|---------------------------------------------------------|
| **  **         | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |
| ** **               | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |
| ** **               | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |

 

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**APPENDIX 4**

**FINAL TERMS**

[Insertthe provisions of the relevant Final Terms that relate to the Conditions or theGlobal Notes as Appendix 4]

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**APPENDIX 5**

**EXERCISE OF NOTEHOLDERS’ OPTION**

Thefollowing exercises of the option of the Noteholders provided for in theConditions have been made in respect of the stated nominal amount of thisPermanent Global Note:
| **Date of  exercise** | ** ** | **Nominal amount of  this Permanent Global  note in respect of  which exercise is made** | ** ** | **Date on which  exercise of such option  is effective** | ** ** | **Notation made by or  on behalf of the Fiscal  Agent** |
|-----------------------|------------|------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|
| ** **            | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |
| ** **            | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |
| ** **            | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |

 

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**PART C - ANZNIL PERMANENT GLOBAL NOTE**

**THE HOLDING OF THIS NOTE FOR SUBSEQUENT RECEIPT OF ANYINTEREST (AS DEFINED IN CONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS ANACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINEDIN CONDITION 8).**

**[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BESUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.](6)**

**ANZ NATIONAL (INT’L) LIMITED**

**Euro Medium Term Note ProgrammeSeries No [•][Title of Issue]**

**Guaranteed byANZ NATIONAL BANK LIMITED**

**PERMANENT GLOBAL NOTEPermanent Global Note No. [•]**

ThisPermanent Global Note is issued in respect of the Notes (the “**Notes**”) of the Tranche(s) and Seriesspecified in Appendix 4 hereto of ANZ National (Int’l) Limited (the “**Issuer**”) and has the benefit of a guaranteeof ANZ National Bank Limited (the “**Guarantor**”)contained in a deed of guarantee dated 3 October 2005.

**Interpretation and Definitions**

Referencesin this Permanent Global Note to the “**Conditions**”are to the Terms and Conditions applicable to the Notes (which are in the formset out in Schedule 6 to the Amended and Restated Agency Agreement dated 25September 2006 (as further supplemented and/or amended and/or restated as atthe Issue Date, the “**Agency Agreement**”)between, among others, the Issuer, the Guarantor, the Deutsche Bank AG, LondonBranch as Fiscal Agent and the other Agents named in it, as such form is supplementedand/or modified and/or superseded by the provisions of this Permanent GlobalNote (including the supplemental definitions and any modifications or additionsset out in Appendix 4 hereto), which in the event of any conflict shallprevail).  Other capitalised terms usedin this Permanent Global Note shall have the meanings given to them in theConditions or the Agency Agreement.

**Aggregate Nominal Amount**

Theaggregate nominal amount from time to time of this Permanent Global Note shallbe an amount equal to the aggregate nominal amount of the Notes as shall beshown by the latest

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(6)          This legend can be deleted if the Notes have an initial maturity of 365days or less.

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entry in the fourth column of Appendix 1hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i)the exchange of the whole or a part of the Temporary Global Note initiallyrepresenting the Notes for a corresponding interest herein (in the case ofNotes represented by a Temporary Global Note upon issue), (ii) the issue of theNotes represented hereby (in the case of Notes represented by this PermanentGlobal Note upon issue), (iii) the exchange of the whole or, where the limitedcircumstances so permit, a part of this Permanent Global Note for DefinitiveNotes, (iv) the redemption or purchase and cancellation of Notes representedhereby, (v) in the case of Partly-paid Notes, the forfeiture of notesrepresented hereby in accordance with the Conditions relating to suchPartly-paid Notes and/or (vi) the exchange of interests in this PermanentGlobal Note for direct enforcement rights, all as described below.

 

**Promise to Pay**

Subjectas provided herein, the Issuer, for value received, promises to pay to thebearer of this Permanent Global Note, upon presentation and (when no furtherpayment is due in respect of this Permanent Global Note) surrender of thisPermanent Global Note, on the Maturity Date (or on such earlier date as theRedemption Amount may become repayable in accordance with the Conditions) theRedemption Amount in respect of the aggregate nominal amount of Notesrepresented by this Permanent Global Note and (unless this Permanent GlobalNote does not bear interest) to pay interest in respect of such aggregatenominal amount of Notes from the Interest Commencement Date in arrear at therates, in the amounts and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

**Exchange**

ThisPermanent Global Note is exchangeable (free of charge to the holder) on orafter the Exchange Date in whole but not, except as provided in the nextparagraph, in part for the Definitive Notes:

(a)                            unless principal in respect of any Notes isnot paid when due, by the Issuer giving notice to the Fiscal Agent and theNoteholders of its intention to effect such exchange;

(b)                           if Appendix 4 hereto provides that thisPermanent Global Note is exchangeable for Definitive Notes at the request ofthe holder, by such holder giving notice to the Fiscal Agent of its electionfor such exchange; or

(c)                            (1) if this Permanent Global Note is held onbehalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an“**Alternative Clearing System**”) andany such clearing system is closed for business for a continuous period of 14days (other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so or (2) upon orfollowing any failure to pay principal in respect of any Notes when it is dueand payable, by the holder giving notice to the Fiscal Agent of its electionfor such exchange.

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ThisPermanent Global Note is exchangeable in part (provided, however, that if thisPermanent Global Note is held by or on behalf of Euroclear, Clearstream,Luxembourg and/or an Alternative Clearing System, Euroclear, Clearstream,Luxembourg and/or such Alternative Clearing System, as the case may be, sopermit) (i) upon or following any failure to pay principal in respect of anyNotes when it is due and payable or (ii) if so provided, and in accordancewith, the Conditions relating to Partly-paid Notes.

“**Exchange Date**” means a day falling not lessthan 60 days, or in the case of exchange following failure to pay principal inrespect of any Notes when due 30 days, after that on which the notice requiringexchange is given and on which commercial banks are open for business in thecity in which the specified office of the Fiscal Agent is located and, except,in the case of exchange pursuant to paragraph (c)(1) of “Exchange” above, inthe cities in which Euroclear and Clearstream, Luxembourg or, if relevant, theAlternative Clearing System, are located.

Subjectas provided in the Conditions applicable to Partly-paid Notes, any suchexchange may be effected on or after the Exchange Date by the holder of thisPermanent Global Note surrendering this Permanent Global Note or, in the caseof a partial exchange, presenting it for endorsement to or to the order of theFiscal Agent.  In exchange for thisPermanent Global Note, or part thereof to be exchanged, the Issuer shalldeliver, or procure the delivery of, duly executed and authenticated DefinitiveNotes in an aggregate nominal amount equal to the nominal amount of this PermanentGlobal Note submitted for exchange (if appropriate, having attached to them allCoupons (and, where appropriate, Talons) in respect of interest, and allReceipts in respect of Instalment Amounts, that have not already been paid onthis Permanent Global Note), security printed in accordance with any applicablelegal, listing authority, exchange and/or quotation system requirements andsubstantially in the form set out in Schedule 4 to the Agency Agreement assupplemented and/or modified and/or superseded by the terms of Appendix 4hereto.

Onexchange in full and surrender of this Permanent Global Note, the Issuer shall,if the holder so requests, procure that it is cancelled and returned to theholder together with the relevant Definitive Notes.  On any exchange of a part of this PermanentGlobal Note the portion of the nominal amount hereof so exchanged shall beendorsed by or on behalf of the Fiscal Agent in Appendix 1 hereto, whereuponthe nominal amount hereof shall be reduced for all purposes by the amount soexchanged and endorsed.

If,for any actual or alleged reason that would not have been applicable had therebeen no exchange of this Permanent Global Note (or part of this PermanentGlobal Note) or in any other circumstances whatsoever, the Issuer does notperform or comply with any one or more of what are expressed to be itsobligations under any Definitive Notes, then any right or remedy relating inany way to the obligation(s) in question may be exercised or pursued on thebasis of this Permanent Global Note despite its stated cancellation after itsexchange in full, as an alternative, or in addition, to the Definitive Notes(or the Coupons Receipts or Talons appertaining to them as appropriate).  With this exception, upon exchange in fulland cancellation of this Permanent Global Note for Definitive Notes, thisPermanent Global Note shall become void.

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**Benefit of Conditions**

Exceptas otherwise specified herein, this Permanent Global Note is subject to theConditions and, until the whole of this Permanent Global Note is exchanged forDefinitive Notes, the holder of this Permanent Global Note shall in allrespects be entitled to the same benefits as if it were the holder of theDefinitive Notes for which it may be exchanged and as if such Definitive Noteshad been issued on the Issue Date.

**Payments**

Noperson shall be entitled to receive any payment in respect of the Notesrepresented by this Permanent Global Note that falls due after the ExchangeDate for such Notes, unless upon due presentation of this Permanent Global Notefor exchange, delivery of Definitive Notes is improperly withheld or refused byor on behalf of the Issuer or the Issuer does not perform or comply with anyone or more of what are expressed to be its obligations under any DefinitiveNotes.

Paymentsin respect of this Permanent Global Note shall be made to its holder againstpresentation and (if no further payment falls due to be made on it) surrenderof it at the specified office of the Fiscal Agent or of any other Paying Agentprovided for in the Conditions.  A recordof each such payment shall be endorsed on Appendix 1 or 3 hereto, asappropriate, by the Fiscal Agent or by the relevant Paying Agent, for and onbehalf of the Fiscal Agent, which endorsement shall (until the contrary isproved) be *prima facie* evidencethat the payment in question has been made.

**Prescription**

Claimsin respect of principal and interest (as each is defined in the Conditions) inrespect of this Permanent Global Note shall become void unless it is presentedfor payment within a period of 10 years (in the case of principal) and fiveyears (in the case of interest) from the appropriate Relevant Date.

**Meetings**

Theholder of this Permanent Global Note shall (unless this Permanent Global Noterepresents only one Note) be treated as two persons for the purposes of anyquorum requirements of a meeting of Noteholders and, at any such meeting, ashaving one vote in respect of each nominal amount of Notes equal to the minimumSpecified Denomination of the Notes for which this Permanent Global Note may beexchanged.

**Cancellation**

Cancellationof any Note represented by this Permanent Global Note that is required by theConditions to be cancelled (other than upon its redemption) shall be effectedby reduction in the nominal amount of this Permanent Global Note representingsuch Note on its presentation to or to the order of the Fiscal Agent forendorsement in Appendix 1 hereto, whereupon the nominal amount hereof shall bereduced for all purposes by the amount so cancelled and endorsed.

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**Purchase**

Notesmay only be purchased by the Issuer or any of its subsidiaries if they arepurchased together with the right to receive all future payments of interestand Instalment Amounts (if any) thereon.

**Issuer’s Options**

Anyoption of the Issuer provided for in the Conditions shall be exercised by theIssuer giving notice to the Noteholders within the time limits set out in andcontaining the information required by the Conditions, except that the noticeshall not be required to contain the serial numbers of Notes drawn in the caseof a partial exercise of an option and accordingly no drawing of Notes shall berequired.

**Noteholders’ Options**

Anyoption of the Noteholders provided for in the Conditions may be exercised bythe holder of this Permanent Global Note giving notice to the Fiscal Agentwithin the time limits relating to the deposit of Notes with a Paying Agent setout in the Conditions substantially in the form of the notice available fromany Paying Agent, except that the notice shall not be required to contain thecertificate numbers of the Notes in respect of which the option has beenexercised, and stating the nominal amount of Notes in respect of which theoption is exercised and at the same time presenting this Permanent Global Noteto the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent,for notation accordingly in Appendix 5 hereto.

**Events of Default**

Theholder hereof may from time to time exercise the right to declare Notesrepresented by this Permanent Global Note due and payable following an Event ofDefault in accordance with the Conditions by stating in a notice given to theFiscal Agent the nominal amount of Notes (which may be less than theoutstanding nominal amount hereof) to which such notice relates.

Ifprincipal in respect of any Notes is not paid when due (but subject as providedbelow), the holder of this Permanent Global Note may from time to time electthat Direct Rights under the provisions of (and as defined in) the Deed ofCovenant executed by the Issuer as of 3 October 2005 (as supplemented and/oramended and/or restated as at the Issue Date, the “**Deed of Covenant**”) (a copy of which is available forinspection at the specified office of the Fiscal Agent and which the Issueracknowledges to apply to the Notes represented by this Permanent Global Note)shall come into effect in respect of a nominal amount of Notes up to theaggregate nominal amount in respect of which such failure to pay principal hasoccurred.  Such election shall be made bynotice to the Fiscal Agent and presentation of this Permanent Global Note to orto the order of the Fiscal Agent for reduction of the nominal amount of Notesrepresented by this Permanent Global Note by such amount as may be stated insuch notice by endorsement in Appendix 1 hereto and a corresponding endorsementin Appendix 2 hereto of such nominal amount of Notes formerly representedhereby as the nominal amount of Notes in respect of which Direct Rights havearisen under the Deed of Covenant.  Uponeach such notice being given, this Permanent Global Note shall become void tothe extent of

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thenominal amount stated in such notice, save to the extent that the appropriateDirect Rights shall fail to take effect, for whatever reason.  Save as provided in this paragraph and in theDeed of Covenant, and subject to the terms thereof, no term of this PermanentGlobal Note may be enforceable by any person other than the holder.

Nosuch election may however be made on or before an Exchange Date unless the holderelects in such notice that the exchange for such Notes shall no longer takeplace.

**Notices**

Noticesrequired to be given in respect of the Notes represented by this PermanentGlobal Note may be given by their being delivered (so long as this PermanentGlobal Note is held on behalf of Euroclear and/or Clearstream, Luxembourgand/or any other clearing system) to Euroclear and/or Clearstream, Luxembourgand/or such other clearing system, as the case may be, or otherwise to theholder of this Permanent Global Note, rather than by publication as required bythe Conditions and, in any case, such notices shall be deemed to have beengiven to the Noteholders in accordance with the Conditions on the date ofdelivery to Euroclear and/or Clearstream, Luxembourg and/or any other relevantclearing system.

**Negotiability**

ThisPermanent Global Note is a bearer document and negotiable and accordingly:

(a)                            is freely transferable by delivery and suchtransfer shall operate to confer upon the transferee all rights and benefitsappertaining hereto and to bind the transferee with all obligationsappertaining hereto pursuant to the Conditions;

(b)                           the holder of this Permanent Global Note isand shall be absolutely entitled as against all previous holders to receive allamounts by way of Redemption Amount interest or otherwise payable in respect ofthis Permanent Global Note and the Issuer has waived against such holder andany previous holder of this Permanent Global Note all rights of set-off orcounterclaim that would or might otherwise be available to it in respect of theobligations evidenced by this Global Note; and

(c)                            payment upon due presentation of thisPermanent Global Note as provided herein shall operate as a good dischargeagainst such holder and all previous holders of this Permanent Global Note.

Noprovisions of this Permanent Global Note shall alter or impair the obligationof the Issuer to pay the principal and premium of and interest on the Noteswhen due in accordance with the Conditions.

**Contract (Rights of Third Parties) Act 1999**

TheConditions do not confer a right under the Contracts (Rights of Third Parties)Act 1999 to enforce any term of this Permanent Global Note, but this does notaffect any rights or remedy which exist apart from that Act.

ThisPermanent Global Note shall not be valid or become obligatory for any purposeuntil authenticated by or on behalf of the Fiscal Agent.

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ThisPermanent Global Note shall be governed by and construed in accordance withEnglish law.

**IN WITNESS** whereof the Issuer has caused this Permanent Global Note to be dulysigned on its behalf.

Datedas of the Issue Date.

 
| **ANZ NATIONAL (INT’L) LIMITED** |   |
|---------------------------------------|--------|
| ** **                            |   |
| By:                                   |   |   |   |
|                                  |   |
|                                  |   |
| By:                                   |   |   |   |

** **

**Certificate of Authentication**

This Permanent Global Noteis authenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent

**DEUTSCHEBANK AG, LONDON BRANCH**as Fiscal Agent

 
| By:                                      |   |   |
|------------------------------------------|--------|--------|
| Authorised  Signatory                    |   |
| For the purposes  of authentication only |
|                                     |
|                                     |
| By:                                      |   |   |
| Authorised  Signatory                    |   |
| For the purposes  of authentication only |

 

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**APPENDIX 1**

**NOMINAL AMOUNT OF NOTES REPRESENTEDBY THIS PERMANENT GLOBAL NOTE**

Thefollowing (i) issues of Notes initially represented by this Permanent GlobalNote, (ii) exchanges of interests in a Temporary Global Note for interests inthis Permanent Global Note, (iii) exchanges of the whole or a part of thisPermanent Global Note for Definitive Notes or for Direct Rights under the Deedof Covenant, (iv) cancellations or forfeitures of interests in this PermanentGlobal Note and/or (v) payments of Redemption Amount in respect of thisPermanent Global Note have been made, resulting in the nominal amount of thisPermanent Global Note specified in the latest entry in the fourth column:
| **Date**         | ** ** | **Amount of  increase/decrease  in nominal amount  of this Permanent  Global Note** | ** ** | **Reason for  increase/decrease  in nominal amount  of this Permanent  Global Note  (initial issue,  exchange,  cancellation,  forfeiture or  payment, stating  amount of  payment made)** | ** ** | **Nominal amount  of this Permanent  Global Note  following such  increase/decrease** | ** ** | **Notation made by  or on behalf of the  Fiscal Agent** |
|------------------|------------|-------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| **  ** | ** ** | ** **                                                                          | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |
| ** **       | ** ** | ** **                                                                          | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |
| ** **       | ** ** | ** **                                                                          | ** ** | ** **                                                                                                                                                                                 | ** ** | ** **                                                                            | ** ** | ** **                                              |

 

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**APPENDIX 2**

**DIRECT RIGHTS**

Thenominal amount of Notes in respect of which Direct Rights have arisen under theDeed of Covenant is shown by the latest entry in the third column below:
| **Date**   | ** ** | **Amount of increase in  nominal amount of Notes  in respect of which Direct  Rights have arisen** | ** ** | **Initial nominal amount  and nominal amount  following such increase** | ** ** | **Notation by or on behalf  of the Fiscal Agent (other  than in respect of initial  nominal amount)** |
|------------|------------|----------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                         | ** ** | ** **                                                              | ** ** | ** **                                                                                            |
| Issue Date |       | Not applicable                                                                                     |       | Zero                                                                    |       | Not applicable                                                                                        |

 

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**APPENDIX 3**

**PAYMENTS OF INTEREST**

Thefollowing payments of interest or Interest Amount in respect of this PermanentGlobal Note have been made:
| **Due date of  payment** | ** ** | **Date of payment** | ** ** | **Amount of interest** | ** ** | **Notation made by or  on behalf of the Fiscal  Agent** |
|--------------------------|------------|---------------------|------------|------------------------|------------|---------------------------------------------------------|
| **  **         | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |
| ** **               | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |
| ** **               | ** ** | ** **          | ** ** | ** **             | ** ** | ** **                                              |

 

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**APPENDIX 4**

**FINAL TERMS**

[Insertthe provisions of the relevant Final Terms that relate to the Conditions or theGlobal Notes as Appendix 4]

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**APPENDIX 5**

**EXERCISE OF NOTEHOLDERS’ OPTION**

Thefollowing exercises of the option of the Noteholders provided for in theConditions have been made in respect of the stated nominal amount of this PermanentGlobal Note:
| **Date of exercise** | ** ** | **Nominal amount of  this Permanent Global  note in respect of  which exercise is made** | ** ** | **Date on which  exercise of such option  is effective** | ** ** | **Notation made by or  on behalf of the Fiscal  Agent** |
|----------------------|------------|------------------------------------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|
| **  **     | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |
| ** **           | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |
| ** **           | ** ** | ** **                                                                               | ** ** | ** **                                               | ** ** | ** **                                              |

 

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**SCHEDULE3**

**FORMS OF REGISTERED GLOBALNOTE**

**PART A - ANZBGL REGISTERED GLOBAL NOTE**

NO OFFSHORE ASSOCIATE OF THE ISSUER (ASDEFINED BELOW) MAY (DIRECTLY OR INDIRECTLY) ACQUIRE THIS NOTE OR ANY INTERESTIN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN AN OFFSHORE ASSOCIATE WHOACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THE CAPACITY OF A DEALER,MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OF THE NOTE, INTEREST ORRIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER OR RESPONSIBLE ENTITY OF AREGISTERED SCHEME WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 OFAUSTRALIA).

“**OFFSHOREASSOCIATE**” MEANS AN ASSOCIATE (AS DEFINED IN SECTION 128F OF THEINCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”,WHICH TERM INCLUDES ANY SUCCESSOR LEGISLATION)) OF THE ISSUER THAT IS EITHER ANON-RESIDENT OF THE COMMONWEALTH OF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTESIN CARRYING ON A BUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIAOR, ALTERNATIVELY, A RESIDENT OF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ONBUSINESS AT OR THROUGH A PERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SO ACQUIRES THIS NOTE ORSUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED IN FAVOUR OF THE ISSUER THATTHE PERSON IS NOT AN OFFSHORE ASSOCIATE.

ANY OFFSHORE ASSOCIATE WHO SO ACQUIRES THISNOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THIS NOTE MAY BE SUBJECT TOAUSTRALIAN WITHHOLDING TAX AND, IF SO, WILL NOT BE ENTITLED TO RECEIVE ANYPAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANY AMOUNT DEDUCTEDBY THE BANK ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OFTHIS NOTE.

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED**

**(ABN11 005 357 522)**

**EuroMedium Term Note ProgrammeSeries No. [       ][Title of issue]**

**REGISTEREDGLOBAL NOTERegistered Global Note No. [       ]**

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** **
| Registered Holder                                                   | :      |   |
|---------------------------------------------------------------------|--------|--------|
|                                                                |   |   |
| Address of Registered Holder                                        | :      |   |
|                                                                |   |   |
| Nominal amount of Notes  Represented by this Registered Global Note | :      |   |

 

This Registered Global Note is issued inrespect of the nominal amount specified above of the Notes (the “**Notes**”) of the Tranche and Series specifiedin the Appendix hereto of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED****(the “**Issuer**”).  This Registered Global Note certifies thatthe Registered Holder (as defined above) is registered as the holder of suchnominal amount of the Notes at the date hereof.

**Interpretationand Definitions**

References in this Registered Global Noteto the “**Conditions**” are to theTerms and Conditions applicable to the Notes (which are in the form set out inSchedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006(as further supplemented and/or amended and/or restated as at the Issue Date,the “**Agency Agreement**”) between,among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent andthe other Agents named in it, as such form is supplemented and/or modifiedand/or superseded by the provisions of this Registered Global Note (includingthe supplemental definitions and any modifications or additions set out in theAppendix hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in thisRegistered Global Note shall have the meanings given to them in the Conditionsor the Agency Agreement.

**Promiseto Pay**

The Issuer, for value received, promises topay to the holder of the Notes represented by this Registered Global Note uponpresentation and (when no further payment is due in respect of the Notesrepresented by this Registered Global Note) surrender of this Registered GlobalNote on the Maturity Date (or on such earlier date as the Redemption Amount maybecome payable in accordance with the Conditions) the Redemption Amount inrespect of the Notes represented by this Registered Global Note and (unless theNotes represented by this Certificate do not bear interest) to pay interest inrespect of such Notes from the Interest Commencement Date in arrear at therates, in the amounts and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

For the purposes of this Registered GlobalNote, (a) the holder of the Notes represented by this Registered Global Note isbound by the provisions of the Agency Agreement, (b) the Issuer certifies thatthe Registered Holder is, at the date hereof, entered in the Register as theholder of the Notes represented by this Registered Global Note, (c) thisRegistered Global Note is evidence of entitlement only, (d) title to the Notesrepresented by this Registered Global Note passes only on due registration onthe Register, and (e) only the holder of the

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Notes represented by this Registered GlobalNote is entitled to payments in respect of the Notes represented by thisRegistered Global Note.

**Exchangeof Notes Represented by Registered Global Notes**

If the Appendix hereto states that theNotes are to be represented by a Registered Global Note on issue, exchanges ofthe holding of Notes represented by this Registered Global Note forcertificates in definitive form may only be made in part:

(a)                            ifthe Notes represented by this Registered Global Note are held on behalf ofEuroclear or Clearstream, Luxembourg or any other clearing system (an “**Alternative Clearing System**”) and any suchclearing system is closed for business for a continuous period of 14 days(other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so; or

(b)                           uponor following any failure to pay principal in respect of any Notes when it isdue and payable; or

(c)                            withthe consent of the Issuer,

provided that, in the case of the firstexchange of part of a holding pursuant to (a) or (b) above, the holder of theNotes represented by this Registered Global Note has given the Registrar notless than 30 days notice at its specified office of such holder’s intention toeffect such exchange.  Where the holdingof Notes represented by this Registered Global Note is only exchangeable in itsentirety, the Certificate issued to the holder upon exchange of such holdingshall be a Registered Note in definitive form. Where exchanges are permitted in part, Certificates issued to theholders of the Notes shall not be Registered Global Notes unless the holder so requestsand certifies to the Registrar that it is, or is acting as a nominee for,Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.

**Meetings**

The holder of the Notes represented by thisRegistered Global Note shall (unless this Registered Global Note representsonly one Note) be treated as two persons for the purposes of any quorumrequirements of a meeting of Noteholders.

**Eventsof Default**

If the Notes represented by this RegisteredGlobal Note are Unsubordinated Notes, the holder hereof may from time to timeexercise the right to declare the Unsubordinated Notes represented by thisRegistered Global Note due and payable following an Event of Default inaccordance with the Conditions by stating in a notice given to the Fiscal Agentthe nominal amount of the Unsubordinated Notes (which may be less than theoutstanding nominal amount hereof) to which such notice relates.  If the Notes represented by this RegisteredGlobal Note are Subordinated Notes, following the occurrence of an Event ofDefault in paragraph (ii) of Condition 10*(b)*which is continuing, the holder hereof may only, in order to enforce theobligations of the Issuer under the Subordinated Notes represented by thisRegistered Global Note: (i) notwithstanding the provisions of (ii) below,institute proceedings in the State of Victoria, Commonwealth of Australia (butnot elsewhere) for the winding up of the Issuer (all

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subject to, and in accordance with, thesubordination terms of Condition 11); or (ii) institute proceedings forrecovery of money then due, provided that the Issuer will not, by virtue of theinstitution of any such proceedings (other than proceedings for the winding upof the Issuer) be obliged to pay any sums representing principal or interest inrespect of the Subordinated Notes represented by this Registered Global Notesooner than the same would otherwise have been payable by it.  If the Notes represented by this RegisteredGlobal Note are Subordinated Notes, no remedy against the Issuer, other thanthose referred to in (i) and (ii) above, shall be available to the holderhereof, whether for the recovery of amounts owing in respect of theSubordinated Notes represented by this Registered Global Note or in respect ofany breach by the Issuer of any of its other obligations under or in respect ofthe Subordinated Notes represented by this Registered Global Note.

If principal in respect of any Notes is notpaid when due, the holder of the Notes represented by this Registered GlobalNote may (subject as provided below) from time to time elect that Direct Rightsunder the provisions of (and as defined in) the Deed of Covenant executed bythe Issuer as of 3 October 2005 (as further supplemented and/or amended and/orrestated as at the Issue Date, the “**Deed ofCovenant**”) (a copy of which is available for inspection at thespecified office of the Fiscal Agent and which the Issuer acknowledges to applyto the Notes represented by this Registered Global Note) shall come into effectin respect of a principal amount of Notes up to the aggregate nominal amount inrespect of which such failure to pay principal has occurred.  Such election shall be made by notice to theFiscal Agent by the holder of the Notes represented by this Registered GlobalNote specifying the nominal amount of Notes represented by this RegisteredGlobal Note in respect of which Direct Rights shall arise under the Deed ofCovenant.  Upon each such notice beinggiven, this Registered Global Note and the corresponding entry in the Registershall become void to the extent of the nominal amount stated in such notice,save to the extent that the appropriate Direct Rights shall fail to takeeffect, for whatever reason.

No such election may however be made unlessthe exchange of the whole or a part of the holding of Notes represented by thisRegistered Global Note shall have been improperly withheld or refused.

**Contract (Rights of ThirdParties) Act 1999**

The Conditions do not confer a right underthe Contracts (Rights of Third Parties) Act 1999 to enforce any term of thisRegistered Global Note, but this does not affect any rights or remedy whichexist apart from that Act.

This Registered Global Note shall notbecome valid for any purpose until authenticated by or on behalf of theRegistrar.

**IN WITNESS**whereof the Issuer has caused this Registered Global Note to be signed on itsbehalf.

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| Dated as of the Issue Date.                                                                                              |                                     |       |
|--------------------------------------------------------------------------------------------------------------------------|------------------------------------------|------------|
|                                                                                                                     |                                     |       |
| **AUSTRALIA  AND NEW ZEALAND BANKING GROUP LIMITED**                                                                     |
| ** **                                                                                                               | ** **                               | ** ** |
| ** **                                                                                                               | ** **                               | ** ** |
| By:                                                                                                                      |                                     |       |   |   |
|                                                                                                                     |                                     |       |
|                                                                                                                     |                                     |       |
| By:                                                                                                                      |                                     |       |   |   |
|                                                                                                                     |                                     |       |
| ** **                                                                                                               |                                     |       |
| **Certificate of Authentication**                                                                                        |                                     |       |
| ** **                                                                                                               |                                     |       |
| This Registered Global Note is authenticated   without recourse, warranty or liability  by or on behalf of the Registrar |                                     |       |
|                                                                                                                     | ** **                               | ** ** |
| **DEUTSCHE BANK TRUST COMPANY AMERICAS**as  Registrar                                                                    | ** **                               | ** ** |
|                                                                                                                     |                                     |       |
|                                                                                                                     |                                     |       |
| By:                                                                                                                      |                                     |       |   |
|                                                                                                                     | Authorised  Signatory                    |       |
|                                                                                                                     | For the purposes  of authentication only |       |
|                                                                                                                          |                                          |            |  |  |  |  |  |  |

 

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**FORMOF TRANSFER**

**Forvalue received** the undersigned transfers to                                                                                                                                                                                                                                                                                                                                                                        (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[          ]nominal amount of the Notes represented by this Registered Global Note, and allrights under them.
| Dated  |   |   |   |                  |
|--------|--------|--------|--------|-----------------------|
|   |   |   |   |                  |
| Signed |   |   |   | Certifying  Signature |

*** ***

----

*Notes:*

*The signature of theperson effecting a transfer shall conform to a list of duly authorised specimensignatures supplied by the holder of the Notes represented by this RegisteredGlobal Note or (if such signature corresponds with the name as it appears onthe face of this Registered Global Note) be certified by a notary public or arecognised bank or be supported by such other evidence as a Transfer Agent orthe Registrar may reasonably require.*

*A representative of theNoteholder should state the capacity in which he signs e.g. executor.*

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**APPENDIX**

**FINALTERMS**

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**PART B - ANZNBL REGISTERED GLOBAL NOTE**

**THE HOLDING OF THIS NOTEFOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FORREDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT ANEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).**

**ANZNATIONAL BANK LIMITED**

**EuroMedium Term Note ProgrammeSeries No. [      ][Title of issue]**

**REGISTEREDGLOBAL NOTERegistered Global Note No. [     ]**
| Registered Holder                                                   | :      |   |
|---------------------------------------------------------------------|--------|--------|
|                                                                |   |   |
| Address of  Registered Holder                                       | :      |   |
|                                                                |   |   |
| Nominal amount of  Notes Represented by this Registered Global Note | :      |   |

 

This Registered Global Note is issued inrespect of the nominal amount specified above of the Notes (the “**Notes**”) of the Tranche and Series specifiedin the Appendix hereto of ANZ National Bank Limited (the “I**ssuer**”). This Registered Global Note certifies that the Registered Holder (asdefined above) is registered as the holder of such nominal amount of the Notesat the date hereof.

**Interpretation andDefinitions**

References in this Registered Global Noteto the “**Conditions**” are to theTerms and Conditions applicable to the Notes (which are in the form set out inSchedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006(as further supplemented and/or amended and/or restated as at the Issue Date,the “**Agency Agreement**”) between,among others, the Issuer, Deutsche Bank AG, London Branch as Fiscal Agent andthe other Agents named in it, as such form is supplemented and/or modifiedand/or superseded by the provisions of this Registered Global Note (includingthe supplemental definitions and any modifications or additions set out in theAppendix hereto), which in the event of any conflict shall prevail).  Other capitalised terms used in thisRegistered Global Note shall have the meanings given to them in the Conditionsor the Agency Agreement.

**Promise to Pay**

The Issuer, for value received, promises topay to the holder of the Notes represented by this Registered Global Note uponpresentation and (when no further payment is due in respect of the Notesrepresented by this Registered Global Note) surrender of this Registered Global

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Note on the Maturity Date (or on suchearlier date as the Redemption Amount may become payable in accordance with theConditions) the Redemption Amount in respect of the Notes represented by thisRegistered Global Note and (unless the Notes represented by this Certificate donot bear interest) to pay interest in respect of such Notes from the InterestCommencement Date in arrear at the rates, in the amounts and on the dates forpayment provided for in the Conditions together with such other sums andadditional amounts (if any) as may be payable under the Conditions, inaccordance with the Conditions.

For the purposes of this Registered GlobalNote, (a) the holder of the Notes represented by this Registered Global Note isbound by the provisions of the Agency Agreement, (b) the Issuer certifies thatthe Registered Holder is, at the date hereof, entered in the Register as theholder of the Notes represented by this Registered Global Note, (c) thisRegistered Global Note is evidence of entitlement only, (d) title to the Notesrepresented by this Registered Global Note passes only on due registration onthe Register, and (e) only the holder of the Notes represented by thisRegistered Global Note is entitled to payments in respect of the Notesrepresented by this Registered Global Note.

**Exchange of NotesRepresented by Registered Global Notes**

If the Appendix hereto states that theNotes are to be represented by a Registered Global Note on issue, exchanges ofthe holding of Notes represented by this Registered Global Note forcertificates in definitive form may only be made in part:

(a)                            ifthe Notes represented by this Registered Global Note are held on behalf ofEuroclear or Clearstream, Luxembourg or any other clearing system (an “**Alternative Clearing System**”) and any suchclearing system is closed for business for a continuous period of 14 days(other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so; or

(b)                           uponor following any failure to pay principal in respect of any Notes when it isdue and payable; or

(c)                            withthe consent of the Issuer,

provided that, in the case of the firstexchange of part of a holding pursuant to (a) or (b) above, the holder of theNotes represented by this Registered Global Note has given the Registrar notless than 30 days notice at its specified office of such holder’s intention toeffect such exchange.  Where the holdingof Notes represented by this Registered Global Note is only exchangeable in itsentirely, the Certificate issued to the holder of the Notes upon exchange ofsuch holding shall be a Registered Note in definitive form.  Where exchanges are permitted in part,Certificates issued to the holder of the Notes shall not be Registered GlobalNotes unless the holder so requests and certifies to the Registrar that it is,or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or anAlternative Clearing System.

**Meetings**

The holder of the Notes represented by thisRegistered Global Note shall (unless this Registered Global Note representsonly one Note) be treated as two persons for the purposes of any quorumrequirements of a meeting of Noteholders.

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**Events of Default**

The holder hereof may from time to timeexercise the right to declare Notes represented by this Registered Global Notedue and payable following an Event of Default in accordance with the Conditionsby stating in a notice given to the Fiscal Agent the nominal amount of Notes(which may be less than the outstanding nominal amount hereof) to which suchnotice relates.

If principal in respect of any Notes is notpaid when due, the holder of the Notes represented by this Registered GlobalNote may (subject as provided below) from time to time elect that Direct Rightsunder the provisions of (and as defined in) the Deed of Covenant executed bythe Issuer as of 3 October 2005 (as supplemented and/or amended and/or restatedas at the Issue Date, the “**Deed of Covenant**”)(a copy of which is available for inspection at the specified office of theFiscal Agent and which the Issuer acknowledges to apply to the Notesrepresented by this Registered Global Note) shall come into effect in respectof a principal amount of Notes up to the aggregate nominal amount in respect ofwhich such failure to pay principal has occurred.  Such election shall be made by notice to theFiscal Agent by the holder of the Notes represented by this Registered GlobalNote specifying the nominal amount of Notes represented by this RegisteredGlobal Note in respect of which Direct Rights shall arise under the Deed ofCovenant.  Upon each such notice beinggiven, this Registered Global Note and the corresponding entry in the Registershall become void to the extent of the nominal amount stated in such notice,save to the extent that the appropriate Direct Rights shall fail to takeeffect, for whatever reason.  Save asprovided in this paragraph and in the Deed of Covenant, and subject to theterms thereof, no term of this Registered Global Note may be enforceable by anyperson other than the holder.

No such election may however be made unlessthe exchange of the whole or a part of the holding of Notes represented by thisRegistered Global Note shall have been improperly withheld or refused.

**Contract (Rights of ThirdParties) Act 1999**

The Conditions do not confer a right underthe Contracts (Rights of Third Parties) Act 1999 to enforce any term of thisRegistered Global Note, but this does not affect any rights or remedy whichexist apart from that Act.

This Registered Global Note shall notbecome valid for any purpose until authenticated by or on behalf of theRegistrar.

**IN WITNESS**whereof the Issuer has caused this Registered Global Note to be signed on itsbehalf.

Dated as of the Issue Date.
| **ANZ NATIONAL BANK LIMITED** |
|-------------------------------|
| ** **                    |
| By:                           |   |   |
| ** **                    |
| By:                           |   |   |

 

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**Certificate ofAuthentication**

ThisRegistered Global Note is authenticated

withoutrecourse, warranty or liability

by or on behalf of the Registrar
| **DEUTSCHE BANK TRUST COMPANY AMERICAS** | ** ** | ** ** |
|------------------------------------------|------------|------------|
| as Registrar                             |       |       |
|                                     |       |       |
|                                     |       |       |
| By:                                      |       |       |   |   |
|                                     |       |       |
| Authorised Signatory                     |       |       |
| For the purposes of authentication only  |       |       |
|                                          |            |            |  |  |

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**FORMOF TRANSFER**

**For value received** theundersigned transfers to                                                                                                                                                                                                                                                                                                                                                                     (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[             ]nominal amount of the Notes represented by this Registered Global Note, and allrights under them.
| Dated  |   |                 |
|--------|--------|----------------------|
|   |   |                 |
| Signed |   | Certifying Signature |

 

----

*Notes:*

*The signature of theperson effecting a transfer shall conform to a list of duly authorised specimensignatures supplied by the holder of the Notes represented by this RegisteredGlobal Note or (if such signature corresponds with the name as it appears onthe face of this Registered Global Note) be certified by a notary public or arecognised bank or be supported by such other evidence as a Transfer Agent orthe Registrar may reasonably require.*

*A representative of the Noteholder should state the capacityin which he signs e.g. executor.*

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**APPENDIX**

**FINALTERMS**

[Insert the provisionsof the relevant Final Terms that relate to the Conditions or the RegisteredGlobal Note as the Appendix]

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**PARTC - ANZNIL REGISTERED GLOBAL NOTE**

**THE HOLDING OF THIS NOTEFOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FORREDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT ANEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).**

**ANZNATIONAL (INT’L) LIMITED**

**EuroMedium Term Note ProgrammeSeries No. [       ][Title of issue]**

**GuaranteedbyANZ NATIONAL BANK LIMITED**

**REGISTEREDGLOBAL NOTERegistered Global Note No. [     ]**
| Registered Holder                                                   | :      |   |
|---------------------------------------------------------------------|--------|--------|
|                                                                |   |   |
| Address of  Registered Holder                                       | :      |   |
|                                                                |   |   |
| Nominal amount of  Notes Represented by this Registered Global Note | :      |   |

 

This Registered Global Note is issued inrespect of the nominal amount specified above of the Notes (the “**Notes**”) of the Tranche and Series specifiedin the Appendix hereto of ANZ National (Int’l) Limited (the “I**ssuer**”) and has the benefit of a guaranteeof ANZ National Bank Limited (the “**Guarantor**”)contained in a deed of guarantee dated 3 October 2005.  This Registered Global Note certifies thatthe Registered Holder (as defined above) is registered as the holder of suchnominal amount of the Notes at the date hereof.

**Interpretation andDefinitions**

References in this Registered Global Noteto the “**Conditions**” are to theTerms and Conditions applicable to the Notes (which are in the form set out inSchedule 6 to the Amended and Restated Agency Agreement dated 25 September 2006(as further supplemented and/or amended and/or restated as at the Issue Date,the “**Agency Agreement**”) between,among others, the Issuer, the Guarantor, Deutsche Bank AG, London Branch asFiscal Agent and the other Agents named in it, as such form is supplementedand/or modified and/or superseded by the provisions of this Registered GlobalNote (including the supplemental definitions and any modifications or additionsset out in the Appendix hereto), which in the event of any conflict shallprevail).  Other capitalised terms usedin this Registered Global Note shall have the meanings given to them in theConditions or the Agency Agreement.

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**Promise to Pay**

The Issuer, for value received, promises topay to the holder of the Notes represented by this Registered Global Note uponpresentation and (when no further payment is due in respect of the Notesrepresented by this Registered Global Note) surrender of this Registered GlobalNote on the Maturity Date (or on such earlier date as the Redemption Amount maybecome payable in accordance with the Conditions) the Redemption Amount in respectof the Notes represented by this Registered Global Note and (unless the Notesrepresented by this Certificate do not bear interest) to pay interest inrespect of such Notes from the Interest Commencement Date in arrear at therates, in the amounts and on the dates for payment provided for in theConditions together with such other sums and additional amounts (if any) as maybe payable under the Conditions, in accordance with the Conditions.

For the purposes of this Registered GlobalNote, (a) the holder of the Notes represented by this Registered Global Note isbound by the provisions of the Agency Agreement, (b) the Issuer certifies thatthe Registered Holder is, at the date hereof, entered in the Register as theholder of the Notes represented by this Registered Global Note, (c) thisRegistered Global Note is evidence of entitlement only, (d) title to the Notesrepresented by this Registered Global Note passes only on due registration onthe Register, and (e) only the holder of the Notes represented by thisRegistered Global Note is entitled to payments in respect of the Notesrepresented by this Registered Global Note.

**Exchange of NotesRepresented by Registered Global Notes**

If the Appendix hereto states that theNotes are to be represented by a permanent Registered Global Note on issue,exchanges of the holding of Notes represented by this Registered Global Notefor certificates in definitive form may only be made in part:

(a)                            ifthe Notes represented by this Registered Global Note are held on behalf ofEuroclear or Clearstream, Luxembourg or any other clearing system (an “**Alternative Clearing System**”) and any suchclearing system is closed for business for a continuous period of 14 days(other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so; or

(b)                           uponor following any failure to pay principal in respect of any Notes when it isdue and payable; or

(c)                            withthe consent of the Issuer,

provided that, in the case of the first exchangeof part of a holding pursuant to (a) or (b) above, the holder of the Notesrepresented by this Registered Global Note has given the Registrar not lessthan 30 days notice at its specified office of such holder’s intention toeffect such exchange.  Where the holdingof Notes represented by this Registered Global Note is only exchangeable in itsentirely, the Certificate issued to the holder of the Notes upon exchange ofsuch holding shall be a Registered Note in definitive form.  Where exchanges are permitted in part,Certificates issued to holders shall not be Registered Global Notes unless theholder so requests and certifies to the Registrar that it is, or is acting as anominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative ClearingSystem.

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**Meetings**

The holder of the Notes represented by thisRegistered Global Note shall (unless this Registered Global Note representsonly one Note) be treated as two persons for the purposes of any quorumrequirements of a meeting of Noteholders.

**Eventsof Default**

The holder hereof may from time to timeexercise the right to declare Notes represented by this Registered Global Notedue and payable following an Event of Default in accordance with the Conditionsby stating in a notice given to the Fiscal Agent the nominal amount of Notes(which may be less than the outstanding nominal amount hereof) to which suchnotice relates.

If principal in respect of any Notes is notpaid when due, the holder of the Notes represented by this Registered GlobalNote may (subject as provided below) from time to time elect that Direct Rightsunder the provisions of (and as defined in) the Deed of Covenant executed bythe Issuer as of 3 October 2005 (as supplemented and/or amended and/or restatedas at the Issue Date, the “**Deed of Covenant**”)(a copy of which is available for inspection at the specified office of theFiscal Agent and which the Issuer acknowledges to apply to the Notesrepresented by this Registered Global Note) shall come into effect in respectof a principal amount of Notes up to the aggregate nominal amount in respect ofwhich such failure to pay principal has occurred.  Such election shall be made by notice to theFiscal Agent by the holder of the Notes represented by this Registered GlobalNote specifying the nominal amount of Notes represented by this RegisteredGlobal Note in respect of which Direct Rights shall arise under the Deed ofCovenant.  Upon each such notice beinggiven, this Registered Global Note and the corresponding entry in the Registershall become void to the extent of the nominal amount stated in such notice,save to the extent that the appropriate Direct Rights shall fail to takeeffect, for whatever reason.  Save asprovided in this paragraph and in the Deed of Covenant, and subject to theterms thereof, no term of this Registered Global Note may be enforceable by anyperson other than the holder.

No such election may however be made unlessthe exchange of the whole or a part of the holding of Notes represented by thisRegistered Global Note shall have been improperly withheld or refused.

**Contract (Rights of ThirdParties) Act 1999**

The Conditions do not confer a right underthe Contracts (Rights of Third Parties) Act 1999 to enforce any term of thisRegistered Global Note, but this does not affect any rights or remedy whichexist apart from that Act.

This Registered Global Note shall notbecome valid for any purpose until authenticated by or on behalf of theRegistrar.

**IN WITNESS**whereof the Issuer has caused this Registered Global Note to be signed on itsbehalf.

Dated as of the Issue Date.

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**ANZ NATIONAL (INT’L)LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
|   |
| By:    |   |   |

 

** **

**Certificateof Authentication**

This Registered Global Note isauthenticatedwithout recourse, warranty or liabilityby or on behalf of the Registrar
| **DEUTSCHE BANK TRUST COMPANY AMERICAS** |   |   |
|------------------------------------------|--------|--------|
| as Registrar                             |   |   |
|                                     |   |   |
|                                     |   |   |
| By:                                      |   |   |
|                                          |        |        |  |  |

 

AuthorisedSignatory

Forthe purposes of authentication only

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**FORMOF TRANSFER**

**For value received** theundersigned transfers to                                                                                                                                                                                                                                                                                                                                                                 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[        ]nominal amount of the Notes represented by this Registered Global Note, and allrights under them.
| Dated  |   |   |                  |
|--------|--------|--------|-----------------------|
|   |   |   |                  |
| Signed |   |   | Certifying  Signature |

 

----

*Notes:*

*The signature of theperson effecting a transfer shall conform to a list of duly authorised specimensignatures supplied by the holder of the Notes represented by this RegisteredGlobal Note or (if such signature corresponds with the name as it appears onthe face of this Registered Global Note) be certified by a notary public or arecognised bank or be supported by such other evidence as a Transfer Agent orthe Registrar may reasonably require.*

*A representative of the Noteholder should state the capacityin which he signs e.g. executor.*

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**APPENDIX**

**FINALTERMS**

[Insert the provisions of the relevantFinal Terms that relate to the Conditions or the Registered Global Note as the Appendix]

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**SCHEDULE4**

**FORMS OF BEARER NOTE**

**PART A - ANZBGL BEARER NOTE**

On the front:
| [Currency and  denomination] |   | [ISIN] |   | [Series] |   | [Serial No.] |
|------------------------------|--------|--------|--------|----------|--------|--------------|

 

NO OFFSHORE ASSOCIATE OFTHE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OFAUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH APERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRETHIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHER THAN ANOFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IN THECAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OFTHE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER ORRESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT ORTHROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OFAUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SOACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED INFAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OFAUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESSIN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.

ANY OFFSHORE ASSOCIATE,RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYINGON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHINAUSTRALIA WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THISNOTE MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TORECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON

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ACCOUNT OF SUCH TAX FROMAMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS NOTE.

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND1287(a) OF THE INTERNAL REVENUE CODE.](7)

**AUSTRALIA AND NEW ZEALAND BANKINGGROUP LIMITED**

**(ABN 11 005 357 522)**

**Euro Medium Term Note ProgrammeSeries No. [****·][Title of issue]**

This Note forms one ofthe Series of Notes referred to above (the “**Notes**”)of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (the “**Issuer**”) designated as specified in thetitle hereof.  The Notes are subject tothe Terms and Conditions (the “**Conditions**”)endorsed hereon.  Expressions defined inthe Conditions have the same meanings in this Note.

The Issuer for valuereceived promises to pay to the bearer of this Note, on presentation and (whenno further payment is due in respect of this Note) surrender of this Note onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount and (unlessthis Note does not bear interest) to pay interest from the InterestCommencement Date in arrear at the rates, in the amounts and on the dates forpayment provided for in the Conditions together with such other sums andadditional amounts (if any) as may be payable under the Conditions, inaccordance with the Conditions.

This Note shall notbecome valid or obligatory for any purpose until authenticated by or on behalfof the Fiscal Agent.

**INWITNESS**whereof the Issuer has caused this Note to be signedon its behalf.

Dated as of theIssue Date.
| **AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED** |   |   |
|-----------------------------------------------------|--------|--------|
| ** **                                          |   |   |
| ** **                                          |   |   |
| By:                                                 |   |   |
|                                                |   |   |
|                                                |   |   |
| By:                                                 |   |   |
|                                                     |        |        |  |  |

 

----

(7)  This legend can be deleted if the Notes havean initial maturity of 365 days or less.

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**Certificateof Authentication**

This Note isauthenticated without recourse, warranty or liability by or on behalf of theFiscal Agent.
| **DEUTSCHE BANK AG, LONDON BRANCH** |                                     |   |
|-------------------------------------|------------------------------------------|--------|
| as Fiscal Agent                     |                                     |   |
|                                |                                     |   |
|                                |                                     |   |
| By:                                 |                                     |   |   |   |
|                                | Authorised Signatory                     |   |   |   |
|                                | For the purposes of authentication  only |   |   |

 

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On the back:

**TERMSAND CONDITIONS OF THE NOTES**

The Terms and Conditionsthat are set out in Schedule 6 to the Agency Agreement either (i) in thecomplete form or (ii) as amended by and incorporating any additional provisionsforming part of such Terms and Conditions and set out in the relevant FinalTerms will be set out here

**FiscalAgent, Paying Agent and Transfer Agent**

Deutsche Bank AG, LondonBranch

Winchester House

1 Great Winchester Street

London EC2N 2DB

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**PARTB - ANZNBL BEARER NOTE**

On the front:
| [Currency and  denomination] |   | [ISIN] |   | [Series] |   | [Serial No.] |
|------------------------------|--------|--------|--------|----------|--------|--------------|

 

THE HOLDING OF THIS NOTEFOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FORREDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT ANEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](8)

**ANZ NATIONAL BANK LIMITED**

**EuroMedium Term Note Programme**

**SeriesNo. [****·]**

**[Titleof issue]**

This Note forms one ofthe Series of Notes referred to above (the “**Notes**”)of ANZ National Bank Limited (the “**Issuer**”)designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “**Conditions**”) endorsed hereon.  Expressions defined in the Conditions havethe same meanings in this Note.

The Issuer for valuereceived promises to pay to the bearer of this Note, on presentation and (whenno further payment is due in respect of this Note) surrender of this Note onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount and (unlessthis Note does not bear interest) to pay interest from the InterestCommencement Date in arrear at the rates, in the amounts and on the dates forpayment provided for in the Conditions together with such other sums andadditional amounts (if any) as may be payable under the Conditions, in accordancewith the Conditions.

This Note shall notbecome valid or obligatory for any purpose until authenticated by or on behalfof the Fiscal Agent.

**INWITNESS** whereof the Issuer has caused this Note to be signedon its behalf.

----

(8) This legend can be deletedif the Notes have an initial maturity of 365 days or less.

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Dated as of the IssueDate.

**ANZNATIONAL BANK LIMITED**
| By:    |   |   |   |
|--------|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |   |

** **

** **

**Certificateof Authentication**

This Note isauthenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent.

**DEUTSCHEBANK AG, LONDON BRANCH**as Fiscal Agent
| By:    |                                     |   |
|--------|------------------------------------------|--------|
|   | Authorised Signatory                     |
|   | For the purposes of authentication  only |

 

119

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On the back:

**TERMSAND CONDITIONS OF THE NOTES**

The Terms and Conditionsthat are set out in Schedule 6 to the Agency Agreement either (i) in thecomplete form or (ii) as amended by and incorporating any additional provisionsforming part of such Terms and Conditions and set out in the relevant FinalTerms will be set out here

**FiscalAgent, Paying Agent and Transfer Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

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**PARTC - ANZNIL BEARER NOTE**

On the front:
| [Currency and  denomination] |   | [ISIN] |   | [Series] |   | [Serial No.] |
|------------------------------|--------|--------|--------|----------|--------|--------------|

 

THE HOLDING OF THIS NOTEFOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), OR FORREDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT IS NOT ANEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](9)

**ANZ NATIONAL (INT’L) LIMITED**

**Euro Medium Term Note ProgrammeSeries No. [****·][Title of issue]**

**GuaranteedbyANZ NATIONAL BANK LIMITED**

This Note forms one ofthe Series of Notes referred to above (the “**Notes**”)of ANZ National (Int’l) Limited (the “**Issuer**”)designated as specified in the title hereof and has the benefit of a guaranteeof ANZ National Bank Limited contained in a deed of guarantee dated 3 October2005.  The Notes are subject to the Termsand Conditions (the “**Conditions**”)endorsed hereon.  Expressions defined inthe Conditions have the same meanings in this Note.

The Issuer for valuereceived promises to pay to the bearer of this Note, on presentation and (whenno further payment is due in respect of this Note) surrender of this Note onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount and (unlessthis Note does not bear interest) to pay interest from the InterestCommencement Date in arrear at the rates, in the amounts and on the dates for paymentprovided for in the Conditions together with such other sums and additionalamounts (if any) as may be payable under the Conditions, in accordance with theConditions.

This Note shall notbecome valid or obligatory for any purpose until authenticated by or on behalfof the Fiscal Agent.

**INWITNESS** whereof the Issuer has caused this Note to be signedon its behalf.

----

(9) This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

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Dated as of the IssueDate.
| **ANZ NATIONAL (INT’L) LIMITED** |   |   |
|---------------------------------------|--------|--------|
| ** **                            |   |   |
| ** **                            |   |   |
| By:                                   |   |   |
|                                  |   |   |
|                                  |   |   |
| By:                                   |   |   |

 

** **

**Certificateof Authentication**

This Note isauthenticatedwithout recourse, warranty or liabilityby or on behalf of the Fiscal Agent.
| **DEUTSCHE BANK AG, LONDON BRANCH** |
|-------------------------------------|
| as Fiscal Agent                     |
|                                |
|                                |
| By:                                 |   |   |
|                                | Authorised Signatory |   |
|                                | For the purposes of authentication  only |   |
|                                     |  |  |  |

 

122

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On the back:

**TERMSAND CONDITIONS OF THE NOTES**

The Terms and Conditionsthat are set out in Schedule 6 to the Agency Agreement either (i) in thecomplete form or (ii) as amended by and incorporating any additional provisionsforming part of such Terms and Conditions and set out in the relevant FinalTerms will be set out here

**FiscalAgent, Paying Agent and Transfer Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

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**SCHEDULE5**

**FORMS OF CERTIFICATE**

**PART A - ANZBGL CERTIFICATE**

On the front:

NO OFFSHOREASSOCIATE (AS DEFINED IN SECTION 128F(9) OF THE INCOME TAX ASSESSMENT ACT 1936OF THE COMMONWEALTH OF AUSTRALIA) OF THE ISSUER (AS DEFINED BELOW) (“**ASSOCIATE**”) MAY (DIRECTLY OR INDIRECTLY)ACQUIRE THIS NOTE OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS NOTE (OTHERTHAN AN OFFSHORE ASSOCIATE WHO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT INTHE CAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OFTHE NOTE, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER ORRESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT ORTHROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENT OFAUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHOSO ACQUIRES THIS NOTE OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED INFAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE.

ANY OFFSHOREASSOCIATE WHO SO ACQUIRES THIS NOTE OR ANY INTEREST OR RIGHT IN RESPECT OF THISNOTE MAY BE SUBJECT TO AUSTRALIAN WITHHOLDING TAX AND, IF SO, WILL NOT BE ENTITLEDTO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER IN RESPECT OF ANYAMOUNT DEDUCTED BY THE BANK ON ACCOUNT OF SUCH TAX FROM AMOUNTS PAYABLE UNDEROR IN RESPECT OF THIS NOTE.

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**

**(ABN 11 005 357 522)**

**Euro Medium Term Note Programme**

**Series No. [****·****]**

**[Title of issue]**

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ThisCertificate certifies that [·] of [·] (the “**RegisteredHolder**”) is, as at the date hereof, registered as the holder of[nominal amount] of Notes of the Series of Notes referred to above (the “**Notes**”) of AUSTRALIA AND NEW ZEALAND BANKINGGROUP LIMITED (the “**Issuer**”),designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “**Conditions**”) endorsed hereon.  Expressions defined in the Conditions havethe same meanings in this Certificate.

The Issuer, forvalue received, promises to pay to the holder of the Notes represented by thisCertificate upon presentation and (when no further payment is due in respect ofthe Note(s) represented by this Certificate) surrender of this Certificate onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount in respect ofthe Notes represented by this Certificate and (unless the Note(s) representedby this Certificate do not bear interest) to pay interest in respect of suchNotes from the Interest Commencement Date in arrear at the rates, in theamounts and on the dates for payment provided for in the Conditions togetherwith such other sums and additional amounts (if any) as may be payable underthe Conditions, in accordance with the Conditions.

For thepurposes of this Certificate, (a) the holder the Note(s) represented by thisCertificate is bound by the provisions of the Agency Agreement, (b) the Issuercertifies that the Registered Holder is, at the date hereof, entered in theRegister as the holder of the Note(s) represented by this Certificate, (c) thisCertificate is evidence of entitlement only, (d) title to the Note(s)represented by this Certificate passes only on due registration on theRegister, and (e) only the holder of the Note(s) represented by thisCertificate is entitled to payments in respect of the Note(s) represented bythis Certificate.

ThisCertificate shall not become valid for any purpose until authenticated by or onbehalf of the Registrar.

**IN WITNESS**whereof theIssuer has caused this Certificate to be signed on its behalf.

Dated as of theIssue Date.

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**

** **
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |

 

**Certificate of Authentication**

ThisCertificate is authenticatedwithout recourse, warranty or liabilityby or on behalf of the Registrar

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** **
| **DEUTSCHE BANK TRUST COMPANY AMERICAS** | ** **                               | ** ** |
|------------------------------------------|------------------------------------------|------------|
| as Registrar                             |                                     |       |
|                                     |                                     |       |
|                                     |                                     |       |
| By:                                      |                                     |       |
|                                     | Authorised Signatory                     |       |
|                                     | For the purposes  of authentication only |
|                                          |                                          |            |  |  |

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On the back:

**TERMS AND CONDITIONS OF THE NOTES**

The Terms andConditions that are set out in Schedule 6 to the Agency Agreement either(i) in the complete form or (ii) as amended by and incorporating any additionalprovisions forming part of such Terms and Conditions and set out in therelevant Final Terms will be set out here.

**Form of Transfer**

For valuereceived the undersigned transfers to                                                                                                                            

                                                                                                                                                                                                       

                                                                                                                                                                                                        

(PLEASE PRINTOR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[     ]nominal amount of the Notes represented by this Certificate, and all rightsunder them.
| Dated  |   |   |   |                  |
|--------|--------|--------|--------|-----------------------|
|   |   |   |   |                  |
| Signed |   |   |   | Certifying  Signature |

 

**Transfer Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

**Registrar and Transfer Agent**Deutsche Bank Trust Company Americas60 Wall StreetNew York, NY 10005

Notes:

The signature ofthe person effecting a transfer shall conform to a list of duly authorisedspecimen signatures supplied by the holder of the Note(s) represented by thisCertificate or (if such signature corresponds with the name as it appears onthe face of this Certificate) be certified by a notary public are a recognisedbank or be supported by such other evidence as a Transfer Agent or theRegistrar may reasonably require.

A representative of the Noteholder should the capacity in which hesigns.

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**FORM OF CERTIFICATE**

**PART B - ANZNBL CERTIFICATE**

On the front:

THE HOLDING OFTHIS CERTIFICATE FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED INCONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THEHOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

**ANZ NATIONAL BANK LIMITED**

**Euro Medium Term Note Programme**

**Series No. [****·****]**

**[Title of issue]**

ThisCertificate certifies that [·] of [·] (the “**RegisteredHolder**”) is, at the date hereof, registered as the holder of[nominal amount] of Notes of the Series of Notes referred to above (the “**Notes**”) of ANZ National Bank Limited (the “**Issuer**”), designated as specified in thetitle hereof.  The Notes are subject tothe Terms and Conditions (the “**Conditions**”)endorsed hereon.  Expressions defined inthe Conditions have the same meanings in this Certificate.

The Issuer, forvalue received, promises to pay to the holder of the Notes represented by thisCertificate upon presentation and (when no further payment is due in respect ofthe Note(s) represented by this Certificate) surrender of this Certificate onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount in respect ofthe Notes represented by this Certificate and (unless the Note(s) representedby this Certificate do not bear interest) to pay interest in respect of suchNotes from the Interest Commencement Date in arrear at the rates, in theamounts and on the dates for payment provided for in the Conditions togetherwith such other sums and additional amounts (if any) as may be payable underthe Conditions, in accordance with the Conditions.

For thepurposes of this Certificate, (a) the holder the Note(s) represented by thisCertificate is bound by the provisions of the Agency Agreement, (b) the Issuercertifies that the Registered Holder is, at the date hereof, entered in theRegister as the holder of the Note(s) represented by this Certificate, (c) thisCertificate is evidence of entitlement only, (d) title to the Note(s)represented by this Certificate passes only on due registration on the Register,and (e) only the holder of the Note(s) represented by this Certificate isentitled to payments in respect of the Note(s) represented by this Certificate.

This Certificate shall not become valid for any purpose untilauthenticated by or on behalf of the Registrar.

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**IN WITNESS**whereof theIssuer has caused this Certificate to be signed on its behalf.

Dated as of theIssue Date.

**ANZ NATIONAL BANK LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |   |
|   |   |
| By:    |   |   |

 

** **

**Certificate of Authentication**

ThisCertificate is authenticatedwithout recourse, warranty or liabilityby or on behalf of the Registrar

**DEUTSCHE BANK TRUST COMPANY AMERICAS**

as Registrar
| By:    |                                    |   |
|--------|-----------------------------------------|--------|
|   | Authorised Signatory                    |   |
|   | For the purposes of authentication only |   |
|        |                                         |        |  |

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On the back:

**TERMS AND CONDITIONS OF THE NOTES**

The Terms and Conditions that are set out in Schedule 6 to theAgency Agreement either (i) in the complete form or (ii) as amended by andincorporating any additional provisions forming part of such Terms andConditions and set out in the relevant Final Terms will be set out here.

**Form of Transfer**

For valuereceived the undersigned transfers to                                                                                                                            

                                                                                                                                                                                                       

                                                                                                                           

(PLEASE PRINTOR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[     ]nominal amount of the Notes represented by this Certificate, and all rightsunder them.
| Dated  |   |   |                  |
|--------|--------|--------|-----------------------|
|   |   |   |
| Signed |   |   | Certifying  Signature |

 

**Transfer Agent**

Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

**Registrar and Transfer Agent**Deutsche Bank Trust Company Americas60 Wall StreetNew York, NY 10005

Notes:

The signature of the person effecting a transfer shall conform to a listof duly authorised specimen signatures supplied by the holder of the Note(s)represented by this Certificate or (if such signature corresponds with the nameas it appears on the face of this Certificate) be certified by a notary publicare a recognised bank or be supported by such other evidence as a TransferAgent or the Registrar may reasonably require.

A representative of the Noteholder should the capacity in which hesigns.

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**FORM OF CERTIFICATE**

**PART C - ANZNIL CERTIFICATE**

On the front:

THE HOLDING OFTHIS CERTIFICATE FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED INCONDITION 8), OR FOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THEHOLDER THAT IT IS NOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

**ANZ NATIONAL (INT’L) LIMITED**

**Euro Medium Term Note Programme**

**Series No. [****·****]**

**[Title of issue]**

**Guaranteed by**

**ANZ NATIONAL BANK LIMITED**

ThisCertificate certifies that [·] of [·] (the “**RegisteredHolder**”) is, at the date hereof, registered as the holder of[nominal amount] of Notes of the Series of Notes referred to above (the “**Notes**”) of ANZ National (Int’l) Limited(the “**Issuer**”), designated asspecified in the title hereof and has the benefit of a guarantee of ANZNational Bank Limited (the “**Guarantor**”)contained in a deed of guarantee dated 3 October 2005.  The Notes are subject to the Terms andConditions (the “**Conditions**”)endorsed hereon.  Expressions defined inthe Conditions have the same meanings in this Certificate.

The Issuer, forvalue received, promises to pay to the holder of the Notes represented by thisCertificate upon presentation and (when no further payment is due in respect ofthe Note(s) represented by this Certificate) surrender of this Certificate onthe Maturity Date (or on such earlier date as the Redemption Amount may becomepayable in accordance with the Conditions) the Redemption Amount in respect ofthe Notes represented by this Certificate and (unless the Note(s) representedby this Certificate do not bear interest) to pay interest in respect of suchNotes from the Interest Commencement Date in arrear at the rates, in theamounts and on the dates for payment provided for in the Conditions togetherwith such other sums and additional amounts (if any) as may be payable underthe Conditions, in accordance with the Conditions.

For thepurposes of this Certificate, (a) the holder the Note(s) represented by thisCertificate is bound by the provisions of the Agency Agreement, (b) the Issuercertifies that the Registered Holder is, at the date hereof, entered in theRegister as the holder of the Note(s) represented by this Certificate, (c) thisCertificate is evidence of entitlement only, (d) title to the Note(s)represented by this Certificate passes only on due registration on theRegister, and (e) only the holder of the Note(s) represented by thisCertificate is entitled to payments in respect of the Note(s) represented bythis Certificate.

This Certificate shall not become valid for any purpose untilauthenticated by or on behalf of the Registrar.

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**IN WITNESS**whereof the Issuer has caused this Certificate to be signed on itsbehalf.

Dated as of the Issue Date.
| **ANZ NATIONAL (INT’L) LIMITED** |
|---------------------------------------|
| ** **                            | ** ** | ** ** |
| ** **                            | ** ** | ** ** |
| By:                                   |   |   |
|                                  |   |   |
|                                  |   |   |
| By:                                   |   |   |

 

**Certificate of Authentication**

ThisCertificate is authenticatedwithout recourse, warranty or liabilityby or on behalf of the Registrar
| **DEUTSCHE BANK TRUST COMPANY AMERICAS** |
|------------------------------------------|
| as Registrar                             |   |
|                                     |   |
|                                     |   |
| By:                                      |   |   |
|                                     | Authorised Signatory |   |
|                                     | For the purposes  of authentication only |

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On the back:

**TERMS AND CONDITIONS OF THE NOTES**

The Terms and Conditions that are set out in Schedule 6 to theAgency Agreement either (i) in the complete form or (ii) as amended by andincorporating any additional provisions forming part of such Terms andConditions and set out in the relevant Final Terms will be set out here.

**Form of Transfer**

For value received the undersigned transfers to                                                                                                                             

                                                                                                                                                                                                        

                                                                                                                                                                                                        

(PLEASE PRINTOR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

[     ] nominal amount of the Notes representedby this Certificate, and all rights under them.
| Dated  |   |   |   |                  |
|--------|--------|--------|--------|-----------------------|
|   |   |   |   |                  |
| Signed |   |   |   | Certifying  Signature |

 

**Transfer Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

**Registrar and Transfer Agent**Deutsche Bank Trust Company Americas60 Wall StreetNew York, NY 10005

Notes:

The signature of the person effecting a transfer shall conform to a listof duly authorised specimen signatures supplied by the holder of the Note(s)represented by this Certificate or (if such signature corresponds with the nameas it appears on the face of this Certificate) be certified by a notary publicare a recognised bank or be supported by such other evidence as a TransferAgent or the Registrar may reasonably require.

A representative of the Noteholder should the capacity in which hesigns.

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**SCHEDULE 6**

**TERMSAND CONDITIONS OF THE NOTES**

*Thefollowing is the text of the terms and conditions that, subject to completionand amendment and as supplemented or varied in accordance with the provisionsof the relevant Final Terms, shall be applicable to the Notes of each Series.Either (i) the full text of these conditions together with the applicableprovisions of the relevant Final Terms or (ii) these conditions as socompleted, amended, supplemented or varied (and subject to simplification bythe deletion of non-applicable provisions), shall be endorsed on all BearerNotes in definitive form or on the Certificates relating to Registered Notes indefinitive form.*

This Note is one of aSeries (as defined below) of Notes issued by either Australia and New ZealandBanking Group Limited (“**ANZBGL**”) or ANZNational Bank Limited (“**ANZNBL**”) or ANZNational (Int’l) Limited (“**ANZNIL**”),whether acting through its head office, or a branch, as specified in therelevant Final Terms. References herein to the “**Issuer**”shall be references to the party specified as “Issuer” in the Final Terms forthis Note, and references to “**Issuers**” shallbe to ANZBGL, ANZNBL and ANZNIL. References herein to “**Notes**”shall be references to the Notes of this Series.

The Notes are issued pursuantto an Amended and Restated Agency Agreement dated 25 September 2006 (as furtheramended and/or supplemented and/or restated as at the Issue Date of the Notes,the “**Agency Agreement**”) between the Issuers,ANZNBL as guarantor of the Notes issued by ANZNIL (the “**Guarantor**”),Deutsche Bank AG, London Branch as fiscal agent and the other agents named init and with the benefit of a Deed of Covenant dated 3 October 2005 (the “**Deed of Covenant**”) executed by the Issuers in relation tothe Notes. The fiscal agent, paying agents, the registrar, the transfer agentsand the calculation agent(s) for the time being (if any) are referred to belowrespectively as the “**Fiscal Agent**”,the “**Paying Agents**” (which expression shallinclude the Fiscal Agent), the “**Registrar**”, the“**Transfer Agents**” and the “**Calculation Agent(s)**”. The Guarantor has, for the benefit ofthe holders from time to time of the Notes issued by ANZNIL, executed anddelivered a Deed of Guarantee dated 3 October 2005 (as amended and/orsupplemented and/or restated from time to time, the “**Deed ofGuarantee**”) under which it has unconditionally and irrevocablyguaranteed the due and punctual payment of all amounts due by ANZNIL under orin respect of the Notes issued by ANZNIL as and when the same shall become dueand payable. Copies of the Agency Agreement, the Deed of Covenant and the Deedof Guarantee are available for inspection at the specified offices of each ofthe Paying Agents (if more than one), the Registrar and the Transfer Agents.

The Noteholders, theholders (the “**Couponholders**”) of the interestcoupons (the “**Coupons**”) appertaining to interestbearing Notes in bearer form and, where applicable in the case of such Notes,talons for further Coupons (the “**Talons**”) andthe holders (the “**Receiptholders**”)of the receipts for the payment of instalments of principal (the “**Receipts**”) relating to Notes in bearer form of which theprincipal is payable in instalments are bound by and are deemed to have noticeof all of the provisions of the Agency Agreement, the Deed of Covenant and theDeed of Guarantee applicable to them.

As used herein, “**Tranche**” means Notes which are identical in all respects(including as to listing) and “**Series**” means aTranche of Notes together with any further Tranche or Tranches of Notes whichare (i) expressed to be consolidated and form a single Series and (ii)identical in all respects (including as to listing) except for the respectiveIssue Dates, Interest Commencement Dates and/or Issue Prices.

The Final Terms for thisNote (or the relevant provisions thereof) is endorsed on this Note andsupplements these Conditions and may specify other terms and conditions whichshall, to the extent so specified or to the extent inconsistent with theseConditions, replace or modify these Conditions for the purposes of this Note.References herein to “**the Final Terms**”are to the Final Terms (or the relevant provisions thereof) endorsed on thisNote.

Words and expressionsdefined in the Agency Agreement or used in the Final Terms shall have the samemeanings where used in these Conditions unless the context otherwise requiresor unless otherwise stated and provided that, in the event of inconsistencybetween the Agency Agreement and the Final Terms, the Final Terms will prevail.

**1.****                         Form,Denomination and Title**

The Notes are issued inbearer form (“**Bearer Notes**”) or in registeredform (“**Registered Notes**”), in each case in theSpecified Currency and the Specified Denomination(s). All Registered Notesshall have the same Specified Denomination.

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This Note is a Fixed RateNote, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note,an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or aPartly Paid Note, a combination of any of the foregoing or any other relevanttype of Note, depending upon the Interest Basis or Redemption/Payment Basisshown in the Final Terms.

Bearer Notes are seriallynumbered and are issued with Coupons (and, where appropriate, a Talon)attached, save in the case of Zero Coupon Notes in which case references tointerest (other than in relation to interest due after the Maturity Date),Coupons and Talons in these Conditions are not applicable. Instalment Notes areissued with one or more Receipts attached.

Registered Notes arerepresented by registered certificates **(**“**Certificates**”**)**and, save as provided in Condition 2(c), each Certificateshall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notesand the Receipts, Coupons and Talons shall pass by delivery. Title to theRegistered Notes shall, subject to mandatory rules of law, pass by registrationin the register that the Issuer shall procure to be kept by the Registrar inaccordance with the provisions of the Agency Agreement (the “**Register**”**)**.****Exceptas ordered by a court of competent jurisdiction or as required by law, theholder (as defined below) of any Certificate, Note, Receipt, Coupon or Talonshall be deemed to be and may be treated as its absolute owner for allpurposes, whether or not it is overdue and regardless of any notice ofownership, trust or interest in it, any writing on it (or on the Certificaterepresenting it) or its theft or loss (or that of the related Certificate) andno person shall be liable for so treating the holder.

In these Conditions, “**Noteholder**”****means the bearer of any Bearer Note and the Receipts relatingto it or the person in whose name a Registered Note is registered (as the casemay be). “**Unsubordinated Noteholder**”****means the bearer of any UnsubordinatedBearer Note and the Receipts relating to it or the person in whose name anUnsubordinated Registered Note is registered (as the case may be), “**Subordinated Noteholder**” means the bearerof any Subordinated Bearer Note issued by ANZBGL, and the Receipts relating toit or the person in whose name a Subordinated Registered Note is registered (asthe case may be) and “**holder**”****(in relation to a Note, Receipt, Coupon orTalon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or theperson in whose name a Registered Note is registered (as the case may be).

**2.****                         Exchangeand Transfers of Notes**

*(a)**                  Exchange ofNotes*

Registered Notes may notbe exchanged for Bearer Notes and vice versa. Bearer Notes of one SpecifiedDenomination may not be exchanged for Bearer Notes of another SpecifiedDenomination.

*(b)**                  Transfer ofRegistered Notes*

Registered Notes may betransferred upon the surrender (at the specified office of the Registrar or anyTransfer Agent) of the Certificate representing such Registered Notes to betransferred, together with the form of transfer endorsed on such Certificateduly completed and executed and such other evidence as the Registrar orTransfer Agent may reasonably require. In the case of a transfer of part onlyof a holding of Registered Notes represented by one Certificate, a newCertificate shall be issued to the transferee in respect of the parttransferred and a further new Certificate in respect of the balance of theholding not transferred shall be issued to the transferor.

*(c)**                   Exercise ofOptions or Partial Redemption in Respect of Registered Notes*

In the case of anexercise of an Issuer’s or Noteholders’ option in respect of, or a partialredemption of, a holding of Registered Notes represented by a singleCertificate, a new Certificate shall be issued to the holder to reflect theexercise of such option or in respect of the balance of the holding notredeemed. In the case of a partial exercise of an option resulting inRegistered Notes of the same holding having different terms, separate Certificatesshall be issued in respect of those Notes of that holding that have the sameterms. New Certificates shall only be issued against surrender of the existingCertificates to the Registrar or any Transfer Agent. In the case of a transferof Registered Notes to a person who is already a holder of Registered Notes, anew Certificate representing the enlarged holding shall only be issued againstsurrender of the Certificate representing the existing holding.

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*(d)**                  Delivery of NewCertificates*

Each new Certificate tobe issued pursuant to Condition 2(*b*) or (*c*) shall be available for delivery five business days afterreceipt of the request for exchange, form of transfer or Exercise Notice orsurrender of the Certificate for exchange. Delivery of the new Certificate(s)shall be made at the specified office of the Transfer Agent or of the Registrar(as the case may be) to whom delivery or surrender of such request forexchange, form of transfer, Exercise Notice or Certificate shall have been madeor, at the option of the holder making such delivery or surrender as aforesaidand as specified in the relevant request for exchange, form of transfer,Exercise Notice or otherwise in writing, be mailed by uninsured post at therisk of the holder entitled to the new Certificate to such address as may be sospecified, unless such holder requests otherwise and pays in advance to therelevant Agent (as defined in the Agency Agreement) the costs of such othermethod of delivery and/or such insurance as it may specify. In this Condition 2(*d*),**“**business day**” means a day, other than a Saturday or Sunday,on which banks are open for business in the location of the specified office ofthe Registrar or the relevant Transfer Agent (as the case may be).

*(e)**                   Exchange Freeof Charge*

Exchange and transfer ofNotes and Certificates on registration, transfer, partial redemption orexercise of an option shall be effected without charge by or on behalf of theIssuer, the Registrar or the Transfer Agents, but upon payment of any tax, dutyor other governmental charges that may be imposed in relation to it (or thegiving of such indemnity as the Issuer, the Registrar or the relevant TransferAgent may require).

*(f)**                      ClosedPeriod*

No Noteholder may requirethe transfer of a Registered Note to be registered (i) during the period of 15days ending on the due date for redemption of, or payment of any InstalmentAmount in respect of, that Note, (ii) during the period of 15 days before anydate on which Notes may be called for redemption by the Issuer at its optionpursuant to Condition 6(*d*), (iii)after any such Note has been called for redemption or (iv) during the period ofseven days ending on (and including) any Record Date.

**3.****                         Statusand Guarantee**

The Notes may beUnsubordinated Notes or, where the Issuer is ANZBGL, Subordinated Notes asspecified in the applicable Final Terms.

*(a)**                  UnsubordinatedNotes*

The Unsubordinated Notesand the Receipts and Coupons relating to them constitute (subject to Condition 4**(*Negative Pledge*))**direct, unconditional and unsecuredobligations of the Issuer and (save for certain debts of the Issuer required tobe preferred by the law, including where the Issuer is ANZBGL, those in respectof the ANZBGL’s deposit liabilities in Australia required to be preferred byAustralian law) rank *pari passu*amongthemselves and equally with all other unsecured obligations (other thansubordinated obligations) of the Issuer. Section 13A of the Banking Act 1959 ofAustralia provides that if ANZBGL becomes unable to meet its obligations or suspendspayment, the assets of ANZBGL are to be available to meet ANZBGL’s depositliabilities in Australia in priority to all other liabilities of ANZBGL.

The Unsubordinated Notesrank senior to the Issuer’s subordinated obligations, including where the Issueris ANZBGL, the Subordinated Notes.

*(b)**                  SubordinatedNotes — ANZBGL*

The Subordinated Notesand the Receipts and Coupons relating to them may only be issued by ANZBGL, andwill constitute direct and unsecured subordinated obligations of ANZBGL. In theevent of the winding up of ANZBGL (see Condition 11 (*Subordination*))**andprior to the commencement of the winding up of ANZBGL (see below), theprincipal amount of, any premium or interest on, and any other payments,including additional amounts, in respect of the Subordinated Notes will besubordinated to the claims of all Unsubordinated Creditors.

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Prior to the commencementof the winding-up of ANZBGL (other than under or in connection with a scheme ofamalgamation or reconstruction not involving bankruptcy or insolvency):

(i)                       theobligations of ANZBGL to make payments of principal of, any premium or intereston, and any other payments, including additional amounts, in respect of theSubordinated Notes will be conditional on ANZBGL being Solvent at the time ofsuch payment by ANZBGL; and

(ii)                    no payment ofprincipal of, any premium or interest on, and any other payments, including additional amounts, in respect of theSubordinated Notes shall be made unless ANZBGL is Solvent immediatelyafter making such payment,

andif, as a result, ANZBGL fails to make any payment of principal of, or premiumor interest on, or any other payment, including additional amounts, inrespect of any Subordinated Note when due, such failure will not constitute anEvent of Default for the purposes of Condition 10(b)(ii).

A certificate signed byANZBGL, two authorised signatories or an auditor of ANZBGL or, if ANZBGL isbeing wound up, its liquidator as to whether ANZBGL is Solvent at any time is(in the absence of willful default, badfaith or manifest error) conclusive evidence of the information contained inthe certificate and will be bindingon the Subordinated Noteholders. In the absence of any such certificate, theSubordinated Noteholders are entitled to assume (unless the contrary is proved)that ANZBGL is Solvent at the time of, and will be Solvent immediately after,any payment on or in respect of the SubordinatedNotes.

“**Solvent**”****meansat any time in respect of ANZBGL:

(i)                       it is ableto pay all its debts as and when they become due and payable; and

(ii)                    its assets exceed its liabilities.

“**UnsubordinatedCreditors**” means all creditors of ANZBGL (including all depositorsof ANZBGL) other than:

(i)                       SubordinatedNoteholders;

(ii)                    creditorswhose claims against ANZBGL rank *pari passu* withthe claims of the Subordinated Noteholders, which creditors shall be deemed toinclude all creditors, present and future, to whom ANZBGL is indebted where theterms of such indebtedness:

(A)                 provide that suchindebtedness would become due and payable on a specified or determinable dateor at the end of a specified or determinable period, and that in the event ofthe winding up of ANZBGL the claims of those creditors against ANZBGL will be,or are expressed to be, subordinated in right of payment to the claims of alldepositors and other Unsubordinated Creditors of ANZBGL; and

(B)                   do not providethat in the event of the winding up of ANZBGL the claims of those creditorsagainst ANZBGL will rank, or are expressed to rank, ahead of the claims of anyother Unsubordinated Creditors of ANZBGL to whom ANZBGL is indebted; and

(iii)                 creditors whoseclaims against ANZBGL rank, or are expressed to rank, after the claims of theSubordinated Noteholders.

TheSubordinated Noteholders have no contractual right to set off any sum at anytime due and payable to them by ANZBGL under or in relation to theSubordinated Notes against amounts owing by the Subordinated Noteholders toANZBGL.

TheSubordinated Notes do not limit the amount of liabilities ranking senior to theSubordinated Notes which may be hereafter incurred or assumed by ANZBGL.

*(c)**                   Guarantee — byANZNBL (in respect of Notes issued by ANZNIL)*

Where the relevant Issueris ANZNIL, the Guarantor has in the Deed of Guarantee unconditionally andirrevocably guaranteed the due and punctual payment of all amounts due byANZNIL under or in respect of the Notes asand when the same shall become due and payable. This Guarantee of the Notesconstitutes (subject to Condition 4 (*NegativePledge*))**direct,unconditional and unsecured obligationsof the Guarantor which (save for certain debts of the Guarantor required to bepreferred by law) will at all times rank *pari passu*among themselves and equally with all otherunsecured obligations (other thansubordinated obligations) of the Guarantor. The Notes issued by ANZNBL andANZNIL are not guaranteed by ANZBGL.

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**4.****                         NegativePledge**

So long as anyUnsubordinated Notes of any Series of the Issuer remain outstanding, neitherthe Issuer nor, if applicable, the Guarantor shall create or permit to beoutstanding any mortgage, charge, pledge or other security interest upon thewhole or any part of the property, assets, present or future, of the Issuerand, if applicable, the Guarantor to secure:

(a)                    repayment ofany external indebtedness;

(b)                   any paymentunder any guarantee of any external indebtedness; or

(c)                    any paymentunder any indemnity or any other like obligation relating to any external indebtedness,

without in any such caseat the same time according to all Unsubordinated Notes of all Series of theIssuer (whether then outstanding or issued thereafter) the same security as isgranted to or is outstanding in respect of such external indebtedness or suchguarantee, indemnity or other like obligation, or such other security, as shallbe approved by an Extraordinary Resolution of the holders of UnsubordinatedNotes of the Issuer. For this purpose, “**external Indebtedness**”means any obligation for the repayment of money borrowed by the Issuer or, ifapplicable, the Guarantor or any other person (not being indebtedness incurredin the ordinary course of banking business):

(a)                    consisting ofor evidenced by bonds, notes, debentures or other securities which are capableof being listed, quoted, ordinarily dealt in or traded on any recognisedsecurities market; and

(b)                   (i)        which by its terms ispayable, or may be required to be paid, in or by reference to any currencyother than Australian dollars in the case where the Issuer is ANZBGL, or NewZealand dollars in the case where the Issuer is ANZNBL or ANZNIL; or

(ii)                     which by itsterms is payable, or may be required to be paid, in or by reference toAustralian dollars in the case where the Issuer is ANZBGL, or New Zealanddollars in the case where the Issuer is ANZNBL or ANZNIL, where it is intendedby the Issuer that more than 50 per cent. in aggregate principal amount of suchindebtedness is to be distributed initially outside Australia in the case wherethe Issuer is ANZBGL, or New Zealand in the case where the Issuer is ANZNBL orANZNIL;

but shall not includeindebtedness incurred in the ordinary course of carrying on the business ofcoordinating and arranging or participating in leveraged lease facilities or inconnection with the provision of or the participation in other similarfinancial accommodation by the Issuer or, if applicable, the Guarantor. Forthis purpose, “**leveraged lease facilities**” meansfinancial arrangements involving ownership of assets by a lessor, lessorpartnership or other entity (an “**owner**”) whichwill be leased or made available to the lessee or user, the acquisition ofwhich shall have been made with the assistance of a loan or loans on securitywhich will include the property or funds accruing to the owner in respect ofsuch property under the terms of the lease or agreement by which the assets aremade available to the lessee or user or on security which includes both suchproperty and such funds.

**5.****                         Interestand other Calculations**

*(a)**      Interest on Fixed Rate Notes*

Each Fixed Rate Notebears interest on its outstanding Nominal Amount from, and including, theInterest Commencement Date at the rate per annum (expressed as a percentage)equal to the Rate of Interest, such interest being payable in arrear on eachInterest Payment Date.

If a Fixed Coupon Amountor a Broken Amount is specified in the Final Terms, the amount of interestpayable on each Interest Payment Date will amount to the Fixed Coupon Amountor, if applicable, the Broken Amount so specified and in the case of the BrokenAmount will be payable on the particular Interest Payment Date(s) specified inthe Final Terms.

*(b)**      Interest on Floating Rate Notes and Index LinkedInterest Notes*

(i)                        *Interest Payment Dates:*Each Floating RateNote and Index Linked Interest Note bears interest on its outstanding NominalAmount from the Interest Commencement Date at the rate per annum (expressed asa percentage) equal to the Rate of Interest, such interest being payable inarrear on each Interest Payment Date. Such Interest Payment Date(s) is/areeither shown in the Final Terms as specified Interest Payment Dates or, if no InterestPayment Date(s) is/are

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specified in theFinal Terms, Interest Payment Date shall mean each date which falls the numberof months or other period shown in the Final Terms as the specified Interest Periodafter the preceding Interest Payment Date or, in the case of the first InterestPayment Date, after the Interest Commencement Date.

(ii)                     *Business Day Convention*: If any date referred to in theseConditions that is specified to be subject to adjustment in accordance with aBusiness Day Convention would otherwise fall on a day that is not a BusinessDay, then, if the Business Day Convention specified is:

(A)                the **Floating Rate Business Day Convention**, such date shall bepostponed to the next day that is a Business Day unless it would thereby fallinto the next calendar month, in which event (x) such date shall be broughtforward to the immediately preceding Business Day and (y) each subsequent suchdate shall be the last Business Day of the month in which such date would havefallen had it not been subject to adjustment;

(B)                  the **Following Business Day Convention**, such date shall bepostponed to the next day that is a Business Day;

(C)                  the **Modified Following Business Day Convention**, such date shallbe postponed to the next day that is a Business Day unless it would therebyfall into the next calendar month, in which event such date shall be broughtforward to the immediately preceding Business Day; or

(D)                 the **Preceding Business Day Convention**, such date shall bebrought forward to the immediately preceding Business Day.

(iii)                  *Rate of Interest for Floating Rate Notes*: The Rate ofInterest in respect of Floating Rate Notes, other than in the case of BBSWNotes or BKBM Notes (unless the relevant Final Terms specify otherwise),provisions in respect of which are set out in Condition 5(c) below, for eachInterest Accrual Period shall be determined in the manner specified in theFinal Terms and the provisions below relating to either ISDA Determination orScreen Rate Determination shall apply, depending upon which is specified in theFinal Terms.

(A)                *ISDA Determination for Floating Rate Notes*

Where ISDADetermination is specified in the Final Terms as the manner in which the Rateof Interest is to be determined, the Rate of Interest for each Interest AccrualPeriod shall be determined by the Calculation Agent as a rate equal to therelevant ISDA Rate. For the purposes of this subparagraph (A), “**ISDA Rate**” for an Interest Accrual Period means a rate equalto the Floating Rate that would be determined by the Calculation Agent under aSwap Transaction under the terms of an agreement incorporating the ISDADefinitions and under which:

(x)                      the FloatingRate Option is as specified in the Final Terms;

(y)                    the DesignatedMaturity is a period specified in the Final Terms; and

(z)                      the relevantReset Date is the first day of that Interest Accrual Period unless otherwisespecified in the Final Terms. For the purposes of this sub-paragraph (A), “**Floating Rate**”, “**Calculation Agent**”,“**Floating Rate Option**”, “**Designated Maturity**”, “**Reset Date**”,and “**Swap Transaction**” have the meaningsgiven to those terms in the ISDA Definitions.

(B)                  *Screen Rate/Reference Bank Determination for FloatingRate Notes*

(x)                      If ScreenRate Determination is specified in the Final Terms as the manner in which theRate of Interest is to be determined, the Rate of Interest for each InterestAccrual Period shall be (as determined by the Calculation Agent):

(I)                      the offeredquotation; or

(II)                  the arithmeticmean of the offered quotations,

for the ReferenceRate in each case appearing on the Relevant Screen Page at the Relevant Time onthe Interest Determination Date;

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(y)                    ifsub-paragraph (x)(I) applies and no Reference Rate appears on the RelevantScreen Page at the Relevant Time on the Interest Determination Date or ifsub-paragraph (x)(II) applies and fewer than two offered quotations appear onthe Relevant Screen Page at the Relevant Time on the Interest DeterminationDate, subject as provided below, the Rate of Interest shall be the arithmeticmean of the offered quotations that each of the Reference Banks is quoting (orsuch of them, being at least two, as are so quoting) to leading banks in theRelevant Financial Centre at the Relevant Time on the Interest DeterminationDate for deposits of the Specified Currency for a term equal to the relevantInterest Accrual Period, as determined by the Calculation Agent; and

(z)                      if paragraph(y) above applies and the Calculation Agent determines that fewer then twoReference Banks are so quoting the Reference Rate, subject as provided below,the Rate of Interest shall be the arithmetic mean of the rates per annum(expressed as a percentage), which the Calculation Agent determines to be thenearest equivalent to the Reference Rate, in respect of deposits of theSpecified Currency that at least two out of five leading banks selected by theCalculation Agent (after consultation with the Issuer) in the PrincipalFinancial Centre of the country of the Specified Currency, in each case asselected by the Calculation Agent (after consultation with the Issuer), arequoting at or about the Relevant Time for a period commencing on the EffectiveDate equivalent to the relevant Interest Accrual Period to leading bankscarrying on business in (i) Europe, or (ii) (if the Calculation Agentdetermines that fewer than two of such banks are so quoting to such leadingbanks in Europe) the Principal Financial Centre; except that, if fewer than twoof such banks are so quoting to such leading banks, the Rate of Interest shallbe the Rate of Interest determined on the previous Interest Determination Date(after readjustment for any difference between any Margin, Rate Multiplier orMaximum or Minimum Rate of Interest applicable to the preceding Interest AccrualPeriod and to the relevant Interest Accrual Period).

(iv)                 *Rate of Interest for Index Linked Interest Notes:*The Rate of Interest in respect of Index Linked Interest Notes for eachInterest Accrual Period shall be determined in the manner specified in theFinal Terms and interest will accrue by reference to an Index or Formula asspecified in the Final Terms.

*(c)**                   Rate ofInterest on BBSW Notes or BKBM Notes*

If a Note is specified tobe a BBSW Note or BKBM Note, the Rate of Interest for each Interest Accrual Period will be determined by the CalculationAgent at or about the Relevant Time on the Interest Determination Datein respect of such Interest Accrual Period in accordance with the following:

(i)                        the Rateof Interest shall be the stated average (expressed as an interest rate perannum and rounded up, if necessary, to, in the case of BBSW Notes, the fourthdecimal place and, in the case of BKBM Notes, the fifth decimal place) of themean buying and selling rates (for the purposes of this Condition 5*(c),*each such rate a “**quotation**”) of each BBSW Reference Bank or BKBM Reference Bank, as the case may be, (each asdefined below) excluding the highest and lowest quotations for bankbills having a tenor approximately equal to the relevant Interest Accrual Period as set forth on the display pagedesignated on page “BBSW” or “BKBM”, as the case may be on the Reuters screenservice (“**BBSW Reuters****Page**” or **“BKBM****Reuters****Page**”, asthe case may be) or such other information service as may replace the BBSWReuters Page or BKBM Reuters Page, as the case may be, for the purpose ofdisplaying Australian dollar bank bill rates or New Zealand dollar bank billrates, as the case may be, of leading financial institutions in Australia orNew Zealand, as the case may be, at or about the Relevant Time on the relevant Interest Determination Date in respect of suchInterest Accrual Period, converted by the Calculation Agent (by dividingsuch Interest Rate by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis;

(ii)                     if, at orabout the Relevant Time on any Interest Determination Date, the quotation ofonly two BBSW Reference Banks or BKBM Reference Banks, as the case may be, isavailable, or no such quotations are available, on the BBSW Reuters Page orBKBM Reuters Page, as the case may be, or if the BBSW Reuters Page or the BKBMReuters Page, as the case may be, is unavailable, the Calculation Agent shallat or about the Relevant Time on such Interest Determination Date request theprincipal office of each of the BBSW Reference Banks or BKBM Reference Banks,as

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the case may be, to provide the Calculation Agent with its quotation(expressed as an interest rate per annum) for the Australian dollar bankbills or New Zealand dollar bank bills, as the case may be, having a tenorapproximately equal to the relevant Interest Accrual Period. The Rate of Interest for such Interest Accrual Period shallbe the arithmetic mean (rounded up as aforesaid) of such quotationsexcluding the highest and lowest quotations, as determined by the Calculation Agent and converted by the Calculation Agent (bydividing such Rate of Interest by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis;

(iii)                  if, at or aboutthe Relevant Time on any Interest Determination Date only two or lessquotations are available under sub-paragraph (i) above, but at least three butfewer than all the BBSW Reference Banks orBKBM Reference Banks, as the case may be, provide the Calculation Agent withquotations as referred to in sub-paragraph (ii) above, the Rate of Interest forthe relevant Interest Accrual Period shallbe determined in accordance with sub-paragraph (ii) above, on the basis of the quotations of those BBSW ReferenceBanks or BKBM Reference Banks, as the case may be, providing suchquotations; and

(iv)                 if, at or aboutthe Relevant Time on any Interest Determination Date, the Rate of Interestcannot be determined by reference to any ofsub-paragraphs (i), (ii) and (iii) above, the Rate of Interest for the relevantInterest Accrual Period shall, subject as provided below, be the rate parannum, converted by the Calculation Agent(by dividing such Rate of Interest by 365 and then multiplying it by 360) intoa rate expressed on a 360-day basis, which the Calculation Agent determines tobe either (A) the arithmetic mean (rounded upwards as aforesaid) of the offeredrates (excluding the highest and lowest of such offered rates) whichleading financial institutions selected by the Calculation Agent (after consultation with the Issuer) are quoting at orabout the Relevant Time on such Interest Determination Date for bankbills for such Interest Accrual Period to the principal office of each of the BBSW Reference Banks or BKBM Reference Banks, as the case may be, or those ofthem (being at least three in number) to which such offered rates are, in theopinion of the Calculation Agent, being so quoted, or (B) in the event that theCalculation Agent can determine no such arithmetic mean, the arithmetic mean(rounded, upwards as aforesaid) of the offered rates (excluding the highest andlowest of such offered rates) which leading financial institutions selected bythe Calculation Agent (after consultation with the Issuer) are quoting on such date to leading financial institutions whichhave their head offices in Europe for bank bills for such Interest AccrualPeriod; provided that if the financial institutions selected as referred to in(B) above by the Calculation Agentare not quoting as mentioned above, the Rate of Interest for the relevantInterest Accrual Period shall be the Rate of Interest in effect for the lastpreceding Interest Accrual Period.

In relation to BBSW Notesor BKBM Notes, as the case may be,unless stated to the contrary on the facethereof, “**BBSW Reference Banks**” or “**BKBM Reference Banks**”, as the case may be, shall meanthe financial institutions appearing on the BBSW Reuters Page or BKBM ReutersPage, as the case may be, (or anyreplacement page thereof) at or about the Relevant Time on the relevant InterestDetermination Date provided that ifon such Interest Determination Date there are less than three financialinstitutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as thecase may be, for any replacement pagethereof) or the BBSW Reuters Page or BKBM Reuters Page, as the case maybe, is unavailable, the “BBSW Reference Banks” or “BKBM Reference Banks”, asthe case may be, shall be the financialinstitutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as thecase may be, (or any replacement page thereof) at or about the Relevant Time onthe last preceding date on which two or more financial institutions soappeared.

*(d)**                  Zero CouponNotes*

Where a Note, theInterest Basis of which is specified in the Final Terms to be Zero Coupon, isrepayable prior to the Maturity Date and is not paid when due, the amount dueand payable prior to the Maturity Dateshall be the Early Redemption Amount of such Note, unless otherwise specifiedin the Final Terms. As from the Maturity Date, the Rate of Interest for anyoverdue principal of such a Note shall be a rate per annum (expressed as apercentage) equal to the Amortisation Yield.

*(e)**                   Dual CurrencyNotes*

In the case of DualCurrency Notes, if the rate or amount of interest is to be determined byreference to a Rate of Exchange or a methodof calculating Rate of Exchange, the rate or amount of interest payable shall be determined in the manner specified inthe Final Terms.

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*(f)**                      Partly PaidNotes*

In the case of PartlyPaid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interestwill accrue as aforesaid on the paid-upNominal Amount of such Notes and otherwise as specified in the FinalTerms.

*(g)**                  Accrual ofInterest*

Interestshall cease to accrue on each Note on the due date for redemption unless, upondue presentation, payment is improperly withheld or refused, in whichevent interest shall continue to accrue (after, as well as before, judgment) atthe Rate of Interest in the manner provided in this Condition 5 to the Relevant Date.

*(h)**                  MarginMaximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts,Rate Multipliers and Rounding*

(i)                        If any Margin or Rate Multiplier is specified inthe Final Terms (either (x) generally, or (y) in relation to one or moreInterest Accrual Periods), an adjustment shall be made to all Rates ofInterest, in the case of (x), or the Rates of Interest for the specifiedInterest Accrual Periods, in the case of (y),calculated in accordance with (*b*) or (*c*) above by adding (if a positive number) or subtracting theabsolute value (if a negative number) of such Margin or multiplying such RateMultiplier, subject always to the next paragraph;

(ii)                     If any Maximum or Minimum Interest Rate, InstalmentAmount or Redemption Amount is specified in the Final Terms, then anyRate of Interest, Instalment Amount or Redemption Amount shall be subject tosuch maximum or minimum, as the case may be;

(iii)                  Subject to therequirements of applicable law, for the purposes of any calculations required pursuant to these Conditions (unless otherwisespecified), (x) all percentages resulting from such calculations shall be rounded, if necessary, tothe nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shallbe rounded to seven decimal places (with halves being rounded up) and (z) allcurrency amounts that fall due and payable shall be rounded to the nearest unitof such currency (with halves being rounded up), save in the case ofyen, which shall be rounded down to the nearest yen. For these purposes “**unit**” means, with respect to any currencyother than euro, the lowest amount of such currency that is available as legaltender in the country of such currency and, with respect to euro, means 0.01euro, as the case may be.

*(i)**                     Calculations*

The amount of interestpayable in respect of any Note for any period shall be calculated bymultiplying the product of the Rate of Interest and the outstanding NominalAmount of such Note by the Day CountFraction, unless an Interest Amount (or a formula for its calculation) isspecified in the Final Terms in respect of such period, in which casethe amount of interest payable in respect of such Note for such period shall equal such Interest Amount (or be calculated inaccordance with such formula). Where any Interest Period comprises two or moreInterest Accrual Periods, the amount of interest payable in respect ofsuch Interest Period shall be the sum of the amounts of interest payable inrespect of each of those Interest Accrual Periods.

*(j)**                      Determinationand Publication of Rate of Interest, Interest Amounts, Final Redemption Amountsand Instalment Amounts*

As soon as practicableafter the Relevant Time on each Interest Determination Date or such other time on such date as the Calculation Agent may berequired to calculate any rate or amount or Instalment Amount, obtain any quotation or make anydetermination or calculation, it shall determine such rate and calculatethe Interest Amounts in respect of each Specified Denomination of the Notes forthe relevant Interest Accrual Period, calculate the Final Redemption Amount,Early Redemption Amount, Optional RedemptionAmount or Instalment Amount, obtain such quotation or make such determinationor calculation, as the case may be, and cause the Rate of Interest and theInterest Amounts for each Interest Accrual Period and the relevant InterestPayment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount,Optional Redemption Amount or any Instalment Amount to be notified tothe Fiscal Agent, the Issuer, the Guarantor (if applicable), each of the PayingAgents, the Noteholders, the Registrar, any other Calculation Agent appointedin respect of the Notes that is to make afurther calculation upon receipt of such information and, if the Notes arelisted on a stock exchange (and/or admitted to listing, trading and/orquotation on any other listing authority, stock

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exchange and/or quotationsystem) and the rules of such listing authority, stock exchange and/or quotationsystem so require, such listing authority, stock exchange and/or quotationsystem as soon as possible after their determination but in no event later than(y) the commencement of the relevant Interest Accrual Period, if determinedprior to such time in the case of notification to such exchange of a Rate ofInterest and Interest Amount, or (z) in all other cases, the fourth BusinessDay after such determination. Where any Interest Payment Date or InterestAccrual Period is subject to adjustment pursuant to Condition 6(*b*)(ii), the Interest Amounts and theInterest Payment Date so published may subsequently be amended (or appropriatealternative arrangements made by way of adjustment) without notice in the eventof an extension or shortening of the Interest Accrual Period. If the Notesbecome due and payable under Condition 10 (*Eventsof Default*).**theaccrued interest and the Rate of Interest payable in respect of the Notes shallnevertheless continue to be calculated as previously in accordance with thisCondition but no publication of the Rate of Interest or the Interest Amount socalculated need be made. The determination of any rate or amount, the obtainingof each quotation and the making of each determination or calculation by theCalculation Agent(s) shall (in the absence of manifest error) be final andbinding upon all parties.

*(k)**                  Definitions*

In these Conditions,unless the context otherwise requires, the following defined terms shall havethe meanings set out below:

*“**Amortisation Yield**”*****hasthe meaning given in Condition 6*(c)*(B) unlessotherwise specified in the Final Terms.

*“**Amortised Face Amount**”*has the meaning given inCondition 6*(c)*(B) unless otherwise specified in theFinal Terms.

*“**APRA**”*****meansthe Australian Prudential Regulation Authority (or any successor organisation).

*“**BBSW Note**”*means a Floating RateNote denominated in Australian dollars.

*“**BKBM Note**”*means a Floating RateNote denominated in New Zealand dollars.

*“**Business Day**”*means:

(i)                        a day(other than a Saturday or Sunday) on which commercial banks and foreignexchange markets settle payments generally in London and, where ANZBGL is theIssuer, Sydney or, where ANZNBL or ANZNIL is the Issuer. Auckland andWellington; and

(ii)                     in the caseof:

(a)                    a SpecifiedCurrency other than euro, a day (other than a Saturday or Sunday) on whichcommercial banks and foreign exchange markets settle payments generally in thePrincipal Financial Centre for such Specified Currency; or

(b)                   in the case ofeuro, a TARGET Business Day; and

(iii)                  in the case ofone or more Additional Business Centres, a day (other than a Saturday or aSunday) on which commercial banks and foreign exchange markets settle paymentsin the Additional Business Centres or, if no currency is indicated, generallyin each of the Additional Business Centres,

unless otherwisespecified in the relevant Final Terms.

*“**Day Count Fraction**”*means, in relation tothe calculation of an amount of interest on any Note for any period of time(from and including the first day of such period to but excluding the last)(whether or not constituting an Interest Accrual Period, the *“**Calculation Period**”*):

(i)                        if *“**Actual/360**”*isspecified in the Final Terms, the actual number of days in the CalculationPeriod divided by 360.

(ii)                     if *“**Actual/365**”*isspecified in the Final Terms, the actual number of days in the CalculationPeriod divided by 365 (or, if any portion of that Calculation Period falls in aleap year, the sum of (A) the actual number of days in that portion of theCalculation Period falling in a leap year divided by 366 and (B) the actualnumber of days in that portion of the Calculation Period falling in a non-leapyear divided by 365);

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(iii)                  if “***Actual/365 (Fixed)***”**is specified in the Final Terms, theactual number of days in the Calculation Perioddivided by 365;

(iv)                 if “***Actual/Actual(ICMA)***”**is specified in the Final Terms:

(a)                    if the Calculation Period is equal to or shorterthan the Determination Period during which it falls, the number of days in the Calculation Period divided by theproduct of:

(x)                      thenumber of days in such Determination Period; and

(y)                    the number of Determination Periods normallyending in any year; and

(b)                   if theCalculation Period is longer than one Determination Period, the sum of:

(x)                      the numberof days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) thenumber of days in such Determination Periodand (2) the number of Determination Periods normally ending in any year; and

(y)                    the number of days in such Calculation Periodfalling in the next Determination Period divided by the product of (1)the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

where:

“***DeterminationPeriod***”**means theperiod from and including an Interest Payment Date in any year to butexcluding the next Interest Payment Date;

(v)                    if “***30/360***”**is specified in the Final Terms, thenumber of days in the Calculation Period divided by 360 (the number of days tobe calculated on the basis of a year of 360 days with 12 30-day months); and

(vi)                 if “***30E/360***”**or “***Eurobond Basis***”**is specified in the Final Terms, the number of days in the Calculation Period divided by 360 (the number ofdays to be calculated on the basis of a year of 360 days with 12 30-daymonths, without regard to the date of the first day or last day of the Calculation Period unless, in the case of thefinal Calculation Period, the date of final maturity is the last day of the month of February, in whichcase the month of February shall not be considered to be lengthened to a30-day month).

“***Early Redemption Amount***”**means, in relation to a Note other than aZero Coupon Note, its Nominal Amount unless otherwise specified in theFinal Terms or, in relation to a Zero Coupon Note, as specified in Condition 6*(c)*.

“***Effective Date***”**means, with respect to any Floating Rateto be determined on an Interest DeterminationDate, unless otherwise specified in the Final Terms, the first day of theInterest Accrual Period to which such Interest Determination Daterelates.

“***EURIBOR***”**means the Euro-Zone inter-bank offeredrate.

“***Euro-Zone***”**means the region comprised of MemberStates of the European Union that adopt the single currency in accordance with the Treaty establishing the EuropeanCommunity, as amended (the “***Treaty***”).

“***Event of Default***”**in respect of Unsubordinated Notes, hasthe meaning given in Condition 10*(a)*and, in respect of Subordinated Notes, has the meaning given inCondition 10*(b)*.

“***Exercise Notice***”**has the meaning given in Condition *6(e).*

“***Extraordinary Resolution***”**has the meaning given in Condition 12*(a).*

“***Final Redemption Amount***”**means, in relation to a Note, its NominalAmount unless otherwise specified in the Final Terms.

“***Interest Amount***”**means the amount of interest payable, andin the case of Fixed Rate Notes, means the Fixed Coupon Amount or BrokenAmount, as the case may be.

“***Interest Accrual Period***”**means the period beginning on (andincluding) the Interest CommencementDate and ending on (but excluding) the first Interest Period Date and eachsuccessive period beginning on (and including) an Interest Period Dateand ending on (but excluding) the next

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succeedingInterest Period Date, except that the final Interest Accrual Period ends on(but excludes) the Maturity Date or the date of any earlier redemptionof a Note in accordance with the Conditions.

“***Interest Commencement Date***”**means the Issue Date or such other dateas may be specified in the FinalTerms.

“***Interest Determination Date***”**means, with respect to a Rate of Interestand Interest Accrual Period, thedate specified as such in the Final Terms or, if none is so specifed, (i) thefirst day of such Interest AccrualPeriod if the Specified Currency is Sterling or if the Notes are BBSW Notes orBKBM Notes or (ii) except for BBSW Notes or BKBM Notes, the day fallingtwo Business Days for the Specified Currency prior to the first day of suchinterest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling twoTARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.

“***Interest Period***”**means the period beginning on (andincluding) the Interest Commencement Date andending on (but excluding) the first Interest Payment Date and each successiveperiod beginning on (and including)an Interest Payment Date and ending on (but excluding) the next succeedingInterest Payment Date, except thatthe final Interest Period ends on (but excludes) the Maturity Date or the dateof any earlier redemption of a Note in accordance with the Conditions.

“***Interest Period Date***”**means each Interest Payment Date unlessotherwise specified in the Final Terms.

“***ISDA Definitions***”means, unless otherwise specified in the Final Terms, the 2000 ISDA Definitionspublished by the International Swaps and Derivatives Associations, Inc.

“***Issue Date***”**means the date of issue of the Notes asspecified in the Final Terms;

“***LIBOR***”**means the London inter-bank offered rate;

“***Nominal Amount***”**in respect of a Note means the outstandingnominal amount of that Note.

“***Principal Financial Centre***”**means, in relation to a SpecifiedCurrency or any other currency, the principalfinancial centre of the country of that Specified Currency or other currency,which in the case of euro, is theEuro-Zone.

“***Rate of Interest***”**means the rate of interest payable fromtime to time in respect of this Note and that is either specified or calculatedin accordance with the provisions set out in the Final Terms.

“***Record Date***” has themeaning given in Condition 7*(b)(ii).*

“***Redemption Amount(s)***”**means the Final Redemption Amount, EarlyRedemption Amount, Optional RedemptionAmount, Maximum Redemption Amount or Minimum Redemption Amount, as the case may be.

“***Reference Banks***”**means (other than in relation to BBSWNotes or BKBM Notes, separate provisions for which are contained inCondition 5*(c)*) the institutionsspecified as such in the Final Terms or, if none,four major banks selected by the Calculation Agent in the interbank market (or,if appropriate, money, swap or over-the-counter index options market)that is most closely connected with the ReferenceRate specified in the Final Terms which, if the relevant Reference Rate isEURIBOR, shall be the Euro-Zone.

“***Relevant Date***” hasthe meaning given in Condition 8.

“***Relevant Financial Centre***”**means, with respect to any Floating Rateto be determined in accordance with ScreenRate Determination on an Interest Determination Date:

(i)                        (A) in thecase of BBSW Notes, Sydney (B) in the case of BKBM Notes, either Wellington orAuckland, New Zealand or (C) in either case such other financial centre as maybe specified in the Final Terms; and

(ii)                     in all other cases, the financial centre specifiedas such in the Final Terms or, if none is so specified, the Principal Financial Centre with which the relevantReference Rate is most closely connected (which, where the SpecifiedCurrency is euro, shall be the Euro-Zone) or, if none is so connected, London.

“***Relevant Time***”**with respect to any InterestDetermination Date, unless otherwise specified in the Final Terms, in the case of BBSW Notes is 10:10 a.m. Sydney time, incase of BKBM Notes is 10:45

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a.m.Wellington time, in the case of LIBOR is 11:00 a.m. London time and in the caseof EURIBOR is 11:00 a.m. Brusselstime.

“***Solvent***”with respect to ANZBGL has the meaninggiven in Condition *3(b).*

‘‘***SpecifiedCurrency***”******meansthe currency specified as such in the Final Terms or, if none is specified, the currency in which the Notes are denominated.

“***TARGETBusiness******Day***”******means a day on which the TARGET System is open.

“***TARGET System***”******means the Trans-European Automated Real-Time GrossSettlement Express Transfer System.

“***UnsubordinatedCreditors***”******hasthe meaning given in Condition *3(b).*

*(l)**                     CalculationAgent and Reference Banks*

TheIssuer and, if applicable, the Guarantor shall procure that there shall at alltimes be four Reference Banks (or such other number as may be required) withoffices in the Relevant Financial Centre and one or more Calculation Agents ifprovision is made for them in the Final Terms and for so long as any Note isoutstanding (as defined in the Agency Agreement). If any Reference Bank (actingthrough its relevant offices) isunable or unwilling to continue to act as a Reference Bank, then the Issuer or,failing which and if applicable, theGuarantor shall appoint another Reference Bank with an office in the RelevantFinancial Centre to act as such in its place. Where more than one CalculationAgent is appointed in respect of the Notes, references in these Conditions tothe Calculation Agent shall be construed as each Calculation Agent performingits respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if theCalculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate anyInterest Amount, Instalment Amount, Final Redemption Amount or Optional Redemption Amount or to comply with anyother requirement, the Issuer or, failing which and if applicable, theGuarantor shall appoint a leading bank or investment banking firmengaged in the interbank market (or, if appropriate, money, swap orover-the-counter index options market) thatis most closely connected with the calculation or determination to be made bythe Calculation Agent (acting through its principal London office or any otheroffice actively involved in suchmarket) to act as such in its place. The Calculation Agent may not resign itsduties without a successor havingbeen appointed as aforesaid.

*(m)**                Certificates to befinal*

All certificates,communications, opinions, determinations, calculations, quotations anddecisions given, expressed, made or obtainedfor the purposes of the provisions of this Condition 5 (*Interest and other Calculations*)**shall (in the absence of wilful default,bad faith or manifest error) be binding on the Issuer, the Guarantor (ifapplicable), the Calculation Agent, the Fiscal Agent, the other Paying Agents(if any), the Registrar and all Noteholders, Receiptholders and Couponholdersand (in the absence as aforesaid) noliability to the Issuer, the Noteholders, the Receiptholders or theCouponholders shall attach to the Calculation Agent in connection withthe exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

**6.**                         Redemption,Purchase and Options

*(a)**                  Redemption byInstalments and Final Redemption*

(i)                        Unlesspreviously redeemed, purchased and cancelled as provided in this Condition 6 (*Redemption Purchase and Options*) or unlessthe relevant Instalment Date (being one of the dates so specified in the Final Terms) is extended pursuant to anyIssuer’s or Noteholders’ option in accordance with Condition 6(*d*)**or6(*e*), each Note that provides forInstalment Dates and Instalment Amountsshall be partially redeemed on each Instalment Date at the related Instalment Amount specified in the Final Terms.The outstanding Nominal Amount of each such Note shall be reduced by theInstalment Amount (or, if such Instalment Amount is calculated by reference toa proportion of the Nominal Amount of such Note, such proportion) for allpurposes with effect from the related Instalment Date, unless payment ofthe Instalment Amount is improperly withheld or refused on presentation of therelated Receipt, in which case, such amount shall remain outstanding until theRelevant Date relating to such Instalment Amount.

(ii)                     Unless previously redeemed, purchased andcancelled as provided below or its maturity is extended pursuant to anyissuer’s or Noteholders’ option in accordance with Condition 6(*d*) or 6(*e*), each Note shall be finally redeemed onthe Maturity Date specified in the Final Terms at its

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Final RedemptionAmount or, in the case of a Note falling within paragraph (i) above, its finalInstalment Amount.

*(b)**                  Redemption fortaxation reasons*

If, as a result of anychange in or amendment to the laws or regulations of the jurisdiction ofincorporation of the Issuer and/or, where the Issuer is acting through itsbranch, the jurisdiction, country or territory in which the branch throughwhich the Issuer is acting as specified in the relevant Final Terms is locatedand/or, if applicable, the jurisdiction of incorporation of the Guarantor, orany political subdivision or any authority thereof or therein having power totax, or any change in the application or official interpretation of such lawsor regulations, which change or amendment becomes effective on or after theIssue Date shown on the face of any Note, the Issuer or, if applicable, theGuarantor (if the Guarantor was or is obliged to make a payment under theGuarantee) has or will become obliged to pay additional amounts as provided inCondition 8 (*Taxation*)*,*the Issuer may at its option, at anytime (if this Note is neither a Floating Rate Note nor an Index Linked InterestNote) or on any Interest Payment Date (in the case of Floating Rate Notes orIndex Linked Interest Notes), on giving not more than 60 nor less than 30 days’notice to the Noteholders (which notice shall be irrevocable) redeem all, butnot some only, of the Notes of the relevant Series at their Early RedemptionAmount together with interest accrued to the date fixed for redemption,provided that no such notice of redemption shall be given earlier than 90 daysprior to the earliest date on which the Issuer or, if applicable, the Guarantorwould be obliged to pay such additional amounts were a payment in respect ofthe Notes then due or (as the case may be) an obligation to make a paymentunder the Guarantee were then made. Prior to the publication of any notice ofredemption pursuant to this Condition 6(*b*),the Issuer shall deliver to the Fiscal Agent a certificate signed by twopersons each of whom is either a Director or a General Manager or of equivalentstatus of the Issuer stating that the Issuer is entitled to effect suchredemption and setting forth a statement of the facts showing that theconditions precedent to the right of the Issuer so to redeem have occurred.

*(c)**                   Early Redemption of Zero CouponNotes*

(A)                The EarlyRedemption Amount payable in respect of any Zero Coupon Note that does not bearinterest prior to the Maturity Date, the Early Redemption Amount of which isnot linked to an index and/or a formula, upon redemption of such Note pursuantto Condition 6(*b*), (*d*) or (*e*)or upon it becoming due and payable as provided in Condition 10 *(Events of Default),*shall be theAmortised Face Amount (calculated as provided below) of such Note unlessotherwise specified in the Final Terms.

(B)                  Subject to theprovisions of sub-paragraph (C) below, the “**AmortisedFace Amount**” of any such Note shall be the scheduled FinalRedemption Amount of such Note on the Maturity Date discounted to the date ofits early redemption at a rate per annum (expressed as a percentage) equal tothe “**Amortisation Yield**” (which,if none is set out in the Final Terms, shall be such rate as would produce anAmortised Face Amount equal to the Issue Price of the Notes if such Notes werediscounted back from the Maturity Date to the Issue Date) compounded annually.Where such calculation is to be made for a period of less than one year, itshall be made on the basis of the Day Count Fraction set out in the FinalTerms.

(C)                  If the EarlyRedemption Amount payable in respect of any such Note upon its redemptionpursuant to Condition 6(*b*), (*d*) or (*e*)or upon it becoming due and payable as provided in Condition 10 *(Events of Default)*is not paid when due,the Early Redemption Amount due and payable in respect of such Note shall bethe Amortised Face Amount of such Note as defined in sub-paragraph (B) above,except that such sub-paragraph shall have effect as though the referencetherein to the date on which the Note becomes due and payable were replaced bya reference to the Relevant Date. The calculation of the Amortised Face Amountin accordance with this sub-paragraph shall continue to be made (after, as wellas before, judgment) until the Relevant Date, unless the Relevant Date falls onor after the Maturity Date, in which case the amount due and payable shall bethe scheduled Final Redemption Amount of such Note on the Maturity Datetogether with any interest that may accrue in accordance with Condition 5(*d*).

Where suchcalculation is to be made for a period of less than one year, it shall be madeon the basis of the Day Count Fraction.

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*(d)**      Redemption at the Option ofthe Issuer and Exercise of Issuer’s Options*

If a**Call Option is included in the FinalTerms, the Issuer may, on giving not less than fifteen or more than 30 days’irrevocable notice (subject to such other notice period as may be specified inthe Final Terms under “Option Exercise Date”) to the Noteholders redeem, orexercise any Issuer’s option (as may be described in the Final Terms) inrelation to, all or, if so provided, some of the Notes on any OptionalRedemption Date. Any such redemption of Notes shall be at their OptionalRedemption Amount together with interest accrued to the date fixed forredemption. Any such redemption or exercise of the Issuer’s option shall justrelate to Notes of a Nominal Amount at least equal to the Minimum RedemptionAmount to be redeemed specified in the Final Terms and no greater than theMaximum Redemption Amount to be redeemed specified in the Final Terms.

All Notes in respect ofwhich any such notice is given shall be redeemed, or the Issuer’s option shallbe exercised, on the date specified in such notice in accordance with thisCondition.

In the case of a partialredemption or a partial exercise of an Issuer’s option, the notice toNoteholders shall also contain the certificate numbers of the Notes to beredeemed or in respect of which such option has been exercised, which shallhave been drawn in such place as may be fair and reasonable in thecircumstances, having regard to prevailing market practices and in such manneras it deems appropriate, subject to compliance with any applicable laws andstock exchange requirements. So long as the Notes are listed on the OfficialList of the UK Listing Authority and admitted to trading on the Gilt Edged andFixed Interest Market of the London Stock Exchange and/or admitted to listing,trading and/or quotation on any other listing authority, stock exchange and/orquotation system and the rules of the relevant listing authority, stockexchange and/or quotation system so require, the Issuer shall, once in eachyear in which there has been a partial redemption of the Notes, cause to bepublished in a leading newspaper of general circulation in London (which isexpected to be the *Financial Times*)or as specified by such other listing authority, stock exchange and/orquotation system, a notice specifying the aggregate principal amount of Notesoutstanding and a list of the Notes drawn for redemption but not surrendered.

*(e)**                   Redemption atthe Option of Noteholders and Exercise of Noteholders’ Options*

If Put Option isspecified in the Final Terms, the Issuer shall, at the option of the holder ofsuch Note, upon the holder of such Note giving not less than 15 nor more than30 days’ notice to the Issuer (subject to such other notice period as may bespecified in the Final Terms, under “Option Exercise Date”), redeem such Noteon the Optional Redemption Date(s) so provided at its Optional RedemptionAmount together with interest accrued to the date fixed for redemption.

To exercise such optionor any other Noteholders’ option that may be set out in the Final Terms theholder must deposit (in the case of Bearer Notes) such Note (together with allunmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or(in the case of Registered Notes) the Certificate representing such Note(s)with the Registrar or any Transfer Agent at its specified office, together witha duly completed option exercise notice (“**ExerciseNotice**”) in the form obtainable from any Paying Agent, the Registraror any Transfer Agent (as applicable) within the notice period. No Note orCertificate so deposited and option exercised may be withdrawn (except asprovided in the Agency Agreement) without the prior consent of the Issuer,except that such Note or Certificate will be returned to the relevantNoteholder by the Paying Agent, the Registrar or Transfer Agent with which ithas been deposited if, prior to the due date for its redemption or the exerciseof the option, the Note becomes immediately due and payable or if upon due presentationpayment of the redemption moneys is not made or exercise of the option isdenied.

*(f)**                      Partly PaidNotes*

Partly Paid Notes will beredeemed, whether at maturity, early redemption or otherwise, in accordancewith the provisions of this Condition and the provisions specified in the FinalTerms.

*(g)**                  Purchases*

Where ANZBGL is theIssuer of this Note, ANZBGL is taken to represent as at the date of issue ofthis Note, that it does not know, or have any reasonable grounds to suspect,that this Note or any interest in this Note is being or will later be, acquiredeither directly or indirectly by an Offshore Associate of ANZBGL (acting otherthan in the capacity of a dealer, manager or underwriter in relation to theplacement of this Note or a clearing house, custodian, funds manager orresponsible entity of a registered scheme within the meaning of the *Corporations Act 2001*of Australia).

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“**Offshore Associate**” means an associate (asdefined in section 128F of the Income Tax Assessment Act 1938 (the “**Australian Tax Act**”, which term includesany successor legislation)) of ANZBGL that is either a non-resident of theCommonwealth of Australia which does not acquire the Notes in carrying on abusiness at or through a permanent establishment in Australia or, alternatively,a resident of Australia that acquires the Notes in carrying on business at orthrough a permanent establishment outside of Australia.

The Issuer, the Guarantorand any of their respective subsidiaries may, to the extent permitted byapplicable laws and regulations, at any time purchase Notes (provided that allunmatured Receipts and Coupons and unexchanged Talons relating thereto areattached thereto or surrendered therewith) in the open market or otherwise atany price.

Notes purchased by theIssuer, the Guarantor or any of their respective subsidiaries may besurrendered by the purchaser through the Issuer to the Fiscal Agent or anyPaying Agent for cancellation or may at the option of the Issuer, the Guarantoror the relevant subsidiary be held or resold.

*(h)**                  Cancellation*

All Notes redeemed by theIssuer or surrendered by the purchaser through the Issuer for cancellationpursuant to Condition 6*(e)*shallbe surrendered for cancellation, in the case of Bearer Notes, by surrenderingeach such Note together with all unmatured Receipts and Coupons and allunexchanged Talons to, or to the order of, the Fiscal Agent and, in the case ofRegistered Notes, by surrendering the Certificate representing such Notes tothe Registrar and, in each case, if so surrendered, shall, together with allNotes redeemed by the Issuer, be cancelled forthwith (together with allunmatured Receipts and Coupons and unexchanged Talons attached thereto orsurrendered therewith). Any Notes so surrendered for cancellation may not be reissuedor resold and the obligations of the Issuer in respect of any such Notes shallbe discharged.

*(i)**                     Consent ofAPRA*

Notwithstanding anythingto the contrary in this Condition 6 (*Redemption,Purchase and Options),*unless otherwise specified or determined byAPRA, where ANZBGL is the Issuer, ANZBGL may not redeem any Subordinated Notesunder paragraphs (*b*), (*c*), (*d*)*,*or (*e*)above or prior to the Maturity Date under paragraphs (*a*) or (*f*)above or purchase any Subordinated Notes under paragraph (*g*) above without the prior approval ofAPRA.

**7.**        Payments and Talons

*(a)**                  Bearer Notes*

Payments of principal andinterest in respect of Bearer Notes shall, subject as mentioned below, be madeagainst presentation and surrender of the relevant Receipts (in the case of paymentsof Instalment Amounts other than on the due date for redemption and providedthat the Receipt is presented for payment together with its relative Note).Notes (in the case of all other payments of principal and, in the case ofinterest, as specified in Condition 7(*f*)(vi))or Coupons (in the case of interest, save as specified in Conditions 7(*f)*(ii) and (vi)), as the case may be, atthe specified office of any Paying Agent outside the United States by a chequepayable in the currency in which such payment is due drawn on, or. at theoption of the holder, by transfer to an account denominated in that currencywith, a bank in the Principal Financial Centre for that currency; provided,however, that:

(i)                        paymentsin a Specified Currency other than euro will be made by transfer to an accountin the relevant Specified Currency (which, in the case of Japanese Yen, shallbe a non-resident account) maintained by the payee with, or by a cheque in suchSpecified Currency drawn on, a bank in the Principal Financial Centre of thecountry of such Specified Currency (which (a) if the Specified Currency is NewZealand dollars shall be Wellington and Auckland; provided that where theLondon branch of ANZNIL is the Issuer (as specified in the Final Terms relatingto the Notes) such account and bank shall be located outside of New Zealand,and (b) if the Specified Currency is Australian dollars, shall be Sydney); and

(ii)                     payments ineuro will be made by credit or transfer to a euro account (or any other accountto which euro may be credited or transferred) specified by the payee or, at theoption of the payee, by a euro cheque; provided that where the London branch ofANZMIL is the Issuer (as specified in

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the Final Termsrelating to the Notes) such euro account or bank on which such euro cheque isdrawn shall be located outside of New Zealand.

*(b)**                  Registered Notes*

(i)                        Paymentsof principal (which for the purposes of this Condition 7(*b*) shall include final Instalment Amountsbut not other Instalment Amounts) in respect of Registered Notes shall be madeagainst presentation and surrender of the relevant Certificates at thespecified office of any of the Transfer Agents or of the Registrar in themanner provided in sub-paragraph (ii) below.

(ii)                     Interest(which for the purpose of this Condition 7(*b*)shall include all Instalment Amounts other than final Instalment Amounts) onRegistered Notes shall be paid to the person shown on the Register at the closeof business on the fifteenth day before the due date for payment thereof (the **“Record Date”**). Payments of interest in respect of eachRegistered Note shall be made in the relevant Specified Currency by chequedrawn on a bank in the Principal Financial Centre of the country of suchSpecified Currency (which (a) if the Specified Currency is New Zealand dollarsshall be Wellington and Auckland; provided that where the London branch ofANZNIL is the Issuer (as specified in the Final Terms relating to the Notes)such account and bank shall be located outside of New Zealand, and (b) if theSpecified Currency is Australian dollars, shall be Sydney), and mailed to theholder (or the first named of joint holders) of such Note at its addressappearing in the Register. Upon application by the holder to the specifiedoffice of the Registrar or any Transfer Agent before the Record Date andsubject as provided in paragraph 7(*a*)above, such payment of interest may be made by transfer to an account in theSpecified Currency maintained by the payee with a bank in the PrincipalFinancial Centre of the country of such Specified Currency (which (a) if theSpecified Currency is New Zealand dollars shall be Wellington and Auckland;provided that where the London branch of ANZNIL is the Issuer (as specified inthe Final Terms relating to the Notes) such account and bank shall be locatedoutside of New Zealand, and (b) if the Specified Currency is Australiandollars, shall be Sydney); provided, however, that in the case of euro, thetransfer may be to, or the cheque drawn on, a euro account with a bank in theEuropean Union.

*(c)**                   Payments in theUnited States*

Notwithstanding theforegoing, if any Bearer Notes are denominated in U.S. dollars, payments inrespect thereof may be made at the specified office of any Paying Agent in NewYork City in the same manner as aforesaid if (i) the Issuer shall haveappointed Paying Agents with specified offices outside the United States withthe reasonable expectation that such Paying Agents would be able to makepayment of the amounts on the Notes in the manner provided above when due, (ii)payment in full of such amounts at all such offices is illegal or effectivelyprecluded by exchange controls or other similar restrictions on payment orreceipt of such amounts and (iii) such payment is then permitted by UnitedStates law, without involving, in the opinion of the Issuer, any adverse taxconsequence to the Issuer.

*(d)**                  Payments subjectto Fiscal Laws*

All payments are subjectin all cases to any applicable fiscal or other laws, regulations anddirectives, but without prejudice to the provisions of Condition 8 (*Taxation).*No commission or expenses shallbe charged to the Noteholders or Couponholders in respect of such payments.

*(e)**                   Appointment ofAgents*

The Fiscal Agent, theother Paying Agents (if any), the Registrar, the Transfer Agents and theCalculation Agent initially appointed by the Issuer and the Guarantor and theirrespective specified offices are listed below. The Fiscal Agent, the otherPaying Agents (if any), the Registrar, Transfer Agents and the Calculation Agentact solely as agents of the Issuer and, if applicable, the Guarantor and do notassume any obligation or relationship of agency or trust for or with anyNoteholder or Couponholder. The Issuer and, if applicable, the Guarantorreserves the right at any time to vary or terminate the appointment of theFiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or theCalculation Agent and to appoint additional or other Paying Agents or TransferAgents, provided that the Issuer and, if applicable, the Guarantor shall at alltimes maintain (i) a Fiscal Agent, (ii) a Registrar in relation to RegisteredNotes, (iii) a Transfer Agent in relation to Registered Notes (including aTransfer Agent having its specified office in London so long as any RegisteredNotes are listed on the Official List of the UK Listing Authority and admittedto trading on the London Stock

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Exchange), (iv) one ormore Calculation Agent(s) where the Conditions so**require, (v) Paying Agents having specified offices in atleast two major European cities (including London so long as the Notes arelisted on the Official List of the UK Listing Authority and admitted to tradingon the London Stock Exchange), (vi) such other agents as may be required by therules of any other listing authority, stock exchange and/or quotation system onwhich the Notes may be admitted to listing, trading and/or quotation and (vii)a Paying Agent in an EU Member State thatwill****not be obliged towithhold or deduct tax pursuant to European Council Directive 2003/48/EC or anyother Directive Implementing the conclusions of the ECOFIN Council meeting of26-27 November 2000 or any law implementing or complying with, or introduced inorder to conform to, such Directive, provided that there is an EU Member Statein which no such obligation is imposed.

In addition, the Issuerand, if applicable, the Guarantor shall****forthwith appoint a Paying Agent inNew York City in respect of any Bearer Notes denominated in U.S. dollars in thecircumstances described in Condition 7(*c*).

Notice of any such changeor any change of any specified office shall promptly be given to theNoteholders in accordance with Condition 15 (*Notices*).

*(f)**                      UnmaturedCoupons and Receipts and unexchanged Talons*

(i)                        In thecase of Fixed Rate Notes, and unless the Final Terms provides that the relativeCoupons are to become void upon the due date for redemption of those Notes,Bearer Notes should be surrendered for payment together with all unmaturedCoupons (if any) appertaining thereto, failing which an amount equal to theface value of each missing unmatured Coupon (or, in the case of payment notbeing made in full, that proportion of the amount of such missing unmaturedCoupon which the sum of principal so paid bears to the total principal due)will be deducted from the Final Redemption Amount, Early Redemption Amount orOptional Redemption Amount, as the case may be, due for payment. Any amount sodeducted will be paid in the manner mentioned above against surrender of suchmissing Coupon within a period of 10 years from the Relevant Date for thepayment of such principal (whether or not such Coupon has become void pursuantto Condition 9 (*Prescription)).*

(ii)                     In the caseof Floating Rate Notes, unless the Final Terms provides otherwise, upon the duedate for redemption of any Bearer Note, unmatured Coupons relating to such Note(whether or not attached) shall become void and no payment shall be made inrespect of them.

(iii)                  Upon the duedate for redemption of any Bearer Note, any Talon relating to such Note(whether or not attached) shall become void and no Coupon shall be delivered inrespect of such Talon.

(iv)                 Upon the due datefor redemption of any Bearer Note which is redeemable in instalments, allReceipts relating to such Note having an Instalment Date falling on or aftersuch due date (whether or not attached) shall become void and no payment shallbe made in respect of them.

(v)                    Where anyBearer Note which provides that the relative Coupons are to become void uponthe due date for redemption of those Notes is presented for redemption withoutall unmatured Coupons and any unexchanged Talon relating to it, and where anyBearer Note is presented for redemption without any unexchanged Talon relatingto it, redemption shall be made only against the provisions of such indemnityas the Issuer may require.

(vi)                 If the due datefor redemption of any Notes is not a due date for payment of interest, interestaccrued from the preceding due date for payment of interest or the InterestCommencement Date, as the case may be, shall only be payable againstpresentation (and surrender if appropriate) of the relevant Note or Certificaterepresenting it, as the case may be, interest accrued on a Note which onlybears interest after its Maturity Date shall be payable on redemption of suchNote against presentation of the relevant Note or Certificate representing it,as the case may be.

*(g)**                  Talons*

On or after the InterestPayment Date for the final Coupon forming part of a Coupon sheet issued inrespect of any Bearer Note, the Talon forming part of such Coupon sheet may besurrendered at the specified office of the Fiscal Agent in exchange for afurther Coupon sheet (and if necessary another Talon for a further Couponsheet) (but excluding any Coupons that may have become void pursuant toCondition 9 (*Prescription*))*.*

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*(h)**                  Non-BusinessDays*

If any date for paymentin respect of any Note, Receipt or Coupon is not a**Payment Business Day, the holder shall not be entitled topayment until the next following Payment Business Day nor to any interest orother sum in respect of such postponed payment. In this paragraph, “**Payment Business****Day**”****means a day(other than a Saturday or a Sunday) on which:

(i)                        commercialbanks and foreign exchange markets settle payments generally in such jurisdictionsas shall be specified as “**AdditionalFinancial Centres**”****inthe Final Terms, in Sydney where ANZBGL is the issuer, in London, Auckland andWellington where ANZNIL is the Issuer and in Auckland and Wellington whereANZNBL is the Issuer and, where relevant, in the relevant place ofpresentation; and

(ii)                     (in the caseof a payment in a currency other than euro or Australian dollars where ANZBGLis the Issuer, or New Zealand dollars where ANZNBL or, as the case may be,ANZBGL is the Issuer, where payment is to be made by transfer in the relevantcurrency to an account maintained with **a**bank)foreign exchange transactions may be carried on in the relevant currency in thePrincipal Financial Centre of the country of such currency; or

(iii)                  (in the case ofa payment in euro) banks are open for business and carrying out transactions ineuro in the jurisdiction in which the account specified by the payee is locatedand a day on which the TARGET System is open.

*(i)**                     Euro andRedenomination*

References to euro are tothe currency introduced at the start of the third stage of European economicand monetary union pursuant to Article 123 of the Treaty.

Unless otherwisespecified in the Final Terms, Notes denominated in the currency of a MemberState that does not participate in the third stage of European economic andmonetary union prior to the Issue Date of the relevant Notes may, at theelection of the Issuer, be subject to redenomination in the manner set outbelow. In relation to such Notes the Issuer may, without the consent of theNoteholders or Couponholders, on giving at least 30 days’ prior notice toNoteholders, the Fiscal Agent and each of the Paying Agents and TransferAgents, designate a “**Redenomination Date**”for the Notes, being a date for payment of interest under the Notes falling onor after the date on which the relevant Member State commences participation insuch third stage.

With effect from theRedenomination Date, notwithstanding the other provisions of the Conditions:

(i)                        the Notesshall (unless already so provided by mandatory provisions of applicable law) bedeemed to be redenominated in euro in the denomination of euro 0.01 with aprincipal amount for each Note equal to the principal amount of that Note inthe Relevant Currency, converted into euro at the rate for conversion of theRelevant Currency into euro established by the Council of the European Unionpursuant to the Treaty (including compliance with rules relating to rounding inaccordance with European Community regulations) provided that, if the Issuerdetermines that the then market practice in respect of the redenomination intoeuro 0.01 of internationally offered securities is different from theprovisions specified above, such provisions shall be deemed to be amended so asto comply with such market practice and the Issuer shall promptly notify theNoteholders, any listing authority, stock exchange and/or quotation system onwhich the Notes may be listed, the Fiscal Agent and each of the Paying Agentsand Transfer Agents of such deemed amendment;

(ii)                     if definitiveNotes are required to be issued, they shall be issued at the expense of theIssuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000and such other denominations as the Fiscal Agent shall determine end notify toNoteholders;

(iii)                  if definitiveNotes have been issued, all unmatured Receipts and Coupons denominated in theRelevant Currency (whether or not attached to the Notes) will become void witheffect from the date on which the Issuer gives the notice (the **“Exchange Notice**”)****that replacement euro-denominated Notes,Receipts and Coupons are available for exchange (provided that such securitiesare so available) and no payments will be made in respect of them. The paymentobligations contained in any Notes so issued will also become void on that datealthough those Notes will continue to constitute valid exchange obligations ofthe Issuer. New certificates in respect of euro-denominated Notes. Receipts andCoupons will be issued in exchange for Notes. Receipts and Coupons denominatedin the Relevant Currency in such manner as the Fiscal Agent may specify and asshall be specified to Noteholders in the Exchange Notice;

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(iv)                 all payments in respect of the Notes (other than,unless the Redenomination Date is on or after such date as the RelevantCurrency ceases to be a sub-division of the euro, payments of interest inrespect of periods commencing before the Redenomination Date) will be madesolely in euro. Such payments will be made in euro by credit or transfer to aeuro account for any other account to whicheuro may be credited or transferred) specified by the payee or by cheque; and

(v)                    the amount of interest in respect of Notes will becalculated by reference to the aggregate principal amount of Notespresented (or, as the case may be, in respect of which Receipts or Coupons arepresented) for payment by the relevant holder and the amount of such paymentshall be rounded down to the nearest euro 0.01.

In connection with suchredenomination, the Issuer may, after consultation with the Fiscal Agent, makesuch other changes to the Conditions applicable to the relevant Notes as it maydecide so as to conform them to the thenmarket practice in respect of euro-denominated debt securities issued in the euromarkets which are held in internationalclearing systems. Any such changes will not take effect until the nextfollowing Interest Payment Date after they have been notified to theNoteholders in accordance with Condition 15(*Notices*).

**8.****                         Taxation**

*(a)**                  Withholding tax*

Subjectas provided below, all payments of principal and interest in respect of theNotes, the Receipts and the Coupons by or on behalf of the Issuer or, ifapplicable, the Guarantor shall be made free and clear of, and withoutwithholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied,collected, withheld or assessed by or within the jurisdiction ofincorporation of the Issuer and/or, where the Issuer is acting through itsbranch, the jurisdiction, country or territory in which the branch throughwhich the Issuer is acting as specified in therelevant Final Terms is located or, if applicable, the jurisdiction ofincorporation of the Guarantor or by any authority therein or thereof havingpower to tax (together, “**Taxes**”), unlesssuch withholding or deduction is required by law. In that event, the Issuer or(as the case may be) the Guarantor shall pay such additional amounts tothe Noteholders, Couponholders and Receiptholders as shall result in receipt by those Noteholders, Couponholders andReceiptholders of such amounts as would have been received by them had no such withholding ordeduction been required, except that no such additional amounts shall bepayable with respect to any Note, Receipt or Coupon:

(i)                        presentedfor payment by or on behalf of a holder which is liable to such Taxes, duties, assessments or governmental charges in respect ofsuch Note, Receipt or**Coupon byreason of its having some connection with the jurisdiction of incorporationof the Issuer or, where the Issuer is acting through its branch, thejurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the Final Terms or,if applicable, the jurisdiction ofincorporation of the Guarantor is located, other than the mere holding of suchNote, Receipt or Coupon or the receipt of the relevant payment inrespect thereof; or

(ii)                     where ANZBGL is the Issuer, presented for paymentby or on behalf of a holder who is an Australian resident or anon-resident who is engaged in carrying on business in Australia at or througha permanent establishment of that non-resident in Australia, if that person hasnot supplied an appropriate tax file number, Australian business number orother exemption details; or

(iii)                  presented (or inrespect of which the Certificate representing it is presented) for payment morethan 30 days after the Relevant Date exceptto the extent that the holder of it would have been entitled to suchadditional amounts on presenting it for payment on the thirtieth such day; or

(iv)                 in respect ofwhich the holder thereof is an Offshore Associate (as defined in Condition6(g)) of ANZBGL, (acting other than in the capacity of a clearing house, payingagent, custodian, funds manager or responsible entity of a registered schemewithin the meaning of the *Corporations Act2001*of Australia), where ANZBGL is the Issuer; or

(v)                    in respect ofwhich the Taxes have been imposed or levied as a result of the holder of suchNote. Receipt or Coupon being party to orparticipating in a scheme to avoid such Taxes, being a scheme whichANZBGL, where ANZBGL is the Issuer, was neither a party to nor participated in;or

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(vi)                 in respect ofBearer Notes only, if the holder of such Note, Receipt or Coupon or any entitywhich directly or indirectly has aninterest in or right in respect of such Note, Receipt or Coupon is a****resident of Australia, or anon-resident who is engaged in carrying on business in Australia at or through a permanent establishment of thatnon-resident in Australia (the expressions “**resident****of Australia**”, “**non-resident**”****and “**permanentestablishment**”****havingthe meanings given to them by theAustralian Tax Act (as defined in Condition 6(g)) if, and to the extent that,Section 126 of the Australian Tax Act (or any equivalent provisions) requiresANZBGL, where ANZBGL is the Issuer, to pay income tax in respect of interestpayable on such Note, Receipt or Coupon and the income tax would not be payablewere the holder or such entity not such a resident of Australia or non-resident; or

(vii)              presented forpayment where such withholding or deduction is imposed on a payment to anindividual and is required to be made pursuant to European Council Directive2003/48/EC or any other Directiveimplementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000on the taxation of savings income or any law implementing or complying with, orintroduced in order to conform to, such Directive; or

(viii)           presented for paymentby, or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting therelevant Note, Receipt or Coupon to another Paying Agent in a MemberState of the European Union; or

(ix)                   where suchwithholding or deduction is for or on account of New Zealand residentwithholding tax, where either ANZNBL orANZNIL is the Issuer or ANZNBL is the Guarantor; or

(x)                      presented for payment by, or a third party on behalf of, aholder if such withholding or deduction may be avoided by complying withany statutory requirement or by making a declaration of non-residence or othersimilar claim for exemption to any authority of or in New Zealand, unless the holder proves that he is not entitled so tocomply or to make such declaration or claim, where either ANZNBL or ANZNIL isthe Issuer or ANZNBL is the Guarantor; or

(xi)                   presented to,or to a third party on behalf of, a holder that is a partnership, or a holderthat is not the sole beneficial owner of the Note, Receipt or Coupon, or whichholds the Note, Receipt or Coupon, in a fiduciary capacity, to the extent thatany of the members of the partnership, the beneficial owner or the settlor orbeneficiary with respect to the fiduciary would not have been entitled to the payment of an additional amount hadeach of the members of the partnership, the beneficial owner, settlor orbeneficiary (as the case may be) received directly his beneficial ordistributive share of the payment, where either ANZNBL or ANZNIL is the Issueror ANZNBL is the Guarantor; or

(xii)                presented forpayment in New Zealand, where either ANZNBL or ANZNIL is the Issuer or ANZNBL is the Guarantor; or

(xiii)             in respect of whichthe Taxes have been imposed or levied as a result of the holder of such Note. Receipt or Coupon being party to or participatingin a scheme to avoid such Taxes, being a scheme which either ANZNBL orANZNIL, where ANZNBL or ANZNIL is the Issuer, or ANZNBL, where ANZNBL is the Guarantor, was neither aparty to nor participated in.

As used in theseConditions, “**Relevant Date**”****in respect of any Note. Receipt or Couponmeans the date on which payment in respect of it first becomes due or**(if any amount of the money payable is improperly withheld or refused) the date on whichpayment in full of the amount outstanding is made or (if earlier) thedate seven days after that on which notice is duly given to the Noteholdersthat, upon further presentation of the Note(or relative Certificate), Receipt or Coupon being made in accordance withthe Conditions, such payment will be made, provided that payment is in factmade upon such presentation. References in these Conditions to (i) “**principal**”****shall be deemed to include any premium payable in respect of theNotes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts,Amortised Face Amounts and all other amounts in the nature of principal payablepursuant to Condition 6 (*Redemption,Purchase and Options*)**orany amendment or supplement to it, (ii) “**interest**”****shallbe deemed to include all interest Amounts and all other amounts payable pursuant to Condition 5 (*Interest and other Calculations*) or anyamendment or supplement to it and (iii) “**principal**”****and/or“**Interest**”****shall be deemed to include any additional amounts that may be payable under this Conditionor any undertaking given in addition to or substitution for it under the Agency Agreement. Any additional amountsdue in respect of the

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Subordinated Notes willbe subordinated in right of payment as described in Condition 11 (*Subordination*)*.*

Theremaining provisions of this Condition only apply to ANZNIL where ANZNIL is theIssuer and to ANZNBL where ANZNBL is the Issuer or the Guarantor. Whereused in the remaining provisions of this Condition,**“interest”**means interest (asdefined under New Zealand taxation legislation) for withholding taxpurposes, which under current legislation includes the excess of the redemptionamount over the issue price of any Note as well as coupon interest paid on suchNote.

*Where (i) ANZNIL is the Issuer or (ii) ANZNBL is theIssuer or the Guarantor, and ANZNBL or, as the case may be, ANZNIL isrequired to deduct New Zealand non-resident withholding tax in the case of anypayments of interest to a holder of a Note or Coupon who is not a resident ofNew Zealand for income tax purposes and whois not engaged in business in New Zealand through a fixed establishmentin New Zealand, ANZNBL or, as the case may be, ANZNIL may, and intend to,relieve themselves of such obligation by using a procedure which permitsborrowers such as ANZNBL or, as the case maybe, ANZNIL to reduce the applicable rate of non-resident withholding tax tozero per cent. That procedure involves ANZNBL or, as the case may be, ANZNILpaying on their own respective accounts a levy to the New Zealandrevenue authorities (which is currently equal to 2 per cent, of such paymentsof interest).*

ANZNBL is and ANZNIL maybe required by law to deduct New Zealand resident withholding tax from thepayment of interest to the holder of any Note on any Interest Payment Date orthe Maturity Date, where:

(a)                     theholder is a resident of New Zealand for income tax purposes or the holder isengaged in business in New Zealand, througha fixed establishment, in New Zealand (a “**New Zealand Holder**”);****and

(b)                       atthe time of such payment the New Zealand Holder does not hold a validcertificate of exemption for New Zealandresident withholding tax purposes.

Prior to any InterestPayment Date or the Maturity Date, any New Zealand Holder:

(A)                 must notify ANZNBL or, as the case may be, ANZNILor any Paying Agent that the New Zealand Holder is the holder of a Note;and

(B)                      must notify ANZNBL or, as the case may be, ANZNILor a Paying Agent, of any circumstances, and provide ANZNBL or, as thecase may be, ANZNIL or the relevant Paying Agent with any information that may enable ANZNBL or, as thecase may be, ANZNIL to make payment of interest to the New ZealandHolder without deduction on account of New Zealand resident withholding tax.

The New Zealand Holdermust notify ANZNBL or, as the case may be, ANZNIL prior to any Interest PaymentDate or the Maturity Date, of any change in the New Zealand Holder’scircumstances from those previously notifiedthat could affect the payment or withholding obligations of ANZNBL or, as the casemay be, ANZNIL in respect of this Note. By accepting payment of the full faceamount of a Note or any interest thereon on any Interest Payment Date or theMaturity Date, the New Zealand Holder indemnifiesANZNBL or, as the case may be, ANZNIL for all purposes in respect of anyliability ANZNBL or, as the case may be, ANZNIL may incur for notdeducting any amount from such payment on account of New Zealand residentwithholding tax.

Only a New Zealand Holderwill be obliged to make the notification referred to above and no other holderwill be required to make any certification that it is not a New Zealand Holder.

*(b)**                  Taxingjurisdiction*

Ifthe Issuer or, if applicable, the Guarantor is, of becomes, subject at any timeto any taxing jurisdiction(s) other than or in addition to its ownjurisdiction of incorporation or the jurisdiction, country or territory inwhich the branch (if any) specified in the relevant Final Terms is located,references in Condition *6(b)*and this Condition 8 *(Taxation)*shall be read and construed asincluding references to such other taxing jurisdiction(s).

**9.****                         Prescription**

Claims against the Issuerand, if applicable, the Guarantor for payment in respect of the Notes, Receipts and Coupons (which, for this purpose,shall not include Talons) shall be prescribed and become void unless made within ten years (in thecase of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect ofthem.

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**10.****                  Events ofDefault**

*(a)**                  UnsubordinatedNotes*

If any of the followingevents **(**“**Events of Default**”**)**occurs and is continuing, the holder ofany Unsubordinated Note of any Series issuedby the Issuer may give written notice to the Fiscal Agent at itsspecified office that such Unsubordinated Note is immediately repayable,whereupon it shall immediately become dueand repayable at its Early Redemption Amount together with accrued interest tothe date of payment unless, prior to the date that such written notice isreceived by the Fiscal Agent, theIssuer and/or, if applicable, the Guarantor shall have cured or otherwise madegood all Events of Default in respect of the Unsubordinated Notes of suchSeries:

(i)                        default ismade in the payment of any principal or Final Redemption Amount, EarlyRedemption Amount, Optional Redemption Amount, instalment Amount or AmortisedFace Amount (in the case of a Zero CouponNote) (whether becoming due upon redemption or otherwise) or interest whendue, in respect of any Unsubordinated Note of such Series, and such defaultcontinues for a period of 7 days; or

(ii)                     the Issuerfails to perform or observe any of its obligations under any UnsubordinatedNote of such Series or, if applicable, the Guarantor fails to perform orobserve any of its obligations under the Deed of Guarantee, in either caseother than those specified in paragraph (i) above and in such case (exceptwhere such failure is incapable of remedy) such failure continues for a periodof 30 days next following the service by any holder of any Unsubordinated Noteof such Series on the Issuer, the Guarantor (if applicable) and the FiscalAgent of written notes requiring the same to be remedied; or

(iii)                  the maturity ofany indebtedness for borrowed money of the Issuer or, if applicable, theGuarantor, in each case amounting in aggregate to U.S.$10,000,000 principalamount (not being moneys borrowed in the ordinary course of banking business)shall have been accelerated by or on behalf of the holder of such indebtednessin accordance with the terms thereof or any agreement relating thereto or anysuch indebtedness shall not have been paid when due on maturity and suchdefault shall not have been cured within the grace period, if any, originallyapplicable thereto or default shall be made by the Issuer or, if applicable,the Guarantor in honouring when called upon any guarantee or indemnity given bythe Issuer or, if applicable, the Guarantor in respect of any such indebtednessof others and such default shall not have been cured within the grace period,if any. originally applicable thereto; and such acceleration or default, as thecase may be, is not being contested in good faith by the Issuer or, ifapplicable, the Guarantor, and is not cured or otherwise made good within sevendays after the date upon which written notice of such default shall have beengiven to the Fiscal Agent and the Issuer or, as the case may be, the Guarantorby or on behalf of the holder of any Unsubordinated Note of such Series,provided that the failure by the issuer or, as the case may be, the Guarantorduly to make payment under any leveraged lease facilities (as defined inCondition 4 (*Negative Pledge*), orsimilar financial transaction in consequence of the relevant lessee failing toplace the Issuer or, as the case may be, the Guarantor as aforesaid in fundsshall not of itself constitute a breach of this paragraph (iii)); or

(iv)                 otherwise thanfor the purpose of an amalgamation or reconstruction or merger within themeaning of these words under the laws of the Issuer’s or, if applicable, theGuarantor’s country of incorporation or, where the Issuer is acting through itsbranch, of the jurisdiction, country or territory in which the branch throughwhich the Issuer is acting as specified in the relevant Final Terms is located,a resolution is passed that the Issuer or, as the case may be, the Guarantor bewound up or dissolved; or

(v)                    the Issuer or,if applicable, the Guarantor stops payment (within the meaning of Australian orany other applicable bankruptcy law) of its obligations; or

(vi)                 anencumbrancer takes possession of or a receiver is appointed of the whole or asubstantial part of the undertaking and assets of the Issuer or, if applicable,the Guarantor and any such event is continuing for 45 days after its occurrenceand would materially prejudice the performance by the Issuer or, as the casemay be, the Guarantor of its obligations under the Unsubordinated Notes of suchSeries or a distress or execution is levied or enforced upon or sued outagainst the whole or a substantial part of the undertaking and assets of theIssuer or, as the case may be, the Guarantor which would materially prejudicethe performance of (i) the Issuer of its obligations under the UnsubordinatedNotes of such Series or, (ii) if applicable, the Guarantor of its

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obligations underthe Deed of Guarantee, and in each case is not discharged within 60 days thereof; or

(vii)              proceedings shallhave been initiated against the Issuer or, if applicable, the Guarantor underany applicable bankruptcy, reorganisation or other similar law and suchproceedings shall not have been discharged or stayed within a period of 60days; or

(viii)           the Issuer or, ifapplicable, the Guarantor shall initiate or consent to proceedings relating toitself under any applicable bankruptcy, insolvency, composition or othersimilar law (otherwise than for the purpose of amalgamation, reconstruction ormerger (within the meaning of those words under the laws of the country of theIssuer’s or, if applicable, the Guarantor’s incorporation or, where the Issueris acting through its branch, of the jurisdiction, country or territory inwhich the branch through which the Issuer is acting as specified in therelevant Final Terms is located) and such proceedings would materiallyprejudice the performance by (i) the Issuer of its obligations under theUnsubordinated Notes of such Series or (ii), if applicable, the Guarantor ofits obligations under the Deed of Guarantee); or

(ix)                   in respect ofNotes issued by ANZNIL only, the Deed of Guarantee of the Notes is (a) not infull force and effect and, where capable of remedy, the Deed of Guarantee isnot in full force and effect within seven days of the date the defect is firstdiscovered or (b) claimed by the Guarantor not to be in full force and effect.

Any such notice by aholder of Unsubordinated Notes to the Fiscal Agent shall specify the serialnumber(s) of the Unsubordinated Notes concerned.

*(b)**                  SubordinatedNotes issued by ANZBGL*

Thefollowing are **“Events of Default”**with respect to Subordinated Notes issued by ANZBGL:

(i)                      (A)      the making of an order by acourt of the State of Victoria. Commonwealth of Australia or a court withappellate jurisdiction from such court which is not successfully appealed orpermanently stayed within 60 days of the entry of such order; or

(B)                  the validadoption by ANZBGL’s shareholders of an effective resolution,

in each case forthe winding up of ANZBGL (other than under or in connection with a scheme of amalgamation or reconstruction not involvingbankruptcy or insolvency); and

(ii)       Subject to Condition 3*(b);*

(A)                default in thepayment of interest on any Subordinated Note when due, continued for 30 days;or

(B)                  default in thepayment of principal of, or any premium on, any Subordinated Note when due.

Uponthe occurrence of an Event of Default specified in paragraph (i) above whereANZBGL is the Issuer, subject to the subordination provisions, the principalamount of, and all accrued and unpaid interest on, the Subordinated Notes willautomatically become due and payable.

Ifan Event of Default contemplated by paragraph (ii) above with respect to any ofthe Subordinated Notes issued by ANZBGL occurs and is continuing, aSubordinated Noteholder may only, in order to enforce the obligations of ANZBGLunder such Subordinated Notes:

(y)                    notwithstandingthe provisions of paragraph (z) below, institute proceedings in the State ofVictoria. Commonwealth of Australia (but not elsewhere) for the winding up ofANZBGL (all subject to, and in accordance with, the terms of Condition 11 (*Subordination*)); or

(z)                      instituteproceedings for recovery of the money then due, provided that ANZBGL will not,by virtue of the institution of any such proceedings (other than proceedingsfor the winding up of ANZBGL), be obliged to pay any sums representingprincipal or interest in respect of the Subordinated Notes sooner than the samewould otherwise have been payable by it and provided that ANZBGL is Solvent atthe time of, and will be Solvent immediately after, the making of any suchpayment.

No remedy against ANZBGL,other than those referred to in thisparagraph (*b*), shall be availableto the Subordinated Noteholders or Couponholders or Receiptholders inrespect of Subordinated Notes,

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whether for the recoveryof amounts owing in respect of the Subordinated Notes or in respect of anybreach by ANZBGL of any of its other obligations under or in respect of theSubordinated Notes.

**11.****                  Subordination**

Inthe event of the winding up of ANZBGL, where it is the Issuer, constituting anEvent of Default with respect to the Subordinated Notes, there shall bepayable with respect to the Subordinated Notes, subject to the subordination provisions discussed above (see Condition3 (*Status*)), an**amount equal to the principal amount ofthe Subordinated Notes then outstanding, together with all accrued and unpaid interestthereon to the repayment date.

As aresult of the subordination provisions, no amount will be payable in thewinding up of ANZBGL in Australia in respect of the Subordinated Notes untilall claims of Unsubordinated Creditors admitted in the winding up havebeen satisfied in full. By subscription for, or transfer of, Subordinated Notesto a Noteholder, that SubordinatedNoteholder will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid until all theclaims of the Unsubordinated Creditors admitted in the winding up have beensatisfied accordingly. Accordingly, if proceedings with respect to the windingup of ANZBGL in Australia were to occur, the Subordinated Noteholders couldrecover less relatively than the holders of deposit liabilities, theUnsubordinated Noteholders and the holders of prior ranking subordinatedliabilities of ANZBGL. For the avoidance of doubt, the Subordinated Notes donot constitute deposit liabilities of ANZBGL.

If,in any such winding up, the amount payable with respect to the SubordinatedNotes and any claims ranking equally with the Subordinated Notes cannot be paidin full, the Subordinated Notes and other claims ranking equally with the Subordinated Notes will share relativelyin any distribution of ANZBGL’s assetsin a winding up in proportion to the respective amounts to which they areentitled. To the extent that Subordinated Noteholders are entitled to anyrecovery with respect to the Subordinated Notes in any winding up, such Subordinated Noteholdersmight not be entitled in such proceedings to a recovery in U.S. dollarsand might be entitled only to a recovery in Australian dollars.

Inaddition, because ANZBGL is a holding company as well as an operating company,the rights of ANZBGL, its creditors and of the Subordinated Noteholdersto participate in the assets of any of ANZBGL’ssubsidiaries upon the liquidation of such subsidiary will be subject to theprior claims of the subsidiary’s creditors, except to the extent thatANZBGL itself may be a creditor with recognised claims against the subsidiary.

**12.****                  Meeting ofNoteholders, Modifications and Waiver**

*(a)**                  Meetings ofNoteholders*

The Agency Agreementcontains provisions for convening meetings of Noteholders of a Series toconsider any matter affecting their interests, including the sanctioning byExtraordinary Resolution (as defined in the Agency Agreement) of a modificationof any of these Conditions. The quorum for any meeting of Noteholders shall betwo or more persons holding or representing in the aggregate a clear majorityin Nominal Amount of the Notes for the time being outstanding, or at anyadjourned meeting two or more persons being or representing Noteholderswhatever the Nominal Amount of the Notes held or represented, unless thebusiness of such meeting includes consideration of proposals, *inter alia*,**(i)to amend the dates of maturity or redemption of the Notes, any Instalment Dateor any date for payment of interest or Interest Amounts on the Notes orthe obligation of the Issuer to pay additional amounts pursuant to Condition 8(*Taxation*),**(ii) to reduce or cancel the NominalAmount of, or any Instalment Amount of, or any premium payable on redemptionof, the Notes, (iii) to reduce the rate or ratesof interest in respect of the Notes or to vary the method or basis ofcalculating the rate or rates or amount of interest or the basis forcalculating any Interest Amount in respect of the Notes, (iv) if a Minimumand/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount,Early Redemption Amount or OptionalRedemption Amount is set out in the Final Terms, to reduce any such Minimumand/or Maximum, (v) to vary any method of, or basis for, calculating the FinalRedemption Amount, Early Redemption Amountor Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) tovary the currency or currencies of payment or Specified Denomination of the Notes, (vii) to take anysteps that as specified in the Final Terms may only be taken followingapproval by an Extraordinary Resolution to which the special quorum provisionsapply, or (viii) to modify the provisions concerning the quorum required at anymeeting of Noteholders or the majority required to pass the ExtraordinaryResolution, in which case the necessary quorum at any adjourned meeting shall be two or more persons holding or representingin the aggregate not less than

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one-third in NominalAmount of the Notes for the time being outstanding. However, unless otherwisespecified or determined by APRA, the prior approval of APRA is required tomodify the terms of any Series of Subordinated Notes. Any resolution dulypassed (including an Extraordinary Resolution) shall be binding on allNoteholders of the relevant Series (whether or not they were present at themeeting at which such resolution was passed) and on all Couponholders of therelevant Series. The expression **“ExtraordinaryResolution”**means a resolution passed at a meeting of Noteholdersduly convened by a majority consisting of not less than three-quarters of thevotes cast. All other resolutions shall be passed at a meeting of Noteholdersduly convened by a clear majority of the votes cast.

*(b)**                  Modification ofthe Agency Agreement*

The Agency Agreement maybe amended by the Issuer, the Guarantor and the Fiscal Agent, without theconsent of the Registrar, or any Paying Agent, Transfer Agent or holder, forthe purpose of curing any ambiguity or of curing, correcting or supplementingany defective provision contained therein or in any manner which the Issuer,the Guarantor and the Fiscal Agent may mutually deem necessary or desirable andwhich does not, in the reasonable opinion of the Issuer, the Guarantor and theFiscal Agent, adversely affect the interests of the holders.

**13.****                  Replacement ofNotes, Certificates, Receipts, Coupons and Talons**

If a Note, Certificate,Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, itmay be replaced, subject to applicable laws, regulations and listing authority,stock exchange and/or quotation system regulations, at the specified office ofthe Fiscal Agent (in case of Bearer Notes, Receipts, Coupons or Talons) and ofthe Registrar (in the case of Certificates) or such other Paying Agent orTransfer Agent, as the case may be, as may from time to time be designated bythe Issuer for the purpose and notice of whose designation is given toNoteholders, in each case on payment by the claimant of the fees and costsincurred in connection therewith and on such terms as to evidence, security andindemnity (which may provide, *inter alia,*thatif the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Couponor Talon is subsequently presented for payment or, as the case may be, forexchange for further Coupons, there shall be paid to the Issuer on demand theamount payable by the Issuer in respect of such Notes, Certificates, Receipts,Coupons or further Coupons) and otherwise as the Issuer may require. Mutilatedor defaced Notes, Certificates, Receipts, Coupons or Talons must be surrenderedbefore replacements will be issued.

**14.****                  Further Issues**

The Issuer may (and, inthe instance of an issue of Subordinated Notes by ANZBGL, if ANZBGL hasobtained the prior approval of APRA) from time to time without the consent ofthe Noteholders or Couponholders create and issue further securities eitherhaving the same terms and conditions as the Notes in all respects (or in allrespects except for the first payment of interest on them) and so that suchfurther issue shall be consolidated and form a single Series with theoutstanding securities of any Series (including the Notes) or upon such termsas the Issuer may determine at the time of their issue. Notes of more than oneSeries may be consolidated into one Series denominated in euro, even if one ormore such Series was not originally denominated in euro, provided all suchSeries have been redenominated into euro and otherwise have, in respect of allperiods subsequent to such consolidation, the same terms and conditions.References in these Conditions to the Notes include (unless the contextrequires otherwise) any other securities issued pursuant to this Condition andforming a single Series with the Notes.

**15.****                  Notices**

Notices to the holders ofRegistered Notes shall be (i) mailed to them (or, in the case of joint holders,to the first named) at their respective addresses in the Register and (ii) savewhere another means of effective communication has been specified herein or inthe Final Terms, published (a) in the case of any Registered Notes which areadmitted to trading on the Gilt Edged and Fixed Interest Market of the LondonStock Exchange (so long as such Registered Notes are admitted to trading on theGilt Edged and Fixed Interest Market of the London Stock Exchange and the rulesof that exchange so require), in a leading newspaper having general circulationin London (which is expected to be the *FinancialTimes*)*,*or if suchpublication is not practicable, if published in a leading English languagedaily newspaper having general circulation in Europe, or (b) in the case ofRegistered Notes which are admitted to listing, trading and/or quotation by anyother listing authority, stock exchange and/or quotation system (so long assuch Registered Notes are admitted to listing, trading and/or quotation by suchlisting authority, stock exchange and/or quotation system and the rules of suchlisting authority, stock exchange and/or

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quotation system sorequire), in a leading daily newspaper having general circulation in London(which is expected to be the *FinancialTimes)*and in such other place as may be required by the rules andregulations of such listing authority, stock exchange and/or quotation system.

Notices to the holders ofRegistered Notes shall be deemed to have been given on the fourth weekday(being a day other than a Saturday or a Sunday) after the later of the date ofmailing and the date of publication (or if required to be published in morethan one newspaper, the first date on which publication shall have been made inall required newspapers).

Notices to the holders ofBearer Notes shall be, save where another means of effective communication hasbeen specified herein or in the Final Terms, published (a) in the case of anyBearer Notes which are admitted to trading on the Gilt Edged and Fixed InterestMarket of the London Stock Exchange (so long as such Bearer Notes are admittedto trading on the Gilt Edged and Fixed Interest Market of the London StockExchange and the rules of that exchange so require), in a leading newspaperhaving general circulation in London (which is expected to be the *Financial Times*), or if such publicationis not practicable, if published in a leading English language daily newspaperhaving general circulation in Europe, or (b) in the case of Bearer Notes whichare admitted to listing, trading and/or quotation by any other listingauthority, stock exchange and/or quotation system (so long as such Bearer Notesare admitted to trading, listing and/or quotation by such listing authority, stockexchange and/or quotation system and the rules of such listing authority, stockexchange and/or quotation system so require), in a leading daily newspaperhaving general circulation in London (which is expected to be the *Financial Times)*and in such other placeas may be required by the rules and regulations of such listing authority,stock exchange and/or quotation system.

Notices to the holders ofBearer Notes shall be deemed to have been given on the date of publication (orif required to be published in more than one newspaper, the first date on whichpublication shall have been made in all required newspapers). Couponholdersshall be deemed for all purposes to have notice of the contents of any noticegiven to the holders of Bearer Notes in accordance with this Condition 15 *(Notices).*

**16.****                  CurrencyIndemnity**

If any sum due from theIssuer in respect of the Notes, Receipts or the Coupons or any order orjudgment given or made in relation thereto has to be converted from thecurrency (the “**first currency**”) inwhich the same is payable under these Conditions or such order or judgment intoanother currency (the “**second****currency**”) for the purpose of (a) making orfiling a claim or proof against the Issuer, (b) obtaining an order or judgmentin any court or other tribunal or (c) enforcing any order or judgment given ormade in relation to the Notes, Receipts or Coupons, the Issuer shall indemnifyeach holder, on the written demand of such holder addressed to the Issuer anddelivered to the Issuer or to the specified office of the Fiscal Agent, againstany loss suffered as a result of any discrepancy between (i) the rate ofexchange used for such purpose to convert the sum in question from the firstcurrency into the second currency and (ii) the rate or rates of exchange atwhich such holder may in the ordinary course of business purchase the firstcurrency with the second currency upon receipt of a sum paid to it insatisfaction, in whole or in part, of any such order, judgment, claim or proof.For the purposes of this Condition 16 (*CurrencyIndemnity*),**it shallbe sufficient for the Noteholder, Receiptholder or Couponholder, as the casemay be, to demonstrate that it would have suffered a loss had an actualpurchase been made. These indemnities constitute a separate and independentobligation from the Issuer’s other obligations, shall give rise to a separateand independent cause of action, shall apply irrespective of any indulgencegranted by any Noteholder, Receiptholder or Couponholder and shall continue in fullforce and effect despite any other judgment, order, claim or proof for aliquidated amount in respect of any sum due under any Note, Coupon or Receiptor any other judgment or order.

**17.****                  Governing Law,Jurisdiction and Service of Process**

*(a)**                  Governing Law*

The Notes, the Receipts,the Coupons and the Talons are governed by, and shall be construed inaccordance with, English law, except for the subordination provisions of theSubordinated Notes (including, without limitation, the provisions contained in Conditions3*(b),*10*(b)* and 11) which will be governed inaccordance with the laws of the State of Victoria and the Commonwealth ofAustralia.

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*(b)**                  Jurisdiction*

The Issuer agrees for thebenefit of the holders of Notes, Receipts, Coupons and Talons that the courtsof England shall have jurisdiction to hear and determine any-suit, action orproceedings, and to settle any disputes, which may arise out of or inconnection with the Notes and all matters connected with the Notes(respectively, “**Proceedings**”****and **“Disputes”)**and, for such purposes, irrevocably submits to the jurisdiction ofsuch courts.

*(c)**                   Appropriateforum*

The Issuer irrevocablywaives any objection which it might now or hereafter have to the courts ofEngland being nominated as the forum to hear and determine any Proceedings andto settle any Disputes, and agrees not to claim that any such court is not aconvenient or appropriate forum.

*(d)**                  Service ofprocess*

The Issuer agrees thatthe process by which any Proceedings in England are begun may be served on itby being delivered to the officer in charge of the London Branch of Australiaand New Zealand Banking Group Limited at Minerva House, Montague Close, LondonSE1 9DH. If such person is not or ceases to be effectively appointed to acceptservice of process on the Issuer’s behalf, the Issuer shall appoint a furtherperson in England to accept service of process on the Issuer’s behalf and,failing such appointment, within 15 days, any Noteholder shall be entitled toappoint such a person by written notice addressed to the Issuer and deliveredto the Issuer or to the specified office of the Fiscal Agent. Nothing in thisparagraph shall affect the right of any holder of Notes, Receipts, Coupons orTalons to serve process in any other manner permitted by law.

*(e)**                   Non-exclusivity*

The submission to thejurisdiction of the courts of England shall not (and shall not be construed soas to) limit the right of any holder of Notes, Receipts, Coupons or Talons totake Proceedings in any other court of competent jurisdiction, nor shall thetaking of Proceedings in any one or more jurisdictions preclude the taking ofProceedings in any other jurisdiction (whether concurrently or not) if and tothe extent permitted by law.

*(f)**                      Consent toenforcement etc.*

Subject to Condition 11,the Issuer consents generally in respect of any Proceedings to the giving ofany relief or the issue of any process in connection with such Proceedingsincluding (without limitation) the making, enforcement or execution against anyproperty whatsoever (irrespective of its use or intended use) of any order orjudgment which may be made or given in such Proceedings.

**18.****                  Third Parties**

No person shall have anyright to enforce any term or condition of the Notes under the Contracts (Rightsof Third Parties) Act 1999.

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**SCHEDULE 7**

**FORMS OFCOUPON**

**PART A - ANZBGL COUPON**

On the front:

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED**

**(ABN 11005 357 522)**

**EuroMedium Term Note Programme**

Series No. [·]

Coupon for [[set outamount due, if known]/the amount] due on [the Interest Payment Date fallingin]* [·], [·].

[Coupon relating to Notein the nominal amount of [·]]**

This Coupon is payable tobearer (subject to the Conditions endorsed on the Note to which this Couponrelates, which shall be binding upon the holder of this Coupon whether or notit is for the time being attached to such Note) at the specified offices of theFiscal Agent and the Paying Agents set out on the reverse hereof (or any otherFiscal Agent or further or other Paying Agents or specified offices duly appointedor nominated and notified to the Noteholders).

[If the Note to whichthis Coupon relates shall have become due and payable before the maturity dateof this Coupon, this Coupon shall become void and no payment shall be made inrespect of it].***

NO OFFSHORE ASSOCIATE OFTHE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OFAUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH APERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRETHIS COUPON OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS COUPON (OTHER THANAN OFFSHORE ASSOCIATE WHO ACQUIRES THIS COUPON OR SUCH INTEREST OR RIGHT IN THECAPACITY OF A DEALER, MANAGER OR UNDERWRITER IN RELATION TO THE PLACEMENT OFTHE COUPON, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER ORRESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN CARRYING ON A BUSINESS AT ORTHROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, 

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ALTERNATIVELY, A RESIDENTOF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SOACQUIRES THIS COUPON OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED INFAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OFAUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESSIN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.

ANY OFFSHORE ASSOCIATE,RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYINGON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHINAUSTRALIA WHO SO ACQUIRES THIS COUPON OR ANY INTEREST OR RIGHT IN RESPECT OFTHIS COUPON MAY BE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLEDTO RECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCHTAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS COUPON.

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](10)

**AUSTRALIA AND NEW ZEALAND BANKINGGROUP LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
| By:    |   |   |

 
| [Cp. No.] | [Denomination] | [ISIN] | [Series] |
|-----------|----------------|--------|----------|

 

On the back:

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes:

(10) This legend can be deleted if the Notes have an initial maturityof 365 days or less.

 

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[*Only necessary whereInterest Payment Dates are subject to adjustment in accordance with a BusinessDay Convention, otherwise the particular Interest Payment Date should bespecified]

[**Only required onCoupons relating to Floating Rate or Variable Coupon Amount Notes that areissued in more than one denomination.]

[***Delete if Coupons arenot to become void upon early redemption of Note.]

164

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**PART B - ANZNBL COUPON**

On the front:

**ANZNATIONAL BANK LIMITED**

**EuroMedium Term Note Programme**

Series No. [·]

Coupon for [[set outamount due, if known]/the amount] due on [the Interest Payment Date fallingin]*.[·], [·].

[Coupon relating to Notein the nominal amount of [·]]**

This Coupon is payable tobearer (subject to the Conditions endorsed on the Note to which this Couponrelates, which shall be binding upon the holder of this Coupon whether or notit is for the time being attached to such Note) at the specified offices of theFiscal Agent and the Paying Agents set out on the reverse hereof (or any otherFiscal Agent or further or other Paying Agents or specified offices dulyappointed or nominated and notified to the Noteholders).

[If the Note to whichthis Coupon relates shall have become due and payable before the maturity dateof this Coupon, this Coupon shall become void and no payment shall be made inrespect of it].***

THE HOLDING OF THISCOUPON FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), ORFOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT ISNOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](11)

**ANZ NATIONAL BANK LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
| By:    |   |   |

 
| [Cp. No.] | [Denomination] | [ISIN] | [Series] |
|-----------|----------------|--------|----------|

 

----

(11) This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

165

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On the back:

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes:

[*Only necessary whereInterest Payment Dates are subject to adjustment in accordance with a BusinessDay Convention, otherwise the particular Interest Payment Date should bespecified.]

[**Only required onCoupons relating to Floating Rate or Variable Coupon Amount Notes that areissued in more than one denomination.]

[***Delete if Coupons arenot to become void upon early redemption of Note.]

166

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**PART C - ANZNIL COUPON**

On the front:

**ANZNATIONAL (INT’L) LIMITED**

**GuaranteedbyANZ NATIONAL BANK LIMITED**

**EuroMedium Term Note Programme**

Series No. [·]

Coupon for [[set outamount due, if known]/the amount] due on [the Interest Payment Date fallingin]*.[·], [·].

[Coupon relating to Notein the nominal amount of [·]]**

This Coupon is payable tobearer (subject to the Conditions endorsed on the Note to which this Couponrelates, which shall be binding upon the holder of this Coupon whether or notit is for the time being attached to such Note) at the specified offices of theFiscal Agent and the Paying Agents set out on the reverse hereof (or any otherFiscal Agent or further or other Paying Agents or specified offices dulyappointed or nominated and notified to the Noteholders).

[If the Note to whichthis Coupon relates shall have become due and payable before the maturity dateof this Coupon, this Coupon shall become void and no payment shall be made inrespect of it].***

THE HOLDING OF THISCOUPON FOR SUBSEQUENT RECEIPT OF ANY INTEREST (AS DEFINED IN CONDITION 8), ORFOR REDEMPTION UPON MATURITY, IS AN ACKNOWLEDGEMENT BY THE HOLDER THAT IT ISNOT A NEW ZEALAND HOLDER (AS DEFINED IN CONDITION 8).

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](12)

**ANZ NATIONAL (INT’L) LIMITED**
| By: |   |   |
|-----|--------|--------|
| By: |   |   |

 
| [Cp. No.] | [Denomination] | [ISIN] | [Series] |
|-----------|----------------|--------|----------|

 

----

(12) This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

167

----

On the back:

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes:

[*Only necessary whereInterest Payment Dates are subject to adjustment in accordance with a BusinessDay Convention, otherwise the particular Interest Payment Date should bespecified.]

[**Only required onCoupons relating to Floating Rate or Variable Coupon Amount Notes that areissued in more than one denomination.]

[***Delete if Coupons arenot to become void upon early redemption of Note.]

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**SCHEDULE 8**

**FORMS OFTALON**

**PART A - ANZBGL TALON**

On the front:

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED**

**(ABN 11005 357 522)**

**EuroMedium Term Note Programme**

Series No. [                            ]

Talon for further Couponsfalling due on [Interest Payment Dates falling in]* [·],[·].

[Talon relating to Notein the nominal amount of [·].]**

After all the Couponsrelating to the Note to which this Talon relates have matured, further Coupons(including if appropriate a Talon for further Coupons) shall be issued at thespecified office of the Fiscal Agent set out on the reverse hereof (or anyother Fiscal Agent or specified office duly appointed or nominated and notifiedto the Noteholders) upon production and surrender of this Talon.

If the Note to which thisTalon relates shall have become due and payable before the original due datefor exchange of this Talon, this Talon shall become void and no exchange shallbe made in respect of it.

NO OFFSHORE ASSOCIATE OFTHE ISSUER (AS DEFINED BELOW), RESIDENT OF AUSTRALIA OR NON-RESIDENT OFAUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESS IN AUSTRALIA AT OR THOUGH APERMANENT ESTABLISHMENT WITHIN AUSTRALIA MAY (DIRECTLY OR INDIRECTLY) ACQUIRETHIS TALON OR ANY INTEREST IN OR RIGHT IN RESPECT OF THIS TALON (OTHER THAN ANOFFSHORE ASSOCIATE WHO ACQUIRES THIS TALON OR SUCH INTEREST OR RIGHT IN THECAPACITY OF A DEALER, MANAGER OR UNDERWRITERS IN RELATION TO THE PLACEMENT OFTHE TALON, INTEREST OR RIGHT, OR A CLEARING HOUSE, CUSTODIAN, FUNDS MANAGER ORRESPONSIBLE ENTITY OF A REGISTERED SCHEME WITHIN THE MEANING OF THECORPORATIONS ACT 2001 OF AUSTRALIA).

“**OFFSHORE ASSOCIATE**” MEANS AN ASSOCIATE (ASDEFINED IN SECTION 128F OF THE INCOME TAX ASSESSMENT ACT 1936 (THE “**TAX ACT**”, WHICH TERM INCLUDES ANY SUCCESSORLEGISLATION)) OF THE ISSUER THAT IS EITHER A NON-RESIDENT OF THE COMMONWEALTHOF AUSTRALIA WHICH DOES NOT ACQUIRE THE NOTES IN 

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CARRYING ON A BUSINESS ATOR THROUGH A PERMANENT ESTABLISHMENT IN AUSTRALIA OR, ALTERNATIVELY, A RESIDENTOF AUSTRALIA THAT ACQUIRES THE NOTES IN CARRYING ON BUSINESS AT OR THROUGH APERMANENT ESTABLISHMENT OUTSIDE OF AUSTRALIA.

EACH PERSON WHO SOACQUIRES THIS TALON OR SUCH INTEREST OR RIGHT IS TAKEN TO HAVE WARRANTED INFAVOUR OF THE ISSUER THAT THE PERSON IS NOT AN OFFSHORE ASSOCIATE, RESIDENT OFAUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYING ON BUSINESSIN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHIN AUSTRALIA.

ANY OFFSHORE ASSOCIATE,RESIDENT OF AUSTRALIA OR NON-RESIDENT OF AUSTRALIA WHO HAS ENGAGED IN CARRYINGON BUSINESS IN AUSTRALIA AT OR THOUGH A PERMANENT ESTABLISHMENT WITHINAUSTRALIA WHO SO ACQUIRES THIS TALON OR ANY INTEREST OR RIGHT IN RESPECT OFTHIS TALON MAYBE SUBJECT TO AUSTRALIAN TAX AND, IF SO, WILL NOT BE ENTITLED TORECEIVE ANY PAYMENT OF ADDITIONAL AMOUNTS FROM THE ISSUER ON ACCOUNT OF SUCHTAX FROM AMOUNTS PAYABLE UNDER OR IN RESPECT OF THIS TALON.

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)

**AUSTRALIA AND NEW ZEALAND BANKINGGROUP LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
| By:    |   |   |

 

On the back:
| [Talon No.] | [ISIN] | [Series] | [Serial No.] |
|-------------|--------|----------|--------------|

 

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes

(13) This legend can bedeleted if the Notes have an initial maturity of 365 days or less.

170

----

[*The maturity dates ofthe relevant Coupons should be set out if known, otherwise reference should bemade to the months and years in which the Interest Payment Dates fall due]

[**Only required wherethe Series comprises Notes of more than one denomination]

171

----

**PART B - ANZNBL TALON**

On the front:

**ANZNATIONAL BANK LIMITED**

**EuroMedium Term Note Programme**

Series No. [                            ]

Talon for further Couponsfalling due on [Interest Payment Dates falling in]* [·],[·].

[Talon relating to Notein the nominal amount of [·].]**

After all the Couponsrelating to the Note to which this Talon relates have matured, further Coupons(including if appropriate a Talon for further Coupons) shall be issued at thespecified office of the Fiscal Agent set out on the reverse hereof (or anyother Fiscal Agent or specified office duly appointed or nominated and notifiedto the Noteholders) upon production and surrender of this Talon.

If the Note to which thisTalon relates shall have become due and payable before the original due datefor exchange of this Talon, this Talon shall become void and no exchange shallbe made in respect of it.

**ANZ NATIONAL BANK LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
|   |
| By:    |   |   |

 

On the back:
| [Talon No.] | [ISIN] | [Series] | [Serial No.] |
|-------------|--------|----------|--------------|

 

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes

[*The maturity dates ofthe relevant Coupons should be set out if known, otherwise reference should bemade to the months and years in which the Interest Payment Dates fall due]

172

----

[**Only required wherethe Series comprises Notes of more than one denomination]

173

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**PART C - ANZNIL TALON**

On the front:

**ANZNATIONAL (INT’L) LIMITED**

**GuaranteedbyANZ NATIONAL BANK LIMITED**

**EuroMedium Term Note Programme**

Series No. [                            ]

Talon for further Couponsfalling due on [Interest Payment Dates falling in]* [·],[·].

[Talon relating to Notein the nominal amount of [·].]**

After all the Couponsrelating to the Note to which this Talon relates have matured, further Coupons(including if appropriate a Talon for further Coupons) shall be issued at thespecified office of the Fiscal Agent set out on the reverse hereof (or anyother Fiscal Agent or specified office duly appointed or nominated and notifiedto the Noteholders) upon production and surrender of this Talon.

If the Note to which thisTalon relates shall have become due and payable before the original due datefor exchange of this Talon, this Talon shall become void and no exchange shallbe made in respect of it.

**ANZ NATIONAL (INTL’L) LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |
|   |
| By:    |   |   |

 

On the back:
| [Talon No.] | [ISIN] | [Series] | [Serial No.] |
|-------------|--------|----------|--------------|

 

**FiscalAgent and Paying Agent**Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DB

----

Notes

[*The maturity dates ofthe relevant Coupons should be set out if known, otherwise reference should bemade to the months and years in which the Interest Payment Dates fall due]

174

----

[**Only required wherethe Series comprises Notes of more than one denomination]

175

----

**SCHEDULE 9**

**FORMS OF RECEIPT**

**PART A -ANZBGL RECEIPT**

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**

**(ABN 11 005 357 522)**

**Euro Medium Term Note Programme**

Series No. [    ]

Receipt for the sum of [·] being the instalment of principal payablein accordance with the Terms and Conditions endorsed on the Note to which thisReceipt relates (the “**Conditions**”)on [·].

This Receipt is issued subject to and in accordance with the Conditionswhich shall be binding upon the holder of this Receipt (whether or not it is forthe time being attached to such Note) and is payable at the specified office ofany of the Paying Agents set out on the reverse of the Note to which thisReceipt relates (and/or any other or further Paying Agents and/or specifiedoffices as may from time to time be duly appointed and notified to theNoteholders).

This Receipt must be presented for payment together with the Note towhich it relates.  If the Note to whichthis Receipt relates shall have become due and payable on or before thematurity date of this Receipt, this Receipt shall become void and no paymentshall be made in respect of it.  TheIssuer shall have no obligation in respect of this Receipt if it is presentedwithout the Note to which it relates.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](14)

**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |

 

----

(14) This legend can be deleted if the Notes have an initial maturityof 365 days or less.

176

----

**PART B -ANZNBL RECEIPT**

**ANZ NATIONAL BANK LIMITED**

**Euro Medium Term Note Programme**

Series No. [    ]

Receipt for the sum of [·] being the instalment of principal payablein accordance with the Terms and Conditions endorsed on the Note to which thisReceipt relates (the “**Conditions**”)on [·].

This Receipt is issued subject to and in accordance with the Conditionswhich shall be binding upon the holder of this Receipt (whether or not it isfor the time being attached to such Note) and is payable at the specifiedoffice of any of the Paying Agents set out on the reverse of the Note to whichthis Receipt relates (and/or any other or further Paying Agents and/orspecified offices as may from time to time be duly appointed and notified tothe Noteholders).

This Receipt must be presented for payment together with the Note towhich it relates.  If the Note to whichthis Receipt relates shall have become due and payable on or before thematurity date of this Receipt, this Receipt shall become void and no paymentshall be made in respect of it.  TheIssuer shall have no obligation in respect of this Receipt if it is presentedwithout the Note to which it relates.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

**ANZ NATIONAL BANK LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |

** **

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**PART C -ANZNIL RECEIPT**

**ANZ NATIONAL (INT’L) LIMITED**

**Guaranteed byANZ NATIONAL BANK LIMITED**

**Euro Medium Term Note Programme**

Series No. [    ]

Receipt for the sum of [·] being the instalment of principal payablein accordance with the Terms and Conditions endorsed on the Note to which thisReceipt relates (the “**Conditions**”)on [·].

This Receipt is issued subject to and in accordance with the Conditionswhich shall be binding upon the holder of this Receipt (whether or not it isfor the time being attached to such Note) and is payable at the specifiedoffice of any of the Paying Agents set out on the reverse of the Note to whichthis Receipt relates (and/or any other or further Paying Agents and/orspecified offices as may from time to time be duly appointed and notified tothe Noteholders).

This Receipt must be presented for payment together with the Note towhich it relates.  If the Note to whichthis Receipt relates shall have become due and payable on or before thematurity date of this Receipt, this Receipt shall become void and no paymentshall be made in respect of it.  TheIssuer shall have no obligation in respect of this Receipt if it is presentedwithout the Note to which it relates.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

**ANZ NATIONAL (INT’L) LIMITED**
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |

** **

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**SCHEDULE 10**

**PROVISIONS FOR MEETINGS OFNOTEHOLDERS**

**Interpretation**

1.                                 In this Schedule:

(a)                                      references to a meeting are to a meeting ofNoteholders of a single Series of Notes and include, unless the contextotherwise requires, any adjournment;

(b)                                     references to “**Notes**” and “**Noteholders**”are only to the Notes of the Series in respect of which a meeting has been, oris to be, called and to the holders of those Notes, respectively;

(c)                                      “**agent**”means a holder of a voting certificate or a proxy for, or representative of, aNoteholder;

(d)                                     “**blockvoting instruction**” means an instruction issued in accordance withparagraphs 8 to 14;

(e)                                      “**ExtraordinaryResolution**” means a resolution passed at a meeting duly convened andheld in accordance with this Agreement by a majority of at least 75 per cent.of the votes cast;

(f)                                        “**votingcertificate**” means a certificate issued in accordance withparagraphs 5, 6 and 7; and

(g)                                     references to persons representing aproportion of the Notes are to Noteholders or agents holding or representing inthe aggregate at least that proportion in principal amount of the Notes for thetime being outstanding.

**Powers of Meetings**

2.                                 A meeting shall, subject to the Conditionsand without prejudice to any powers conferred on other persons by thisAgreement, have power by Extraordinary Resolution:

(a)                                      to sanction any proposal by the relevantIssuer or, where applicable, the Guarantor or any modification, abrogation,variation or compromise of, or arrangement in respect of, the rights of theNoteholders in their capacity as Noteholders and/or the Couponholders againstthe relevant Issuer or, where applicable, the Guarantor, whether or not thoserights arise under the Notes;

(b)                                     to sanction any proposal by the relevantIssuer or, where applicable, the Guarantor, for the exchange or substitutionfor the Notes of, or the conversion of the Notes into, shares, bonds or otherobligations or securities of the relevant Issuer or any other entity;

(c)                                      to assent to any modification, abrogation,variation or compromise of this Agreement, the Notes, the Conditions, theReceipts, the Talons or the 

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Couponsproposed by the relevant Issuer or, where the Issuer is ANZNIL, the Issuertogether with the Guarantor, or the Fiscal Agent;

(d)                                     to approve any proposal by the Guarantor forany modification of any provision of the Guarantee of the Notes or anyarrangement in respect of the obligations of the Guarantor thereunder;

(e)                                      to authorise anyone to concur in and doanything necessary to carry out and give effect to an Extraordinary Resolutionto give any authority, direction or sanction required to be given byExtraordinary Resolution;

(f)                                        to appoint any persons (whether Noteholdersor not) as a committee or committees to represent the Noteholders’ interestsand to confer on them any powers or discretions which the Noteholders couldthemselves exercise by Extraordinary Resolution; and

(g)                                     to approve the substitution of any entity forthe relevant Issuer (or any previous substitute) as principal debtor under thisAgreement,

*providedthat* the specialquorum provisions in paragraph 20 shall apply to any Extraordinary Resolution(a “**special quorum resolution**”)for the purpose of subparagraphs 2(a) to (f), any of the proposals listed inCondition 12(a) or any amendment to this proviso.

**Convening a Meeting**

3.                                 Each Issuer or, where applicable, theGuarantor may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 percent. in principal amount of the Notes of any Series of such Issuer for thetime being outstanding and is indemnified to its satisfaction against all costsand expenses, such Issuer or, where applicable, the Guarantor shall convene ameeting of the Noteholders of that Series. Every meeting shall be held at a time and place approved by the FiscalAgent.

4.                                 At least 21 days’ notice (exclusive of theday on which the notice is given and of the day of the meeting) shall be givento the Noteholders.  A copy of the noticeshall be given by the party convening the meeting to the other parties.  The notice shall specify the day, time andplace of meeting and the nature of the resolutions to be proposed and shallexplain how Noteholders may appoint proxies or representatives, obtain votingcertificates and use block voting instructions and the details of the timelimits applicable.

**Arrangements for Voting**

5.                                 If a holder of a Bearer Note wishes to obtaina voting certificate in respect of it for a meeting, he must deposit it forthat purpose at least 48 hours before the time fixed for the meeting with aPaying Agent or to the order of a Paying Agent with a bank or other depositarynominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it.

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6.                                 A voting certificate shall:

(a)                                      be a document in the English language;

(b)                                     be dated;

(c)                                      specify the meeting concerned and the serialnumbers of the Notes deposited; and

(d)                                     entitle, and state that it entitles, itsbearer to attend and vote at that meeting in respect of those Notes.

7.                                 Once a Paying Agent has issued a votingcertificate for a meeting in respect of a Note, it shall not release the Noteuntil either:

(a)                                      the meeting has been concluded; or

(b)                                     the voting certificate has been surrenderedto the Paying Agent,

8.                                 If a holder of a Bearer Note wishes the votesattributable to it to be included in a block voting instruction for a meeting,then, at least 48 hours before the time fixed for the meeting, (i) he mustdeposit the Note for that purpose with a Paying Agent or to the order of aPaying Agent with a bank or other depositary nominated by the Paying Agent forthe purpose and (ii) he or a duly authorised person on his behalf must direct thePaying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect ofthe votes attributable to all Notes so deposited.

9.                                 A block voting instruction shall:

(a)                                      be a document in the English language;

(b)                                     be dated;

(c)                                      specify the meeting concerned;

(d)                                     list the total number and serial numbers ofthe Notes deposited, distinguishing with regard to each resolution betweenthose voting for and those voting against it;

(e)                                      certify that such list is in accordance withNotes deposited and directions received as provided in paragraphs 8, 11 and 14;and

(f)                                        appoint a named person (a “**proxy**”) to vote at that meeting in respectof those Notes and in accordance with that list.

A proxy need not be aNoteholder.

10.                           Once a Paying Agent has issued a block votinginstruction for a meeting in respect of the votes attributable to any Notes:

(a)                                      it shall not release the Notes, except asprovided in paragraph 11, until the meeting has been concluded; and

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(b)                                     the directions to which it gives effect maynot be revoked or altered during the 48 hours before the time fixed for themeeting.

11.                           If the receipt for a Note deposited with aPaying Agent in accordance with paragraph 8 is surrendered to the Paying Agentat least 48 hours before the time fixed for the meeting, the Paying Agent shallrelease the Note and exclude the votes attributable to it from the block votinginstruction.

12.                           Each block voting instruction shall bedeposited at least 24 hours before the time fixed for the meeting at thespecified office of the Fiscal Agent or such other place as the relevant issuershall designate or approve, and in default it shall not be valid unless thechairman of the meeting decides otherwise before the meeting proceeds tobusiness.  If the relevant Issuerrequires, a notarially certified copy of each block voting instruction shall beprovided by the proxy at the meeting but the relevant Issuer need notinvestigate or be concerned with the validity of the proxy’s appointment.

13.                           A vote cast in accordance with a block votinginstruction shall be valid even if it or any of the Noteholders instructionspursuant to which it was executed has previously been revoked or amended,unless written notice of such revocation or amendment is received from therelevant Paying Agent by the Fiscal Agent at its specified office (or suchother place as may have been specified by the relevant Issuer for the purpose)or by the chairman of the meeting in each case at least 24 hours before thetime fixed for the meeting.

14.                           No Note may be deposited with or to the orderof a Paying Agent at the same time for the purposes of both paragraph 5 andparagraph 8 for the same meeting.

15.                           A holder of a Registered Note may, by aninstrument in writing in the form available from the specified office of aTransfer Agent in the English language executed by or on behalf of the holderand delivered to the Transfer Agents at least 24 hours before the time fixedfor a meeting, appoint any person (a “**proxy**”)to act on his behalf in connection with that meeting.  A proxy need not be a Noteholder.

16.                           A corporation which holds a Registered Notemay, by delivering to a Transfer Agent at least 24 hours before the time fixedfor a meeting a certified copy of a resolution if its directors or othergoverning body (with, if it is not in English, a certified translation intoEnglish), authorise any person to act as its representative (a “**representative**”) in connection with thatmeeting.

**Chairman**

17.                           The chairman of a meeting shall be such personas the relevant Issuer or, where applicable, the Guarantor (or, if more thanone, as they may choose between them) may nominate in writing, but if no suchnomination is made or if the person nominated is not present within 15 minutesafter the time fixed for the meeting the Noteholders or agents present shallchoose one of their number to be chairman, failing which the relevant Issueror, where applicable, the Guarantor may appoint a chairman.  The 

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chairmanneed not be a Noteholder or agent.  Thechairman of an adjourned meeting need not be the same person as the chairman ofthe original meeting.

**Attendance**

18.                           The following may attend and speak at ameeting:

(a)                                      Noteholders and agents;

(b)                                     the chairman;

(c)                                      each Issuer, the Fiscal Agent, and, where applicable,the Guarantor (through their respective representatives) and their respectivefinancial and legal advisers; and

(d)                                     the Dealers and their advisers.

No-one else may attend orspeak.

**Quorum and Adjournment**

19.                           No business (except choosing a chairman)shall be transacted at a meeting unless a quorum is present at the commencementof business.  If a quorum is not presentwithin 15 minutes from the time initially fixed for the meeting, it shall, ifconvened on the requisition of Noteholders, be dissolved.  In any other case it shall be adjourned untilsuch date, not less than 14 nor more than 42 days later, and time and place asthe chairman may decide.  If a quorum isnot present within 15 minutes from the time fixed for a meeting so adjourned,the meeting shall be dissolved.

20.                           Two or more Noteholders or agents present inperson shall be a quorum:

(a)                                      in the cases marked “No minimum proportion”in the table below, whatever the proportion of the Notes which they represent;

(b)                                     in any other case, only if they represent theproportion of the Notes shown by the table below:
|                                                                                                                                                                     | ** ** | **Required proportion of principal amount of  Notes outstanding** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|
| **Purpose of  meeting**                                                                                                                                             | ** ** | **Any meeting except one referred  to in next column**            | ** ** | **Meeting previously adjourned   through want of a quorum** |
| To pass a resolution in  connection with the matters listed in, or referred to in, paragraph 2 of this  Schedule, including the proposals listed in Condition 12(a) |       | A clear majority                                                  |   | 33 per cent. |
|                                                                                                                                                                |       |                                                              |   |   |
| Any other purpose                                                                                                                                                   |       | A clear majority                                                  |   | No minimum proportion |

21.                           The chairman may with the consent of (andshall if directed by) a meeting adjourn the meeting from time to time and fromplace to place.  Only business whichcould have 

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been transacted at the original meeting may be transacted at a meetingadjourned in accordance with this paragraph or paragraph 20.

22.                           At least 10 days’ notice of a meetingadjourned through want of a quorum shall be given in the same manner as for anoriginal meeting and that notice shall state the quorum required at theadjourned meeting.  No notice need,however, otherwise be given of an adjourned meeting.

**Voting**

23.                           Each question submitted to a meeting shall bedecided by a show of hands unless a poll is (before, or on the declaration ofthe result of, the show of hands) demanded by the chairman, the relevant Issueror one or more persons representing 2 per cent. of the Notes.

24.                           Unless a poll is demanded a declaration bythe chairman that a resolution has or has not been passed shall be conclusiveevidence of the fact without proof of the number or proportion of the votescast in favour of or against it.

25.                           If a poll is demanded, it shall be taken insuch manner and (subject as provided below) either at once or after suchadjournment as the chairman directs.  Theresult of the poll shall be deemed to be the resolution of the meeting at whichit was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for thetransaction of business other than the question on which it has been demanded.

26.                           A poll demanded on the election of a chairmanor on a question of adjournment shall be taken at once.

27.                           On a show of hands every person who ispresent in person and who produces a Bearer Note, a Certificate of which he isthe registered holder or a voting certificate or is a proxy or representativehas one vote.  On a poll every suchperson has one vote in respect of each principal amount equal to the minimumdenomination of such Series of Notes so produced or represented by the votingcertificate so produced or for which he is a proxy or representative.  Without prejudice to the obligations ofproxies, a person entitled to more than one vote need not use them all or castthem all in the same way.

28.                           In case of equality of votes the chairmanshall both on a show of hands and on a poll have a casting vote in addition toany other votes which he may have.

**Effect and publication of an Extraordinary Resolution**

29.                           An Extraordinary Resolution shall be bindingon all the Noteholders, whether or not present at the meeting, and on all theCoupon holders and each of them shall be bound to give effect to itaccordingly.  The passing of such aresolution shall be conclusive evidence that the circumstances justify itsbeing passed.  The relevant Issuer (oreach of them, as the case may be) shall give notice of the passing of anExtraordinary Resolution to Noteholders within 14 days but failure to do soshall not invalidate the resolution.

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**Minutes**

30.                           Minutes shall be made of all resolutions andproceedings at every meeting and, if purporting to be signed by the chairman ofthat meeting or of the next succeeding meeting, shall be conclusive evidence ofthe matters in them.  Until the contraryis proved every meeting for which minutes have been so made and signed shall bedeemed to have been duly convened and held and all resolutions passed orproceedings transacted at it to have been duly passed and transacted.

31.                           The holder of a Global Note shall (unlesssuch Global Note represents only one Note) be treated as two persons for thepurposes of any quorum requirements of a meeting of Noteholders.

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**SCHEDULE 11**

**Forms OfExercise Notice For Redemption Option**

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED(as Issuer)(ABN 11 005 357 522)ANZ NATIONAL BANK LIMITED(as Issuer and Guarantor of Notes issued by ANZ National (Int’l) Limited)ANZ NATIONAL (INT’L) LIMITED(as Issuer)**

**U.S.$45,000,000,000Euro Medium Term Note Programme**

**Issuer [****·]**

**SeriesNo. [****·]**

By depositing this dulycompleted Notice with any Paying Agent or Transfer Agent for the Notes of theabove Series (the “**Notes**”) theundersigned holder of such of the Notes as are, or are represented by theCertificate that is, surrendered with this Notice and referred to belowirrevocably exercises its option to have such Notes, or the principal amount ofNotes specified below redeemed on [·]under Condition 6(e) of the Notes.

This Notice relates toNotes in the aggregate principal amount of [·],in the case of Definitive Notes bearing the following certificate numbers: [·]

If the Notes (or theCertificate representing them) to which this Notice relates are to be returned,or, in the case of a partial exercise of an option in respect of a singleholding of Registered Notes, a new Certificate representing the balance of suchholding in respect of which no option has been exercised is to be issued, totheir holder, they should be returned by post to: [·](1)

**Payment Instructions**

Please make payment inrespect of the above Notes as follows:

*(a) by [currency] chequedrawn on a bank in [the Principal Financial Centre of the currency](2)and mailed to the *[aboveaddress/address of the holder appearing in the Register].

*(b) by transfer to thefollowing [currency] account:

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(1)          The Agency Agreement provides that Notes orCertificates so returned or Certificates issued will be sent by post, uninsuredand at the risk of the Noteholder, unless the Noteholder otherwise requests andpays the costs of such insurance in advance to the relevant Agent.  This section need only be completed, inrespect of Registered Notes if the Certificate is not to be forwarded to theRegistered Address.  

*                 Delete as appropriate

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Bank:

Branch Address:

Branch Code:

Account Number:

Account Name:

Signature of holder:                                                             Certifyingsignature(3):

[To be completed byrecipient Paying Agent or Transfer Agent]

Received by:

[Signature and stamp of PayingAgent or Transfer Agent](3)

At its office at: [·]

On: [·]

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(2)          Orin the case of euro, any city in the European Union.

(3)          Thesignature of any person relating to Registered Notes shall conform to a list ofduly authorised specimen signatures supplied by the holder of such Notes or (ifsuch signature corresponds with the name as it appears on the face of theCertificate) be certified by a notary public or a recognised bank or besupported by such other evidence as a Transfer Agent may reasonably require.  A representative of the holder should statethe capacity in which he signs.

This Exercise Notice is not valid unless all of the paragraphsrequiring completion are duly completed.

The Agent with whom the above Notes or Certificates are deposited shallnot in any circumstances be liable to the depositing Noteholder or any otherperson for any loss or damage arising from any act, default or omission of suchAgent in relation to the Notes. Certificates or any of them unless such loss or damage was caused by thefraud or negligence of such Agent or its directors, officers or employees.

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**SCHEDULE 12**

**REGULATIONSCONCERNING THE TRANSFER AND REGISTRATION OF REGISTERED NOTES**

These provisions areapplicable separately to each Series of Notes.

1.                                 EachCertificate shall represent an integral number of Registered Notes.

2.                                 Unlessotherwise requested by him and agreed by the relevant Issuer and, whereapplicable, the Guarantor and save as provided in the Conditions, each holderof more than one Registered Note shall be entitled to receive only oneCertificate in respect of his holding.

3.                                 Unlessotherwise requested by them and agreed by the relevant Issuer and, whereapplicable, the Guarantor, and save as provided in the Conditions, the jointholders of one or more Registered Notes shall be entitled to receive only oneCertificate in respect of their joint holding which shall, except where theyotherwise direct, be delivered to the joint holder whose name appears first inthe register of the holders of Registered Notes in respect of the jointholding.  All references to “**holder**”, “**transferor**” and“**transferee**” shall include jointholders, transferors and transferees.

4.                                 Theexecutors or administrators of a deceased holder of Registered Notes (not beingone of several joint holders) and, in the case of the death of one or morejoint holders, the survivor or survivors of such joint holders shall be theonly persons recognised by the relevant Issuer as having any title to suchRegistered Notes.

5.                                 Anyperson becoming entitled to Registered Notes in consequence of the death orbankruptcy of the holder of such Registered Notes may, upon producing suchevidence that he holds the position in respect of which he proposes to actunder this paragraph or of his title as the Transfer Agent or the Registrarshall require (including legal opinions), be registered himself as the holderof such Registered Notes or, subject to the preceding paragraphs as totransfer, may transfer such Registered Notes. The relevant Issuer, the Guarantor (if applicable), the Transfer Agentsand the Registrar may retain any amount payable upon the Registered Notes towhich any person is so entitled until such person shall be so registered orshall duly transfer the Registered Notes.

6.                                 Uponthe initial presentation of a Certificate representing Registered Notes to betransferred or in respect of which an option is to be exercised or any otherNoteholders right to be demanded or exercised, the Transfer Agent or theRegistrar to whom such Note is presented shall request reasonable evidence asto the identity of the person (the “**Presentor**”) whohas executed the form of transfer on the Certificate or other accompanyingnotice or documentation, as the case may be, if such signature does not conformto any list of duly authorised specimen signatures supplied by the registeredholder.  If the signature correspondswith the name of the registered holder, such evidence may take the form of acertifying signature by a notary public or a recognised bank.  If the Presentor is not the registered holderor is not one of the persons included on any list of duly authorised personssupplied by the registered holder, the Transfer 

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Agent or Registrarshall require reasonable evidence (which may include legal opinions) of the authorityof the Presentor to act on behalf of, or in substitution for, the registeredholder in relation to such Registered Notes.

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**SCHEDULE 13**

**AccountholderCertificate Of Non-U.S. Citizenship and Residency**

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED(as Issuer)(ABN 11 005 357 522)ANZ NATIONAL BANK LIMITED(as Issuer and Guarantor of Notes issued by ANZ National (Int’l) Limited)ANZ NATIONAL (INT’L) LIMITED(as Issuer)**

**U.S.$45,000,000,000Euro Medium Term Note Programme**

**(the**“**Securities**”**)**

This is to certify thatas of the date hereof, and except as set forth below, the above-captionedSecurities held by you for our account (i) are owned by person(s) that are notcitizens or residents of the United States, domestic partnerships, domesticcorporations or any estate or trust the income of which is subject to UnitedStates federal income tax regardless of its source (“**UnitedStates person(s)**”), (ii) are owned by United States person(s) that(A) are the foreign branches of United States financial institutions (asdefined in U.S. Treasury Regulations §1.165-12(c)(l)(v)) (“**financialinstitutions**”) purchasing for their own account or for resale, or(B) acquired the Securities through foreign branches of United States financialinstitutions and who hold the Securities through such United States financialinstitutions on the date hereof (and in either case (A) or (B), each suchUnited States financial institution hereby agrees, on its own behalf or throughits agent, that you may advise the Issuer or the Issuer’s agent that it willcomply with the requirements of §.165(j)(3)(A), (B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or (iii) areowned by United States or foreign financial institution(s) for purposes ofresale during the restricted period (as defined in U.S. Treasury Regulations§.1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is aUnited States or foreign financial institution described in clause (iii) above(whether or not also described in clause (i) or (ii)) this is further tocertify that such financial institution has not acquired the Securities forpurposes of resale directly or indirectly to a United States person or to aperson within the United States or its possessions.

If the Securities are ofthe category contemplated in Section 230.903(c)(3) of Regulation S underthe United States Securities Act of 1933, as amended (the “**Act**”)then this is also to certify that, except as set forth below, the Securitiesare beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) whopurchased the Securities in transactions which did not require registrationunder the Act. As used in this paragraph the term “**U.S. person**”has the meaning given to it by Regulation S under the Act.

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As used herein, “**United States**” means the United States of America (includingthe States and the District of Columbia); and its “**possessions**” include Puerto Rico, the U.S. Virgin Islands,Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to adviseyou promptly by tested telex on or prior to the [proposed date for exchange ofthe Temporary Global Note/relevant Interest Payment Date in respect of theTemporary Global Note] to which this certificate relates if any applicablestatement herein is not correct on such date, and in the absence of any suchnotification it may be assumed that this certification applies as of such date.

This certificationexcepts and does not relate to [·]in principal amount of such Securities in respect of which we are not able tocertify and as to which we understand exchange and delivery of definitiveSecurities (or, if relevant, exercise of any rights or collection of anyinterest) cannot be made until we do so certify.

We understand that thiscertificate is required in connection with certain tax laws and, if applicable,certain securities laws of the United States. In connection therewith, if administrative or legal proceedings arecommenced or threatened in connection with which this certificate is or wouldbe relevant, we irrevocably authorise you to produce this certificate to anyinterested party in such proceedings.

Dated: [·]

The account holder, as,or as agent for, the beneficial owner(s) of the Securities to which thisCertificate applies.
| By: |   |   |
|-----|--------|--------|

 

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**SCHEDULE 14**

**ClearingSystem Certificate Of Non-U.S. Citizenship And Residency**

**AUSTRALIAAND NEW ZEALAND BANKING GROUP LIMITED(as Issuer)(ABN 11 005 357 522)ANZ NATIONAL BANK LIMITED(as Issuer and Guarantor of Notes issued by ANZ National (Int’l) Limited)ANZ NATIONAL (INT’L) LIMITED(as Issuer)**

**U.S.$45,000,000,000Euro Medium Term Note Programme**

**(the**“**Securities**”**)**

This is to certify that,based solely on certifications we have received in writing, by tested telex orby electronic transmission from member organisations appearing in our recordsas persons being entitled to a portion of the principal amount set forth below(our “**Member Organisations**”) substantially tothe effect set forth in the Agency Agreement, as of the date hereof, [•] principal amount of theabove-captioned Securities (i) is owned by persons that are not citizens orresidents of the United States, domestic partnerships, domestic corporations orany estate or trust the income of which is subject to United States federalincome tax on a net basis in respect of income or gain, or a trust that accountwithin the United States can exercise primary supervision over and that onemore United States persons has the authority to control all substantialdecisions of (“**United States persons**”), (ii) isowned by United States persons that (a) are foreign branches of United Statesfinancial institutions (as defined in U.S. Treasury Regulations§.1.165-12(c)(I)(v) (“**financial institutions**”)purchasing for their own account or for resale, or (b) acquired the Securitiesthrough foreign branches of United States financial institutions and who holdthe Securities through such United States financial institutions on the datehereof (and in either case (a) or (b), each such United States financialinstitution has agreed, on its own behalf or through its agent, that we mayadvise the Issuer or the Issuer’s agent that it will comply with therequirements of §.165(j)(3)(A), (B) or (C) of the Internal Revenue Code of1986, as amended, and the regulations thereunder), or (iii) is owned by UnitedStates or foreign financial institutions for purposes of resale during therestricted period (as defined in U.S. Treasury Regulations§.1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States orforeign financial institutions described in clause (iii) above (whether or notalso described in clause (i) or (ii)) have certified that they have notacquired the Securities for purposes of resale directly or indirectly to aUnited States person or to a person within the United States or itspossessions.

If the Securities are ofa category contemplated in Section 230.903(c)(3) of Regulation S under theUnited States Securities Act of 1933, as amended (the “**Act**”)then this is also to certify with respect to such principal amount ofSecurities set forth above that, except as set forth below, we have received inwriting, by tested telex or by electronic transmission, from 

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our Member Organisationsentitled to a portion of such principal amount, certifications with respect tosuch portion, substantially to the effect set forth in the Agency Agreement.

We further certify (i)that we are not making available herewith for exchange (or, if relevant,exercise of any rights or collection of any interest in respect of) the GlobalSecurity excepted in such certifications and (ii) that as of the date hereof wehave not received any notification from any of our Member Organisations to theeffect that the statements made by such Member

Organisations withrespect to any portion of the part submitted herewith for exchange (or, ifrelevant, exercise of any rights or collection of any interest) are no longertrue and cannot be relied upon as at the date hereof.

We understand that thiscertification is required in connection with certain tax laws and, ifapplicable, certain securities laws of the United States.  In connection therewith, if administrative orlegal proceeds are commenced or threatened in connection with which this certificationis or would be relevant, we irrevocably authorise you to produce thiscertification to any interested party in such proceedings.

Date: [·]*

Yours faithfully

**[EUROCLEAR BANK S.A./N.V.**

as Operator of theEuroclear System]

or

**[CLEARSTREAM BANKING, SOCIÉTÉANONYME]**

By:

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*[Not earlier than theExchange Date as defined in the Temporary Global Note.]

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