**Exhibit 4.1.5**

 
|  |   |  |
|--|--------|--|

 

 

**Strictly Private& Confidential**

 

 

23 October 2003

 

 

Australia and New Zealand Banking Group Limited

Level 34

100 Queen Street

Melbourne VIC 3000

 

 

Dear Sirs,

 

**Volume underwritten capital raising forAustralia and New Zealand Banking Group Limited**

 

# **1**             Overview

# ** **

Deutsche Bank AG, Sydney Branch (ABN 13 064 165 162) and Morgan Stanley& Co. International Limited (the **Underwriters**or **we**) are pleased to confirmthe terms on which we offer to underwrite and manage the capital raising forAustralia and New Zealand Banking Group Limited (ABN 11 005 357 522) (**ANZ**)as set out in this agreement.  Theparties agree that an Underwriter may perform its obligations under thisagreement through any of its related bodies corporate.

 

ANZ wishes to raise up to a maximum amount of AUD1.2 billion, orsuch other amount as ANZ and the Underwriter agree (in each case the **UnderwrittenAmount**).

 

ANZ proposes to raise this funding by undertaking the Transaction.  The Transaction is intended to achieve acapital raising by ANZ that will qualify as Tier 1 Capital for the purposes ofthe Prudential Statements.

 

In this agreement, expressions have the meaning given to them inschedules 1 and 2.  If there is anyinconsistency between the terms of this agreement and the terms of the PurchaseAgreement, the Purchase Agreement will prevail to the extent of theinconsistency.

 

1

----

 

# **2**             Appointment of Underwriters

# ** **

## 2.1           ANZappoints the Underwriters to coordinate completion of the Transaction andunderwrite the Issue, and agrees that it will appoint affiliates of theUnderwriters as its global joint lead managers and bookrunners to manage theIssue.  The Underwriters agree tocoordinate completion of the Transaction and to underwrite the Issue on theterms and subject to the conditions of this agreement.

##  

## 2.2           TheUnderwriters may undertake any or all of the following:

##  

### (a)           arrangefor the global joint lead managers and bookrunners to the Issue to invitepersons to subscribe for Trust Securities via a bookbuild process in accordancewith the Purchase Agreement;

###  

### (b)           appointa sub-underwriter or sub-underwriters to sub-underwrite part or all of theTrust Securities (but any appointment of any sub-underwriter will not affectthe Underwriters’ liability and obligations under this agreement);

###  

### (c)           otherwisemanage the Issue of the Trust Securities via such process as the Underwritersagree with ANZ; and

###  

### (d)           anythingelse agreed between the Underwriters and ANZ.

###  

## 2.3           Theobligations of the Underwriters under this agreement are several, and not jointor joint and several.

##  

# **3**             Conditions precedent

# ** **

### (a)           Theobligations of all parties under this agreement are conditional on:

###  

#### (1)           ANZcompleting its purchase of The National Bank of New Zealand Limited from LloydsTSB Bank plc;

####  

#### (2)           APRAapproving in writing ANZ’s proposed redemption of all its outstanding TrUEPrS(being its 2 tranches of Trust Units Exchange for Preference Shares issued inSeptember 1998 and November 1998); and

####  

#### (3)           ANZissuing a notice to redeem all its outstanding TrUEPrS.

####  

### (b)           Theobligations of the Underwriters under this agreement with respect to theSecurities are conditional on:

###  

#### (1)           theterms of the Securities being:

####  

##### (A)          in thecase of Securities issued in the United States of America, on substantially theterms described in schedule 2;

#####  

##### (B)           in thecase of Securities issued in Australia, on terms and conditions, and using anOffer Management Agreement, that are substantially the same as for ANZ’s StEPStransaction; or

 

2

----

 

##### (C)           in thecase of Securities issued in any other Approved Jurisdiction, on substantiallythe terms described in schedule 2 but with such structural modificationsas the parties agree are appropriate to reflect market practice,

#####  

#### or otherwise as agreed by ANZ and theUnderwriters which agreement may not be unreasonably withheld or delayed;

####  

#### (2)           executionand delivery of the Purchase Agreement and the other Transaction Documents inform and substance reasonably satisfactory to the Underwriters and there beingno breach by any Relevant Party of, or failure by any Relevant Party to complywith, the Purchase Agreement or any other Transaction Document, or anyobligation or condition imposed on a Relevant Party by any of them;

####  

#### (3)           executionand delivery (and, to the extent applicable, lodgement and registration withany Authority) by ANZ and all other relevant parties (other than theUnderwriters) of all other documents required in connection with the Issue inform and substance reasonably satisfactory to the Underwriters; and

####  

#### (4)           theUnderwriters having received legal and tax opinions in relation to theSecurities in form and substance reasonably satisfactory to the Underwriters.

####  

# **4**             Scope of underwriting

# ** **

## 4.1           Theunderwriting will be limited to the underwriting of the Issue.

##  

## 4.2           Subjectto the terms of this agreement and the Purchase Agreement, each Underwriteragrees on request by ANZ:

##  

### (a)           to useits reasonable endeavours to procure persons to agree to purchase and pay forTrust Securities within 3 months of the date of this agreement;

###  

### (b)           to theextent that persons agree to purchase Trust Securities within 3 months ofthe date of this agreement, to subscribe and pay for those Trust Securities asdescribed in the Purchase Agreement; and

###  

### (c)           to theextent that the aggregate amount which the Underwriters are obliged to payunder paragraph (b) for Trust Securities within 3 months of the date ofthis agreement is less than the Underwritten Amount, to subscribe for additionalTrust Securities on the last day of that period of 3 months for anaggregate subscription price equal to one-half of the Shortfall Amount, at asubscription price per Trust Security that produces a yield for those TrustSecurities equal to the sum of:

###  

#### (1)           theyield of the relevant Benchmark Security; plus

####  

#### (2)           therelevant Swap Spread; plus

 

3

----

 

#### (3)           theUnderwritten Margin.

####  

## 4.3           ANZagrees and acknowledges that the underwriting contemplated by this agreement isin no way an underwriting, assurance or guarantee as to:

##  

### (a)           themanner, markets or jurisdictions in which the Underwriters will be able tooffer or sell the Trust Securities; or

###  

### (b)           thequalification of the funds raised by the Issue as Tier 1 Capital.

###  

## 4.4           EachUnderwriter must ensure that it does not acquire Trust Securities in breach ofthe Financial Sector Act or any other applicable law in fulfilling itsobligations under this agreement and must, if necessary, procure otherpurchases for the Trust Securities if an acquisition by it would breach any ofthose laws.

##  

# **5**             Fees and expenses

# ** **

## 5.1           ANZmust pay to the Underwriters an aggregate underwriting fee of 0.125% of theUnderwritten Amount on completion of the issue of the Securities on the SettlementDate.  This fee does not includeGST.  If GST is payable in respect ofthe fee, ANZ will pay an amount equal to the GST to the Underwriter promptlyafter it receives an appropriate tax invoice.

##  

## 5.2           ANZacknowledges that it will agree in the Purchase Agreement to pay the joint leadmanagers an aggregate selling fee of 1.00% of the proceeds of the Issue oncompletion of the Issue on the Settlement Date.

##  

## 5.3           ANZmust pay any amount of stamp duty or other transactional taxes (includingfines, penalties and any other related costs) payable in respect of thisagreement, the Transaction Documents or the Issue.

##  

## 5.4           AnUnderwriter may set off all amounts payable to it under this clause 5against any payment obligation owed by that Underwriter (or its related bodiescorporate or settlement nominee) to ANZ or a Relevant Party in connection withthe Issue (including an obligation to account to ANZ for proceeds received inconnection with settlement of any Issue), except that the Underwriters may notset-off more than $500,000 in aggregate without the consent of ANZ, whichconsent must not be unreasonably withheld or delayed.

##  

## 5.5           EachUnderwriter reserves the right to charge interest at the 90 day bank bill rate(as at the date the relevant amount became due and payable), expressed as apercentage per annum, plus a margin of 2% per annum, on any unpaid amount whichhas become due and payable to that Underwriter in accordance with this clause 5(calculated on a daily basis from and including the date on which the relevantamount became due and payable until but excluding the date of payment).

 

4

----

 

# **6**             Allocations

# ** **

## 6.1           TheUnderwriters, after consultation with ANZ, have the right to determine theplacements and allocations in respect of the Securities within the ApprovedJurisdictions, subject to such requirements as may be set out in the PurchaseAgreement.

##  

## 6.2           ANZacknowledges that placements and/or allocations may be on the basis ofconfirmation documentation which provides that placees will have no furtherobligation to subscribe for the relevant Trust Securities if the Underwritersproperly terminate (or it are taken to have properly terminated) theirobligations under this agreement or the Purchase Agreement before settlement ofthe relevant subscription.

##  

## 6.3           ANZacknowledges and agrees that the Underwriters will not be obliged to subscribeand pay for Trust Securities under clause 4.2 to the extent that ANZCapital Trust does not accept any application for Trust Securities that is madein accordance with the Transaction Documents, unless it does so with theagreement of the Underwriters.

##  

# **7**             Settlement

# ** **

Procedures for settlement of the Securities will be specified in thePurchase Agreement.  So far aspracticable, settlement for the Securities will be on a delivery-versus-paymentbasis and effected via a recognised clearing and settlement system forsecurities of the relevant type in the jurisdiction concerned.

 

ANZ must do, and must procure that each Relevant Party does, everythingnecessary to be done by it to comply with those procedures.

 

# **8**             Undertakings of ANZ

# ** **

ANZ agrees:

 

### (a)           to useits reasonable endeavours to procure the execution of the Transaction Documentsand the completion of the Issue, in each case on terms reasonably acceptable toitself and the Underwriters, within 45 days of the date of this agreement or,if this cannot be completed by that time, as soon as practicable after then andin any event within 3 months of the date of this agreement;

###  

### (b)           withoutlimiting paragraph (a), to not unreasonably withhold its consent to completionof the Issue after the Transaction Documents have been executed;

###  

### (c)           ifrequired by the Underwriters or otherwise in accordance with the terms of theIssue, to use its best endeavours to procure the listing or official quotation(as applicable) of the Trust Securities on the Luxembourg stock exchange;

###  

### (d)           to (orto procure that the appropriate Relevant Party does) offer and issue allSecurities in accordance with its constitution, the Banking Act, theCorporations Act, the Listing Rules or rules of any other relevant stock

 

5

----

 

### exchange, any other applicable law orregulation and any other requirement of any Authority;

###  

### (e)           to complywith all applicable law in the course of its participation in the Transactions;

###  

### (f)            ifthe Issue proceeds, to lodge or register all notices, documents andundertakings with all relevant Authorities as may be necessary or reasonablyconsidered by the Underwriters to be desirable in connection with the Issue;

###  

### (g)           tocomply with any undertaking that it or the Issuer gives to any Authority inconnection with the Issue;

###  

### (h)           to notoffer or issue Securities in breach of the ANZ StEPS or contrary to any statementsmade within the ANZ StEPS prospectus;

###  

### (i)            ifthe Issue proceeds, to comply and procure that each Relevant Party complieswith all other reasonable requirements of the Underwriters in connection withthe Issue; and

###  

### (j)            to comply and procure that eachRelevant Party complies with all its obligations specified in the PurchaseAgreement.

###  

ANZ acknowledges that each Underwriter is entering into this agreementin reliance on these undertakings.

 

# **9**             Undertakings of the Underwriters

# ** **

The Underwriters agree:

 

### (a)           to usetheir reasonable endeavours to procure the execution of the TransactionDocuments and the completion of the Issue, in each case on terms reasonablyacceptable to themselves and ANZ, within 45 days of the date of this agreementor, if this cannot be completed by that time, as soon as practicable after thenand in any event within 3 months of the date of this agreement;

###  

### (b)           withoutlimiting paragraph (a), to take such steps as ANZ may reasonably requestto assist it to obtain any approval required by either Underwriter under theFinancial Sector Act in connection with the Transaction; and

###  

### (c)           thatthey will comply with all applicable law in the course of their participationin the Transaction, and in particular that they will not offer the TrustSecurities in a manner that will cause ANZ or any Relevant Party to breach anyapplicable law or regulation.

###  

# **10**           Indemnity

# ** **

ANZ agrees it will indemnify the Underwriters and their related bodiescorporate and their respective officers, employees, advisers and agents (“**IndemnifiedParties**”) and to hold them harmless from and against all claims,demands, actions or proceedings (“**Claims**”) suffered or incurred by theIndemnified Party as a

 

6

----

 

result of or in connection with the Issue, except to the extent thatthe Claim results from:

 

### (a)           thenegligence or wilful misconduct or breach of any statutory provision, fiduciaryduty or other equitable obligation of an Indemnified Party;

###  

### (b)           anypenalty or fine which an Indemnified Party is required to pay for anycontravention by it of applicable law;

###  

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

###  

### (d)           anyannouncement, advertisement or publicity made or distributed by an IndemnifiedParty in relation to the Issue without the approval of ANZ;

###  

### (e)           abreach by an Underwriter of this agreement; or

###  

### (f)            thefailure of an Indemnified Party to take reasonable steps to mitigate the lossit might suffer by reason of the Claim.

###  

The parties agree to comply with schedule 3 in relation to any Claim orpotential Claim.

 

# **11**           Announcements and publicity

# ** **

Except to theextent required by law, each of ANZ and each Underwriter agrees that neither itnor any of its related bodies corporate will make any release or announcementor engage in publicity in relation to this agreement or any Issue without theprior approval of the other parties, which approval must not be unreasonablywithheld.

 

# **12**           Reliance on information

# ** **

To the extent permitted by law, ANZ must provide to the Underwritersany information that the Underwriters reasonably consider is required for themto complete their obligations under this agreement or the PurchaseAgreement.  ANZ agrees and acknowledgesthat the Underwriters:

 

### (a)           willuse and rely on information provided by ANZ in performing their obligationsunder this agreement without having independently verified the information; and

###  

### (b)           do notassume responsibility for the accuracy or completeness of the information orany other information on which they may rely in connection with this agreement.

###  

# **13**           Confidentiality

# ** **

A party must not disclose any information concerning the contents of,or the transactions contemplated by, this agreement, except to the extent that:

 

### (a)           thedisclosure is expressly permitted by the Purchase Agreement;

###  

### (b)           theother parties consent to the disclosure;

 

7

----

 

### (c)           theinformation is already in the public domain, unless it entered the publicdomain because of a breach of confidentiality by the party;

###  

### (d)           thedisclosure is made on a confidential basis to the party’s officers, employeesor professional advisers, and is necessary for the party’s business;

###  

### (e)           thedisclosure is necessary to comply with any applicable law, or an order of acourt or tribunal;

###  

### (f)            thedisclosure is necessary to comply with a directive or request of APRA, theAustralian Stock Exchange or the Luxembourg Stock Exchange, or a directive orrequest of any other governmental body (whether or not having the force oflaw), as long as a responsible person in a similar position would comply withthat directive or request; or

###  

### (g)           thedisclosure is necessary or desirable in relation to any discovery of documents,or any proceedings before a court, tribunal, other government agency or stockexchange.

###  

# **14**           Governing law

# ** **

This agreement is governed by and is to be construed in accordance withthe laws in force in Victoria.  Theparties submit to the non-exclusive jurisdiction of the courts exercisingjurisdiction in Victoria.

 

# **15**           Term of agreement

# ** **

This agreement starts on the date on which you accept the offer byreturning a signed copy of this letter to us and terminates on the earliest ofthe following:

 

### (a)           on theSettlement Date; and

###  

### (b)           theday that is three (3) months from the date on which you sign this agreement.

###  

The termination of this agreement is without prejudice to clauses 5 and10 to 15.  All other rights andobligations under this agreement terminate when this agreement ends.

 

Pleaseconfirm your agreement with these terms and conditions by returning a signedcopy of this letter to the person named in the schedule.  This offer is open for acceptance until12.00 noon Sydney time on the date of this letter.  If we have not received your acceptance by then the offerlapses.  If you accept the offer, thearrangements contemplated by this letter become legally binding.

 

Yours faithfully,

 

8

----

 
|                                 | )      |                       |   |
|--------------------------------------|--------|----------------------------|--------|
|                                 |   |                       |   |
| **SIGNED**  on behalf of**DEUTSCHE** | )      |                       |   |
| **BANK AG, SYDNEY BRANCH**by  its    | )      |                       |   |
| duly authorised  representatives     | )      |                       |   |
|                                 |   |                       |   |
|                                 |   |                       |   |
| /s/ M Ormaechea                      |   | /s/ G Tarrant              |   |
| Authorised  Representative           |   | Authorised  Representative |   |
|                                 |   |                       |   |
|                                 |   |                       |   |
| Michael Ormaechea                    |   | Geoff Tarrant              |   |
| Print name                           |   | Print name                 |   |
|                                 |   |                       |   |
|                                 |   |                       |   |
| **SIGNED**  on behalf of**MORGAN**   | )      |                       |   |
| **STANLEY & CO. INTERNATIONAL**  | )      |                       |   |
| **LIMITED**by  its duly authorised   | )      |                       |   |
| representatives                      | )      |                       |   |
|                                 |   |                       |   |
|                                 |   |                       |   |
|                                 |   | /s/ A McMahon              |   |
|                                 |   | Authorised  Representative |   |
|                                 |   |                       |   |
|                                 |   |                       |   |
|                                 |   | Alex McMahon               |   |
|                                 |   | Print name                 |   |

 

9

----

 

Accepted and agreed to as of the date of this agreement:

 

 
| **SIGNED**  on behalf of **AUSTRALIA** | )      |                 |   |
|----------------------------------------|--------|----------------------|--------|
| **AND NEW ZEALAND BANKING**            | )      |                 |   |
| **GROUP LIMITED**  by:                 | )      |                 |   |
|                                   |   |                 |   |
|                                   |   |                 |   |
| /s/ D Valentine                        |   | /s/ R Moscati        |   |
| Authorised Signatory                   |   | Authorised Signatory |   |
|                                   |   |                 |   |
|                                   |   |                 |   |
| David Valentine                        |   | Rick Moscati         |   |
| Print name                             |   | Print name           |   |

 

10

----

 

**Schedule 1 –Definitions and Interpretation**

 

1.     **Definitions**

 

**ANZ StEPS**mean the ANZ Stapled Exchangeable Preferred Securities.

 

**Approved Jurisdiction**means the United States of America, the United Kingdom, Europe, Australia andany other jurisdiction agreed by ANZ and the Underwriters.

 

**APRA**meansthe Australian Prudential Regulation Authority.

 

**Associates**has the same meaning as in the Financial Sector (Shareholdings) Act 1998.

 

**ASX**means the securities exchange operated by Australian Stock Exchange Limited.

 

**Authority**means:

 

### (c)           anygovernment or any governmental, semi-governmental, regulatory, fiscal orjudicial body, department, commission, authority, tribunal, agency or entity,including APRA;

###  

### (d)           anystock exchange, listing authority or similar body; or

###  

### (e)           anyself-regulatory organisation established under statute or with whoserequirements it is the practise of responsible participants in the relevantindustry or market to comply,

###  

in each case in Australia or any other Approved Jurisdiction in whichSecurities may be Issued in whole or part.

 

**Benchmark Security**means,in the case of Trust Securities denominated in United States Dollars, theapplicable US Treasury bond with a maturity that most closely matches the lastday of the primary term of the Trust Security (being the first date on whichthe holder of the Trust Security may exchange the Trust Security for ordinary sharesin ANZ under the heading “**Exchange of Trust Securities for ANZ Ordinary Shares**”in the final terms of the Trust Securities), and means with reference to anyother Trust Security, the relevant benchmark as determined by the Underwritersin accordance with market practice.

 

**Business Day**means a day that is not a Saturday, Sunday or public holiday in any ofMelbourne, Sydney or New York City.

 

**Current Margin**means:

 

(a)           in the case of ANZ StEPS, the margin to semiannual A$ swap (mid) determined in accordance with market convention, as agreedby the parties; or

 

11

----

 

(b)           in the case of the Reference Securities, themargin to the relevant Benchmark Security, converted to a margin to US$ swap(mid) determined in accordance with market convention, as agreed by theparties,

 

or, if the parties are unable to agree within 3 Business Days, asdetermined by the Underwriter.

 

**Final Date**means the later of the Settlement Date and the date referred to in clause15(b).

 

**Financial Sector Act**means the Financial Sector (Shareholdings) Act 1998 (Cth).

 

**GST**means the goods and services tax as imposedby the GST Law.

 

**GST Law**has the meaning given to that term in *A New TaxSystem (Goods and Services Tax) Act 1999*, or, if that Act does notexist for any reason, means any Act imposing or relating to the imposition oradministration of a goods and services tax in Australia and any regulation madeunder that Act.

 

**Indemnified Claim**means any Claim made against, an Indemnified Party in respect of which thatIndemnified Party has claimed a right to be indemnified by ANZ underclause 10.

 

**Indemnified Parties**is defined in clause 10.

 

**Issue**meansthe offering and/or issue of the Trust Securities and includes inviting orsoliciting applications or offers for the Trust Securities.

 

**Market Maker**means each Underwriter or any other market maker as agreed between ANZ and theUnderwriters.

 

**Prudential Statements**means APRA Guidance Note (AGN) 111.1 – Tier 1 Capital.

 

**Reference Securities**means the 5.805% CBA Capital Trust I Trust Preferred Securities the 5.819%Westpac Capital Trust III Trust Preferred Securities and the 5.62% NationalCapital Trust I Trust Preferred Securities.

 

**Relevant Party**means:

 

### (a)           ANZ;

###  

### (b)           ANZ USSub;

###  

### (c)           ANZ NZSub; and

###  

### (d)           ANZCapital Trust.

###  

**Securities**meanseach of:

 

### (a)           theANZ Preference Shares;

 

12

----

 

### (b)           theNotes;

###  

### (c)           theStapled Securities; and

###  

### (d)           theTrust Securities.

###  

**Settlement Date**meansthe date for settlement of the issue of the Securities.

 

**Shortfall Amount**meansthe amount (if any) by which the Underwritten Amount exceeds the aggregateamount payable by the Underwriters under clause 4.2(b).

 

**Swap Spread**means the difference between the yield of the Benchmark Security and the yieldof the swap rate (mid) for the jurisdiction of issue determined in accordancewith market convention, as agreed by the parties.

 

**Tier 1 Capital**hasthe meaning given to it in the Prudential Statements.

 

**Transaction**means the negotiation and execution of the Transaction Documents and the issueand purchase of the Securities as contemplated by them.

 

**Transaction Documents**means each document contemplated, or required to give effect to the matterscontemplated, by schedule 2.

 

**Underwritten Amount**isdefined in clause 1.

 

### **Underwritten Margin**means a margin (expressed as a percentage) determined by theUnderwriters equal to the greater, of:

###  

### (a)           theANZ StEPS margin, being the higher of:

###  

###### (i)            theCurrent Margin of ANZ StEPS, as determined by the Underwriters by reference tothe price of ANZ StEPS as quoted on the ASX at the close of business on the ASXon the business day prior to the issue date of the Securities, multiplied by afactor of 1.5; and

######  

#### (ii)           theCurrent Margin of ANZ StEPS, as determined by the Underwriters by reference tothe volume weighted average price of ANZ StEPS as quoted on the ASX at theclose of business on each of the 20 Business Days prior the issue date of theSecurities, multiplied by a factor of 1.5; and

####  

### (b)           theReference Securities margin, being the higher of:

###  

#### (i)            theaverage of the Current Margins of the Reference Securities, as quoted by theMarket Maker, at or about 10.00 am (New York time) on the date of issue of theSecurities multiplied by a factor of 1.5; and

####  

(ii)           the average of theCurrent Margins of the Reference Securities, as quoted by the Market Makers, ator about 10.00 am (New York time) on each of the 20 Business Days preceding theissue date of the Securities multiplied by a factor of 1.5.

 

13

----

 

2.     **Interpretation**

 

### Headingsare for convenience only, and do not affect interpretation.  The following rules also apply ininterpreting this agreement, except where the context makes it clear that a ruleis not intended to apply.

###  

### (a)           Areference to:

###  

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

####  

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

####  

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

####  

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

####  

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

####  

#### (6)           a dateor time means to that date or time in Sydney.

####  

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

###  

### (c)           A wordwhich suggests one gender includes the other genders.

###  

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

###  

### (e)           If anexample is given of anything (including a right, obligation or concept), suchas by saying it includes something else, the example does not limit the scopeof that thing.

###  

### (f)            Theword “**agreement**”includes an undertaking or other binding arrangement or understanding, whetheror not in writing.

###  

### (g)           Thewords “**Court**”,“**subsidiary**”,“**holdingcompany**” and “**related body corporate**” have the samemeanings as in the Corporations Act.

 

14

----

 

**Schedule 2 – KeyTerms of the Securities**

 

15

----

 

**Schedule 3 – ManagingClaims**

 

**1.**             ANZ Entitled to Defend orInstitute Proceedings

** **

Subject to clause 4 of this schedule, ANZ maydefend or institute in the name of an Indemnified Party legal or otherproceedings concerning an Indemnified Claim and conduct the same under the solemanagement and control of ANZ with absolute discretion as to the conduct ofthose proceedings including any decision to settle, compromise or consent tothe entry of any judgement in relation to the Indemnified Claim the subject ofthose proceedings provided that:

 

### (a)           ANZmust consult with and keep the relevant Indemnified Party informed concerningthe progress of that defence or of those legal or other proceedings and musttake account of the views of the relevant Indemnified Party so far as isreasonably practicable and must not take any steps which it would be reasonableto expect would damage the reputation of the relevant Indemnified Party withoutthe prior written consent of the relevant Indemnified Party (such consent notto be unreasonably withheld or delayed);

###  

### (b)           noadmission of liability on the part of the Indemnified Party in connection withthe Indemnified Claim may take place without the appropriate IndemnifiedParty’s prior written consent, such consent not to be unreasonably withheld ordelayed; and

###  

### (c)           theappropriate Indemnified Party has:

###  

#### (1)           theright at any time to; and

####  

#### (2)           must,if it refuses to give its prior written consent under clause 1(a) or 1(b);

####  

re-assume the defence of any IndemnifiedClaim assumed by ANZ or any other legal or other proceedings instituted by ANZin the name of the Indemnified Party in respect of an Indemnified Claim.

 

**2.**             Separate Representation

** **

Notwithstanding clause 1, where ANZ hasconduct of the proceedings relating to an Indemnified Claim in the name of anIndemnified Party, that Indemnified Party may engage its own legal counsel butthe fees and expenses of such counsel shall be at the expense of suchIndemnified Party unless:

 

### (a)           ANZand the Indemnified Party mutually agree to the contrary;

###  

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

###  

### (c)           thenamed parties in any such proceeding (including any impleaded parties) includeboth ANZ and the Indemnified Party and

 

16

----

 

### representation of both parties by the samecounsel would be inappropriate due to actual differing interests between them.

 

**3.**             Obligations of IndemnifiedParties

** **

The Indemnified Parties must:

 

### (a)           takesuch reasonable action as ANZ requests to avoid, dispute, resist, appeal, compromiseor defend any Indemnified Claim in respect of it;

###  

### (b)           notsettle or compromise any Indemnified Claim without the prior written consent ofANZ;

###  

### (c)           renderall reasonable assistance and co-operation to ANZ in the conduct of any legalor other proceedings relating to the Indemnified Claim including giving ANZ anydocuments in its possession or within its control and signing all documents,authorities and directions and making available its employees at such time andfor such periods as ANZ may reasonably require in relation to that proceeding;and

###  

### (d)           doanything reasonably necessary or desirable to ensure that ANZ is subrogated toand enjoys the benefit of the rights of the Indemnified Parties in relation toan Indemnified Claim including signing documents to assign choses in action.

###  

**4.**             Right to Assume Control ofProceedings

** **

If an Indemnified Party re-assumes thedefence of an Indemnified Claim or any other legal or other proceedingsinstituted by ANZ in the name of the Indemnified Party in respect of anIndemnified Claim under clause 1(c) of this schedule:

 

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

###  

### (b)           ANZwill not be bound by the terms of any settlement or compromise and anyindemnity given by ANZ underclause 10 will not apply in respect of any Claims that are the subject of thoseproceedings.

###  

**5.**             Conduct of Proceedings

** **

An Indemnified Party is under no obligationunder clause 3 of this schedule unless at the time ANZ requests thatIndemnified Party to take

 

17

----

 

any action, ANZ agrees to indemnify thatIndemnified Party against all costs, expenses and charged incurred by orawarded against that Indemnified Party in taking the action required, as andwhen they fall due, including legal costs and disbursements of its lawyers on afull indemnity basis.

 

18

----