WESTPAC BANKING CORPORATIONUnderwriting Agreement • August 27th, 2009 • Westpac Banking Corp • Commercial banks, nec • New York
Westpac Banking Corporation, (A.B.N. 33 007 457 141) (the “Bank”), a company incorporated in the Commonwealth of Australia (“Australia”) under the Corporations Act 2001 of Australia (the “Corporations Act”) and registered in New South Wales, proposes to issue and sell to the several Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom each of you is acting as representative (the “Representatives”), $1,500,000,000 principal amount of its 4.200% Notes due February 27, 2015 (the “Securities”). The Securities will be issued under the Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”), between the Bank and The Bank of New York Mellon as successor to The Chase Manhattan Bank (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, to be dated as of August 27, 2009, between the Bank and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
