SELLING AGENT AGREEMENT by and among WESTPAC BANKING CORPORATION (A.B.N. 33 007 457 141), INCAPITAL LLC, as Purchasing Agent, and the other Agents named herein March , 2011Selling Agent Agreement • March 2nd, 2011 • Westpac Banking Corp • Commercial banks, nec • New York
Westpac Banking Corporation (A.B.N. 33 007 457 141) (in its capacity as issuer under this agreement, “Westpac”), 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 its Retail Medium Term Notes (the “Notes”) in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued pursuant to the Indenture, dated as of March , 2011 (the “Indenture” and, together with this Agreement, the “Operative Agreements”), between Westpac and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and each issue of Notes will constitute a separate series of debt securities of Westpac.
