PURCHASE AGREEMENT by and among WESTPAC BANKING CORPORATION (A.B.N. 33 007 457 141), and ·[Purchaser], as Purchaser, ·[Date]Purchase Agreement • March 12th, 2012 • Westpac Banking Corp • Commercial banks, nec • New York
Subject to the terms and conditions set forth in this Agreement, 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, hereby agrees to issue and sell to you, as purchaser (“Purchaser”), and you hereby agree to purchase from Westpac on the terms and subject to the provisions set forth in Exhibit A hereto, the retail medium-term notes having the terms and provisions set forth in Exhibit A hereto (the “Notes”) issued under its Retail Medium-Term Notes program (the “Program”) in a transaction 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 2, 2011 (the “Indenture” and, together with this Agreement, the “Operative Agreements”), between Westpac and Wells Fargo
