REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 13

MacquarieAnnouncement

15/06/2016 07:05

- Part 13: For the preceding part double click  ID:nRSO2097Bl 

deposits or other liabilities of its subsidiary, Macquarie Bank Limited.
 Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Group
Limited. 
 
The following seven paragraphs apply to Debt Instruments, which are specified in the relevant Pricing Supplement as being
issued with the benefit of both the Agency Agreement and the Master Deed of Covenant. 
 
The Debt Instruments are issued with the benefit (to the extent applicable) of an amended and restated agency agreement (as
amended, restated or supplemented from time to time) ("Agency Agreement") dated on or about 7 July 2011 between Macquarie
Group Limited ("Issuer" or "MGL") and Deutsche Bank AG, London Branch in its capacity as an issuing and paying agent ("I&P
Agent" and "Paying Agent", which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity
as such) and Deutsche Bank AG, Hong Kong Branch as CMU lodging agent ("CMU Lodging Agent", which expression shall include
any successor to Deutsche Bank AG, Hong Kong Branch in its capacity as such). 
 
The expression "Agents" shall include each I&P Agent, CMU Lodging Agent and any transfer agent ("Transfer Agent"), and any
registrar ("Registrar") and any other paying agents subsequently appointed ("Paying Agents"), successors thereto in such
capacity and any additional or substitute agents appointed to MGL's Debt Instrument Programme ("Programme") from time to
time.  The Debt Instrument Holders (as defined in Condition 2.3 below, which expression includes, unless the contrary
intention appears, the holders of the coupons ("Coupons") (if any) appertaining to interest-bearing Debt Instruments in
bearer form ("Couponholders") and the holders of talons ("Talons") (if any) for further coupons attached to such Debt
Instruments ("Talonholders")) are entitled to the benefit of, are bound by, and are deemed to have notice of all the
provisions of the Agency Agreement applicable to them. 
 
The Pricing Supplement for this Debt Instrument is attached to this Debt Instrument or endorsed on this Debt Instrument,
specifies the Issuer and the type of Debt Instrument and supplements these Conditions and may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify
these Conditions for the purposes of this Debt Instrument.  References in these Conditions to the "relevant Pricing
Supplement" are to the Pricing Supplement setting out the final terms of this Debt Instrument which is attached to,
endorsed on, or otherwise applicable to this Debt Instrument. 
 
As used in these Conditions, "Series" means each original issue of Debt Instruments together with any further issues
expressed to form a single Series with the original issue and the terms of which (save for the issue or deposit date
("Issue Date")), the date from which interest accrues ("Interest Commencement Date"), the issue price of the Debt
Instruments ("Issue Price") and the amount of the first interest payment (if any) (as specified in the relevant Pricing
Supplement)) are identical (including whether or not the Debt Instruments are listed).  However, the Pricing Supplement for
this Debt Instrument may provide that a particular Tranche will not become fungible with Debt Instruments of another
Tranche or Tranches forming part of the same Series until the time specified in the Pricing Supplement. As used in these
Conditions, "Tranche" means all Debt Instruments of the same Series with the same Issue Date and Interest Commencement
Date. 
 
For the purposes of these Conditions (other than in relation to the determination of interest and other amounts payable in
respect of the Debt Instruments) a reference to the I&P Agent shall, with respect to Debt Instruments held through the
Central Moneymarkets Unit Service ("CMU Service"), be deemed to be a reference to the CMU Lodging Agent, and all such
references shall be construed accordingly. 
 
All references in these Conditions to Debt Instruments, Coupons and Talons must be read and construed as references to the
Debt Instruments, Coupons and Talons of a particular Series. 
 
Words and expressions defined in the Agency Agreement or used in the relevant Pricing Supplement shall have the same
meanings where used in these Conditions unless the contrary intention appears. 
 
Copies of the Agency Agreement and the Pricing Supplement applicable to this Debt Instrument are obtainable from and,
available for inspection during normal business hours at, the specified office of each I&P Agent and the other Paying
Agents.  The Debt Instrument Holders and the Couponholders are deemed to have notice of, and are entitled to the benefit
of, all the provisions of the Agency Agreement and the Pricing Supplement which are applicable to them. 
 
1              Form and Denomination 
 
1.1          General 
 
References in these Conditions to "Debt Instruments" are references to the type of Debt Instrument specified in the
relevant Pricing Supplement.  For the avoidance of doubt, where certain Conditions are expressed to only apply to certain
types of Debt Instrument, such Conditions only apply to that type of Debt Instrument as specified in the relevant Pricing
Supplement and do not apply to other types of Debt Instrument. 
 
Debt Instruments are issued in bearer form ("Bearer Debt Instruments") and/or in registered form ("Registered Debt
Instruments"), as specified in the relevant Pricing Supplement.  In these Conditions and unless the contrary intention
appears, references to "Debt Instruments" are to Bearer Debt Instruments and Registered Debt Instruments. 
 
Prior to the issue of any Registered Debt Instruments (as defined below), the Issuer will appoint a Registrar. 
 
1.2          Type of Debt Instruments 
 
Each Debt Instrument may be a Fixed Rate Debt Instrument, a Floating Rate Debt Instrument, a Zero Coupon Debt Instrument,
an Indexed Interest Debt Instrument, an Indexed Redemption Amount Debt Instrument ("Indexed Redemption Amount Debt
Instrument") or a Partly Paid Debt Instrument or a combination of any of the foregoing, as specified in the relevant
Pricing Supplement. 
 
1.3          Form of Bearer Debt Instruments 
 
Unless otherwise specified in the relevant Pricing Supplement, interest-bearing Bearer Debt Instruments in definitive form
will be serially numbered and issued with Coupons (and where appropriate, a Talon) attached, other than in the case of Debt
Instruments which do not carry an entitlement to periodic payment of interest prior to the redemption date of such Debt
Instruments and which are issued at a discount to their face value ("Zero Coupon Debt Instruments") (in which case
references to interest (other than in relation to interest due after the redemption date), Coupons and Talons in these
Conditions are not applicable).  On or after the date on which all the Coupons attached to, or issued in respect of, any
Bearer Debt Instrument which was issued with a Talon have matured, a coupon sheet comprising further Coupons (other than
Coupons which would be void) and, if applicable, one further Talon, will be issued against presentation of the relevant
Talon at the specified office of any Agent in accordance with Condition 7.1.6. 
 
1.4          Form of Registered Debt Instruments 
 
Registered Debt Instruments are constituted by the Deed of Covenant specified in the relevant Pricing Supplement.  Copies
of the Deed of Covenant are available for inspection at the office of the Registrar.  Debt Instrument Holders of such
Registered Debt Instruments are entitled to the benefit of, are bound by, and are deemed to have notice of all the
provisions of the Deed of Covenant. 
 
Unless otherwise specified in the relevant Pricing Supplement, where Debt Instruments are issued in registered form, no
certificate or other evidence of title will be issued unless the Issuer determines that certificates should be available or
the Issuer is required to do so pursuant to any applicable law or regulation.  Each certificate represents a holding of one
or more such Debt Instruments by the same Debt Instrument Holder. 
 
1.5          Denomination 
 
Debt Instruments will be in the denomination or denominations specified in the relevant Pricing Supplement or integral
multiples thereof ("Specified Denomination").  Bearer Debt Instruments of one denomination may not be exchanged for Bearer
Debt Instruments of another denomination. 
 
1.6          Currency of Debt Instruments 
 
Subject to compliance with all applicable legal and/or regulatory requirements, Debt Instruments may be denominated in the
lawful currency of the Commonwealth of Australia ("Australian Dollars" or "A$"), the lawful currency of the United States
of America ("U.S. Dollars" or "U.S.$"), the lawful currency of Japan ("Yen"), the lawful currency of the United Kingdom
("Sterling"), the single currency introduced at the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Communities, as amended by the Treaty on European Union ("Euro"), the lawful currency of
the People's Republic of China ("Renminbi" or "RMB") or in any other currency or currencies specified in the relevant
Pricing Supplement ("Specified Currency"). 
 
2              Title 
 
2.1          Title to Bearer Debt Instruments, Coupons and Talons 
 
Title to Bearer Debt Instruments, Coupons and Talons passes by delivery. 
 
2.2          Title to Registered Debt Instruments 
 
Title to Registered Debt Instruments passes by registration in the register ("Register") which the Issuer shall procure to
be kept by the Registrar in accordance with the provisions of the Agency Agreement. 
 
2.3          Title - general 
 
In these Conditions, subject as provided below, "Debt Instrument Holder" means: 
 
(a)           (in relation to a Debt Instrument, Coupon or Talon) the bearer of any Bearer Debt Instrument, Coupon or Talon
(as the case may be); or 
 
(b)          the person in whose name a Registered Debt Instrument is registered, as the case may be. 
 
A Debt Instrument Holder will (except as otherwise required by applicable law or regulatory requirement) be treated as its
absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any
interest in it, any writing on it, or its theft or loss or any express or constructive notice of any claim by any other
person of any interest therein other than, in the case of a Registered Debt Instrument, a duly executed transfer of such
Debt Instrument) and no person will be liable for so treating the Debt Instrument Holder. 
 
3              Exchanges of Bearer Debt Instruments for Registered Debt Instruments and transfers of Registered Debt
Instruments 
 
3.1          Exchange of Bearer Debt Instruments 
 
Subject to Condition 3.6, Bearer Debt Instruments may, if so specified in the relevant Pricing Supplement, be exchanged for
the same aggregate principal amount of Registered Debt Instruments at the request in writing of the relevant Debt
Instrument Holders and upon surrender of the Bearer Debt Instrument to be exchanged together with all unmatured Coupons and
Talons relating to it (if any) at the specified office of the Registrar or the specified office of the Transfer Agent. 
Without limiting the previous sentence, the relevant Pricing Supplement may specify that Bearer Debt Instruments may be
exchanged for Registered Debt Instruments only with the prior written approval of the Issuer or such other or additional
persons as are specified in such Pricing Supplement.  Where, however, a Bearer Debt Instrument is surrendered for exchange
after the Record Date (as defined in Condition 7.2.2) for any payment of interest, the Coupon in respect of that payment of
interest need not be surrendered with it.  Registered Debt Instruments may not be exchanged for Bearer Debt Instruments. 
 
3.2          Transfer of Registered Debt Instruments 
 
A Registered Debt Instrument may be transferred in whole but not in part upon the surrender of the relevant certificate by
which such Registered Debt Instrument is represented (if the Debt Instrument is certificated), together with the form of
transfer endorsed on it duly completed and executed, at the specified office of the Registrar or the specified office of
the Transfer Agent.  In the case of a certificated Debt Instrument, a new certificate will be issued to the transferee and
in the case of a transfer of a Registered Debt Instrument which forms part only of a holding represented by a certificate,
a new certificate in respect of the balance not transferred will be issued to the transferor. 
 
Bearer Debt Instruments will not be exchanged for Registered Debt Instruments nor will Registered Debt Instruments be
transferred if the exchangee or transferee is an Australian resident, or a non-Australian resident that holds the Debt
Instruments in carrying on business in Australia at or through a permanent establishment of the exchangee or transferee in
Australia and fails to provide a tax file number ("TFN"), Australian Business Number ("ABN"), or evidence that the
exchangee or transferee (as the case may be) is not required to provide a TFN or ABN. 
 
The forms of exchange and transfer will require the exchangee or transferee (as the case may be) to certify whether or not
such person is an Australian resident, or a non-Australian resident that holds the Debt Instruments in carrying on business
in Australia at or through a permanent establishment of the exchangee or transferee in Australia and, if so, the transferee
may provide a TFN or ABN or evidence that such person is not required to provide a TFN or ABN. 
 
3.3          Partial redemption or exercise of options in respect of Registered Debt Instruments 
 
In the case of a partial redemption of a holding of Registered Debt Instruments represented by a single certificate or a
partial exercise of the Issuer's or Debt Instrument Holders' option to redeem in respect of a holding of Registered Debt
Instruments represented by a single certificate, a new certificate will be issued to the Debt Instrument Holder in respect
of the balance of the holding not redeemed or in respect of which the relevant option has not been exercised.  In the case
of a partial exercise of an option resulting in Registered Debt Instruments of the same holding having different terms,
separate certificates shall be issued in respect of those Debt Instruments of that holding that have the same terms.  New
certificates shall only be issued against surrender of the existing certificates to the Registrar or the Transfer Agent. 
 
3.4          Delivery of new certificates representing Registered Debt Instruments 
 
In the case of certificated Registered Debt Instruments, each new certificate to be issued upon exchange of Bearer Debt
Instruments or transfer of Registered Debt Instruments will, within three Business Days (in the place of the specified
office of the Registrar and the specified office of the Transfer Agent) of receipt of such request for exchange or form of
transfer, be available for delivery at the specified office of the Registrar and the specified office of the Transfer
Agent, or be mailed at the risk of the Debt Instrument Holder entitled to the Registered Debt Instrument, to such address
as may be specified in such request or form of transfer. 
 
3.5          Exchange free of charge 
 
Registration of Debt Instruments on exchange of Bearer Debt Instruments for Registered Debt Instruments or transfer of
Registered Debt Instruments will be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer
Agent (other than any insurance charges or any expenses of delivery (if applicable) by other than regular mail), but upon
payment of (or the giving of such indemnity as the Registrar or the Transfer Agent may require in respect of) any tax or
other governmental charges which may be imposed in relation to it. 
 
3.6          Closed periods 
 
No Debt Instrument Holder may require the transfer of a Registered Debt Instrument to be registered or a Bearer Debt
Instrument to be exchanged for a Registered Debt Instrument: 
 
(a)           during the period of 15 days ending on the due date for any payment of principal or redemption amount on that
Debt Instrument; 
 
(b)          during the period of 15 days before any drawing of Debt Instruments for redemption under Condition 6.2; or 
 
(c)           after any such Debt Instrument has been drawn for redemption in whole or in part. 
 
4              Status and Negative Pledge 
 
4.1          Status 
 
The Debt Instruments and Coupons are direct and unsecured obligations of the Issuer and rank pari passu without any
preference among themselves.  Debt Instruments of a Series may be either: 
 
(a)           subordinated ("Subordinated Debt Instruments"); or 
 
(b)          unsubordinated ("Unsubordinated Debt Instruments"). 
 
MGL is not an ADI for the purposes of the Banking Act, and its obligations do not represent deposits or other liabilities
of its subsidiary, Macquarie Bank Limited.  Macquarie Bank Limited does not guarantee or otherwise provide assurance in
respect of the obligations of MGL. 
 
4.2          Status of Subordinated Debt Instruments 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 4.2
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 4.2 will be set out in the relevant Pricing Supplement. 
 
(a)           Subordinated Debt Instruments and Coupons rank pari passu with all other unsecured Subordinated Indebtedness
(as defined in paragraph (c) below) of the Issuer, except liabilities mandatorily preferred by law. 
 
(b)          The rights and claims of the Debt Instrument Holders are, in a Winding-Up (as defined in paragraph (c) below)
of the Issuer, subordinated to the claims of Senior Creditors (as defined in paragraph (c) below) of the Issuer and prior
to the commencement of a Winding-Up of the Issuer: 
 
(i)            the obligations of the Issuer to make payments of the principal, redemption amount, interest or other
amounts in respect of the Subordinated Debt Instruments and all other amounts owing in relation to the Subordinated Debt
Instruments shall be conditional upon the Issuer being solvent at the time the payments and other amounts owing fall due;
and 
 
(ii)           no payment of principal, redemption amount, interest or any other amount shall be made in respect of the
Subordinated Debt Instruments, except to the extent that the Issuer may make such payment and still be solvent immediately
thereafter. 
 
For the purposes of this paragraph, the Issuer shall be considered solvent if: 
 
(A)         it is able to pay its debts as they fall due; and 
 
(B)         its Assets (as defined in paragraph (c) below) exceed its Liabilities (as defined in paragraph (c) below). 
 
A certificate as to whether the Issuer is solvent signed by two authorised signatories of the Issuer or, if the Issuer is
being wound up, its liquidator, shall be prima facie evidence of the information contained in that certificate.  In the
absence of such a certificate, a Debt Instrument Holder shall be entitled to assume (unless the contrary is proved) that
the Issuer is and will after any payment aforesaid be solvent. 
 
For the avoidance of any doubt, any amount not paid as a consequence of this Condition 4.2(b) accumulates without
compounding and remains a debt owing to the Debt Instrument Holder by the Issuer until it is paid and shall be payable on
the first date on which sub-paragraphs (i) and (ii) of this Condition 4(b) would not apply (whether or not such date is
otherwise a payment date). 
 
The obligation of the Issuer prior to the commencement of a Winding-Up of the Issuer to make payments when due in respect
of the Subordinated Debt Instruments is conditional upon the Issuer being solvent immediately before and after payment by
the Issuer. 
 
(c)           For the purposes of this Condition 4.2, the following terms shall have the following meanings: 
 
"Assets" means the total consolidated gross assets of the Issuer as shown by the latest published audited accounts of the
Issuer but adjusted for events subsequent to the date of such accounts in such manner and to such extent as the directors,
the auditors to the Issuer or, as the case may be, the liquidator of the Issuer may determine to be appropriate; 
 
"Liabilities" means the total consolidated gross liabilities of the Issuer as shown by its latest published audited
accounts but adjusted for events subsequent to the date of such accounts in such manner and to such extent as the
directors, the auditors to the Issuer or, as the case may be, the liquidator of the Issuer may determine to be
appropriate; 
 
"Senior Creditors" means all the creditors (present and future) including depositors of the Issuer: 
 
(i)            whose claims are admitted in the Winding-Up of the Issuer; and 
 
(ii)           who are not the holders of indebtedness, the right to repayment of which by its terms is, or is expressed to
be, subordinated in a Winding-Up of the Issuer to the claims by all unsubordinated creditors of the Issuer. 
 
"Subordinated Indebtedness" means any indebtedness (present and future) of the Issuer which by its terms is, or is
expressed to be, subordinated in a Winding-Up of the Issuer to the claims of its Senior Creditors; and 
 
"Winding-Up" means any procedure whereby the Issuer may be wound-up, dissolved, liquidated or cease to exist as a body
corporate whether brought or instigated by a Debt Instrument Holder or any other person, but excludes any Winding-Up which
results in there being a successor to the Issuer and the obligations under the Subordinated Debt Instruments are assumed by
that successor. 
 
(d)          On the Winding-Up of the Issuer the rights of the Debt Instrument Holders against the Issuer to recover any
sums payable in respect of such Subordinated Debt Instruments: 
 
(i)            shall be subordinate and junior in right of payment to the obligations of the Issuer to Senior Creditors, to
the intent that all such obligations to Senior Creditors shall be entitled to be paid in full before any payment shall be
paid on account of any sums payable in respect of such Subordinated Debt Instruments; and 
 
(ii)           shall rank pari passu and rateably (as to its due proportion only) with other subordinated creditors of the
Issuer in respect of Subordinated Indebtedness. 
 
(e)           On a Winding-Up of the Issuer, Debt Instrument Holders shall only be entitled to prove for any sums payable
in respect of the Subordinated Debt Instruments as a debt which is subject to and contingent upon prior payment in full of,
the Senior Creditors.  The Debt Instrument Holders waive to the fullest extent permitted by law any right to prove in any
such Winding-Up as a creditor ranking for payment in any other manner. 
 
(f)           No Debt Instrument Holder shall be entitled to set-off against any amounts due in respect of the Subordinated
Debt Instruments held by such Debt Instrument Holder any amount held by the Debt Instrument Holder to the credit of the
Issuer whether in any account, in cash or otherwise, nor any deposits with, advances to or debts of the Issuer, nor any
other amount owing by the Debt Instrument Holder to the Issuer on any account whatsoever, nor shall any Debt Instrument
Holder be entitled to effect any reduction of the amount due to such Debt Instrument Holder in respect of a Subordinated
Debt Instrument by merger of accounts or lien or the exercise of any other rights the effect of which is or may be to
reduce the amount due in respect of that Subordinated Debt Instrument in breach of these Conditions. 
 
(g)          The Issuer does not have any right to set-off against any amounts owing to it by a Debt Instrument Holder on
any account against any amount owing by the Issuer to that Debt Instrument Holder in respect of any Debt Instrument. 
 
(h)          Any payment whether voluntary or in any other circumstances received by a Debt Instrument Holder from or on
account of the Issuer (including by way of credit, set-off or otherwise howsoever) or from any liquidator, receiver,
manager or statutory manager of the Issuer in breach of this Condition or Condition 9.3, will be held by the relevant Debt
Instrument Holder in trust for and to the order of the Senior Creditors.  The trust hereby created shall be for a term
expiring on the earlier of the date on which all Senior Creditors have been paid in full or eighty years from the date of
the issue of the Subordinated Debt Instruments. 
 
4.3          Status of Unsubordinated Debt Instruments 
 
MGL is not an ADI for the purposes of the Banking Act, and its obligations do not represent deposits or other liabilities
of its subsidiary, Macquarie Bank Limited.  Macquarie Bank Limited does not guarantee or otherwise provide assurance in
respect of the obligations of MGL. 
 
Unsubordinated Debt Instruments rank at least equally with the claims of its unsecured and unsubordinated creditors, except
creditors mandatorily preferred by law. 
 
4.4          Negative Pledge 
 
So long as any of the Unsubordinated Debt Instruments remains outstanding, the Issuer will not, unless approved by an
Extraordinary Resolution, create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or
security interest ("Security Interest") upon the whole or any part of its present or future assets or revenues or those of
any of its Subsidiaries (as defined below) as security for any relevant indebtedness (as defined below) or any guarantee or
indemnity ("Guarantee") given in respect of any relevant indebtedness unless prior to or simultaneously therewith, the
Issuer either: 
 
(a)          grants or procures to be granted a Security Interest or Security Interests securing its obligations under the
Unsubordinated Debt Instruments and the relative Coupons which will result in such obligations being secured equally and
rateably in all respects so as to rank pari passu with the applicable relevant indebtedness or Guarantee; or 
 
(b)         grants or procures to be granted such other Security Interest or Security Interests in respect of its
obligations under the Unsubordinated Debt Instruments and the relative Coupons as shall be approved by an Extraordinary
Resolution. 
 
For the purposes of these Conditions, "relevant indebtedness" means any present or future indebtedness of the Issuer in the
form of, or represented by, bonds, notes, debentures, loan stock, certificates of deposit, bills of exchange, transferable
loan certificates or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any
recognised market, not being indebtedness incurred in the ordinary course of banking business. 
 
In these Conditions, "Subsidiary" has the same meaning as that provided in Section 9 of the Corporations Act. 
 
5              Interest 
 
5.1          General 
 
Debt Instruments may be either interest-bearing or non interest-bearing, as specified in the relevant Pricing Supplement. 
Interest-bearing Debt Instruments may bear interest at either a fixed rate or a floating rate.  In relation to any Tranche
of Debt Instruments, the relevant Pricing Supplement may specify actual amounts of interest payable ("Interest Amounts")
rather than, or in addition to, a rate or rates at which interest accrues. 
 
The Pricing Supplement in relation to each Tranche of interest-bearing Debt Instruments will specify which of Conditions
5.2, 5.3 and 5.4 will be applicable to the Debt Instruments.  Condition 5.5 will be applicable to each Tranche of
interest-bearing Debt Instruments save to the extent of any inconsistency with the relevant Pricing Supplement. 
 
5.2          Interest - fixed rate 
 
Each Debt Instrument in relation to which this Condition 5.2 is specified in the relevant Pricing Supplement as being
applicable ("Fixed Rate Debt Instruments") will bear interest on its nominal amount (or, if it is a Partly Paid Debt
Instrument, the amount paid up) at the fixed rate or rates per annum specified in the relevant Pricing Supplement from the
Issue Date or such other date as is specified in the relevant Pricing Supplement as being the Interest Commencement Date. 
Interest will be payable in arrear on each Interest Payment Date (as defined in Condition 5.5(a)) as determined in
accordance with the business day convention specified in the relevant Pricing Supplement ("Business Day Convention"). 
 
Interest which is required to be calculated for a period of other than a full year will be calculated on the basis of a
year of 360 days and 12 months of 30 days each or on such other basis as may be specified as the Day Count Fraction in the
relevant Pricing Supplement. 
 
The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date and,
if the first anniversary of the Interest Commencement Date is not an Interest Payment Date, will amount to the Initial
Broken Amount. 
 
If the Maturity Date is not an Interest Payment Date, interest from (and including) the preceding Interest Payment Date (or
the Interest Commencement Date, as the case may be) to (but excluding) the Maturity Date will amount to the Final Broken
Amount. 
 
"Interest Payment Date", "Initial Broken Amount" and "Final Broken Amount" have the meaning given to them in the Pricing
Supplement. 
 
5.3          Interest - floating rate and indexed rate 
 
(a)           Accrual of interest 
 
Debt Instruments in relation to which this Condition 5.3 is specified in the relevant Pricing Supplement as being
applicable ("Floating Rate Debt Instruments" or "Indexed Interest Debt Instruments" as the case may be,) will bear interest
in respect of each Interest Period (as defined in Condition 5.5(a)) at the rate or rates per annum specified in the
relevant Pricing Supplement determined in accordance with this Condition 5.3. 
 
Each Floating Rate Debt Instrument and Indexed Interest Debt Instrument will bear interest on its nominal amount (or, if it
is a Partly Paid Debt Instrument, the amount paid up) at the Interest Rate (as defined below) from the Issue Date of the
Debt Instruments or such other date as is specified in the relevant Pricing Supplement as being the Interest Commencement
Date.  Interest will be payable in arrear on each Interest Payment Date. If any Interest Payment Date in respect of a
Floating Rate Debt Instrument would otherwise fall on a day which is not a Business Day (as defined in Condition 5.7), such
Interest Payment Date shall be determined in accordance with the Business Day Convention specified in the relevant Pricing
Supplement. 
 
(b)          Interest Rate 
 
The rate of interest payable in respect of Floating Rate Debt Instruments ("Interest Rate") shall be determined by the
Calculation Agent (as defined in Condition 5.7) on the basis of (i) or (ii) below, as specified in the relevant Pricing
Supplement. 
 
(i)            ISDA Determination for Floating Rate 
 
Where ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be
determined, the Interest Rate for each Interest Period will be the relevant ISDA Rate plus or minus (as specified in the
relevant Pricing Supplement) the margin (if any) specified in the relevant Pricing Supplement ("Margin").  For the purposes
of this sub-paragraph (i), "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be
determined by the Calculation Agent for the Debt Instruments under an interest rate Swap Transaction if the Calculation
Agent for the Debt Instruments were acting as Calculation Agent for that Swap Transaction under the terms of an agreement
incorporating the ISDA Definitions and under which: 
 
(A)          the Floating Rate Option is as specified in the relevant Pricing Supplement; 
 
(B)                          the Designated Maturity is a period specified in the relevant Pricing Supplement; and 
 
(C)                          the relevant Reset Date is either: 
 
(aa)        if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the
Euro-zone inter-bank offered rate (EURIBOR) for a currency, the first day of that Interest Period; or 
 
(bb)        in any other case, as specified in the relevant Pricing Supplement; and 
 
(D)          the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count
Fraction is the Day Count Fraction. 
 
For the purposes of this sub-paragraph (i), "SwapTransaction", "Floating Rate", "Calculation Agent" (except references to
"Calculation Agent for the Debt Instruments"), "Floating Rate Option", "Designated Maturity", "Reset Date", "Period End
Date", "Spread" and "Floating Rate Day Count Fraction" have the meanings given to those terms in the 2006 ISDA Definitions
as amended and updated in the case of each Series as at the Issue Date of the first Tranche of the relevant Debt
Instruments, published by the International Swaps and Derivatives Association, Inc. ("ISDA Definitions").  "Euro-zone"
means the region comprised of member states of the European Union that adopt a single currency in accordance with the
Treaty on European Union. 
 
(ii)           Screen Rate Determination for Floating Rate Debt Instruments 
 
Where the Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Interest
Rate is to be determined, the Interest Rate for each Interest Period will, subject as provided below, be either: 
 
(A)          the offered quotation; or 
 
(B)                          the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations, 
 
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the
Relevant Screen Page as at 11.00 a.m. (London time) in the case of LIBOR or 11.00 a.m. (Brussels time) in the case of
EURIBOR or such other time as is specified in the relevant Pricing Supplement ("Relevant Time") on the Interest
Determination Date in question plus or minus (as specified in the relevant Pricing Supplement) the Margin (if any), all as
determined by the Calculation Agent.  If five or more of such offered quotations are available on the Relevant Screen Page,
the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if
there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent
for the purposes of determining the arithmetic mean (rounded as provided above) of such offered quotations. 
 
(a)           If (A) applies and no offered quotation appears on the Relevant Screen Page at the Relevant Time in the
Relevant Financial Centre on the Interest Determination Date or if (B) applies and fewer than two offered quotations appear
on the Relevant Screen Page at the Relevant Time in the Relevant Financial Centre on the Interest Determination Date,
subject as provided below, the Interest Rate shall be the arithmetic mean of the Reference Rates that each of the Reference
Banks is quoting to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date,
as determined by the Calculation Agent. 
 
(b)           If paragraph (a) above applies and the Calculation Agent determines that fewer than two Reference Banks are
making offered quotations for the Reference Rate in respect of the Specified Currency, subject as provided below, the
Interest Rate shall be the arithmetic mean of the rates per annum (expressed as a percentage) that the Calculation Agent
determines to be the rates (being the nearest equivalent to the Reference Rate) in respect of a Representative Amount of
the Specified Currency that at least two out of five leading banks selected by the Calculation Agent in the principal
financial centre of the country of the Specified Currency or, if the Specified Currency is Euro or Renminbi, in such
financial centre(s) as is/are specified in the relevant Pricing Supplement, in each case as selected by the Calculation
Agent ("Principal Financial Centre") are quoting at or about the Relevant Time on the date on which such banks would
customarily quote such rates for a period commencing on the first day of the Interest Period to which the relevant Interest
Determination Date relates for a period equivalent to the relevant Interest Period (x) to leading banks carrying on
business in Europe, or (if the relevant currency is not Euro and the Calculation Agent determines that fewer than two of
such banks are so quoting to leading banks in Europe) (y) to leading banks carrying on business in the Principal Financial
Centre. 
 
For the purposes of this sub-paragraph (ii), "Reference Rate", "Relevant Screen Page" and "Interest Determination Date"
have the meanings given to them in the relevant Pricing Supplement. 
 
(iii)          BBSW Rate Determination 
 
If BBSW Rate Determination is specified in the Pricing Supplement as the manner in which the Interest Rate is to be
determined, the Interest Rate applicable to the Floating Rate Debt Instruments for each Interest Period is the sum of the
Margin (if any) and the BBSW Rate. 
 
In this Condition, BBSW Rate means, for an Interest Period, the rate (expressed as a percentage per annum) for prime bank
eligible securities having a tenor closest to the Interest Period which is designated as the "AVG MID" on the Reuters
Screen BBSW page at approximately 10.10 am on the first day of that Interest Period. However, if such rate does not appear
on the Reuters Screen BBSW page by 10.30 am on that day, or if it does appear but the Issuer determines that there is an
obvious error in that rate, "BBSW Rate" means the rate determined by the Issuer in good faith having regard, to the extent
possible, to the comparable indices then available. The rate must be expressed as a percentage per annum and will be
rounded up, if necessary, to the next higher one ten-thousandth of a percentage point (0.0001 per cent.). 
 
(iv)         Minimum and/or Maximum Interest Rate 
 
If the relevant Pricing Supplement specifies a Minimum Interest Rate for any Interest Period then, in the event that the
Interest Rate in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is
less than such Minimum Interest Rate, the Interest Rate for such Interest Period shall be such Minimum Interest Rate. 
 
If the Pricing Supplement specifies a Maximum Interest Rate for any Interest Period then, in the event that the Interest
Rate in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than
such Maximum Interest Rate, the Interest Rate for such Interest Period shall be such Maximum Interest Rate. 
 
(v)          Fallback Interest Rate 
 
Unless otherwise specified in the relevant Pricing Supplement, if the Calculation Agent is unable to determine a rate (or,
as the case may be, the arithmetic mean of rates) in accordance with the above provisions, the Interest Rate applicable to
the Debt Instruments during the relevant Interest Period will be the Interest Rate applicable to the Debt Instruments
during the immediately preceding Interest Period (with adjustment for any change in the Margin, Maximum Interest Rate or
Minimum Interest Rate). 
 
(vi)         Rounding 
 
For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all
percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves
being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such
currency (with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen.  For
these purposes "unit" means the lowest amount of such currency that is available as legal tender in the country of such
currency. 
 
(c)           Calculation of interest amount payable 
 
The Calculation Agent will, as soon as practicable on or after determining the Interest Rate in relation to each Interest
Period, calculate the amount of interest payable for the relevant Interest Period in respect of the principal amount of
each denomination of such Debt Instruments.  The amount of interest payable will be calculated by multiplying the product
of the Interest Rate for such Interest Period and the outstanding principal amount (or, in the case of a Partly Paid Debt
Instrument, the amount paid up) by the applicable Day Count Fraction and rounding the resultant figure to the nearest unit
of the currency in which the relevant Debt Instruments are denominated or, as the case may be, in which such interest is
payable (an amount equal to or above one half of any such unit being rounded upwards). 
 
5.4          Interest - other rates 
 
Debt Instruments in relation to which this Condition 5.4 is specified in the relevant Pricing Supplement as being
applicable, will bear interest at the rate or rates calculated on the basis specified in, and be payable in the amounts and
in the manner determined in accordance with, the relevant Pricing Supplement. 
 
5.5          Interest - supplemental provisions 
 
(a)           Interest Payment Dates and Interest Periods 
 
Interest on each Debt Instrument will be payable in arrear at such intervals and on such dates as are specified in the
relevant Pricing Supplement and at the Maturity Date of such Debt Instrument (each an "Interest Payment Date").  The period
beginning on (and including) the Issue Date of a Debt Instrument (or other date specified in the relevant Pricing
Supplement as the Interest Commencement Date) and ending on (but excluding) the first Interest Payment Date, and each
period thereafter from (and including) an Interest Payment Date to (but excluding) the next following Interest Payment
Date, is referred to in these Conditions as an "Interest Period".  Where Debt Instruments are listed on a stock exchange,
the I&P Agent must notify the relevant listing authority of each Interest Period. 
 
(b)           Notification of Interest Rate, interest payable and other items 
 
The Calculation Agent will cause each Interest Rate, the amount of interest payable and each other amount, item or date, as
the case may be, determined or calculated by it to be notified to the Issuer and, in the case of Bearer Debt Instruments,
the I&P Agent or, in the case of Registered Debt Instruments, the Registrar, or where Debt Instruments are listed on a
stock exchange, the relevant listing authority and to be notified to Debt Instrument Holders in accordance with Condition
18 as soon as practicable after such determination or calculation but in any event not later than the fourth Banking Day in
the Relevant Financial Centre (as defined in Condition 5.7) thereafter.  The Calculation Agent will be entitled to amend
any such amount, item or date (or to make appropriate alternative arrangements by way of adjustment) without prior notice
in the event of the extension or abbreviation of any relevant Interest Period or calculation period and such amendment will
be notified in accordance with the previous sentence. 
 
(c)           Determination final 
 
The determination by the Calculation Agent of all amounts, items and dates falling to be determined by it pursuant to these
Conditions (including, without limitation, the Interest Rate for any Interest Period and the amount of interest payable for
any Interest Period in respect of any Debt Instrument) shall, in the absence of manifest error, be final and binding on all
parties. 
 
(d)           Accrual of interest 
 
Interest shall accrue on the outstanding principal amount of each Debt Instrument or, in the case of a Partly Paid Debt
Instrument, on the paid up principal amount of such Debt Instrument or as otherwise specified in the relevant Pricing
Supplement.  Interest will cease to accrue as from the due date for redemption of a Debt Instrument unless (except in the
case of any payment where presentation and/or surrender of the relevant Debt Instrument is not required as a precondition
of payment) upon due presentation and/or surrender of the relevant Debt Instrument, the relevant payment is not made in
which case interest will continue to accrue thereon (as well after as well as before any demand or judgment) at the rate
then applicable to the outstanding principal amount of the Debt Instruments or such other default rate (if any) as may be
specified in the relevant Pricing Supplement until the date on which, upon (except in the case where presentation and/or
surrender of the relevant Debt Instrument is not required as a precondition of payment) due presentation and/or surrender
of the relevant Debt Instrument, the relevant payment is made or, if earlier (except in the case where presentation and/or
surrender of the relevant Debt Instrument is not required as a precondition of payment), the seventh day after the date on
which, the I&P Agent or, as the case may be, the Registrar having received the funds required to make such payment, notice
of that circumstance is given to the Debt Instrument Holder in accordance with Condition 18 (except to the extent that
there is failure in the subsequent payment thereof to the relevant Debt Instrument Holder). 
 
(e)           Partly Paid Debt Instruments 
 
In the case of Debt Instruments specified in the Pricing Supplement as Partly Paid Debt Instruments ("Partly Paid Debt
Instruments") (other than Partly Paid Debt Instruments which are Zero Coupon Debt Instruments), interest will accrue as
aforesaid on the paid-up nominal amount of such Debt Instruments and otherwise as specified in the relevant Pricing
Supplement. 
 
(f)            Business Day Convention 
 
If the Business Day Convention is specified in the relevant Pricing Supplement to be: 
 
(i)            the Floating Rate Convention, such Interest Payment Date shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month, in which event: 
 
(A)          such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 
 
(B)          each subsequent Interest Payment Date shall be the last Business Day in the month which falls the number of
months or other period specified as the Interest Period in the relevant Pricing Supplement after the preceding applicable
Interest Payment Date occurred; or 
 
(ii)           the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which
is a Business Day; or 
 
(iii)          the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next
day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment
Date shall be brought forward to the immediately preceding Business Day; or 
 
(iv)                          the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to
the immediately preceding Business Day. 
 
(g)           Day Count Fraction 
 
"Day Count Fraction" means, in respect of the calculation of an amount of interest for any Interest Period: 
 
(v)          if "Actual/365" or "Actual/Actual" is specified in the relevant Pricing Supplement, the actual number of days
in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the
actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual
number of days in that portion of the Interest Period falling in a non-leap year divided by 365); 
 
(vi)         if "Actual/365 (Fixed)" is specified in the relevant Pricing Supplement, the actual number of days in the
Interest Period divided by 365; 
 
(vii)        if "Actual/360" is specified in the relevant Pricing Supplement, the actual number of days in the Interest
Period divided by 360; 
 
(viii)       if "30/360", "360/360" or "Bond Basis" is specified in the relevant Pricing Supplement, the number of days in
the Interest Period divided by 360 calculated on a formula basis as follows: 
 
 Day Count Fraction   =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                         360                                            
 
 
where: 
 
"Y1"         is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"         is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"        is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"        is the calendar month, expressed as a number, in which the day immediately following the last day included in
the Calculation Period falls; 
 
"D1"         is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31,
in which case D1 will be 30; and 
 
"D2"         is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; 
 
(ix)         if "30E/360" or "Eurobond basis" is specified in the relevant Pricing Supplement, the number of days in the
Interest Period divided by 360 calculated on a formula basis as follows: 
 
 Day Count Fraction                =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                                      360                                            
 
 
where: 
 
"Y1"         is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"         is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"        is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"        is the calendar month, expressed as a number, in which the day immediately following the last day included in
the Calculation Period falls; 
 
"D1"         is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31,
in which case D1 will be 30; and 
 
"D2"         is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless such number would be 31, in which case D2 will be 30; 
 
(x)          if "30E/360 (ISDA)" is specified hereon, the number of days in the Calculation Period divided by 360,
calculated on a formula basis as follows: 
 
 Day Count Fraction                =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                                      360                                            
 
 
where: 
 
"Y1"         is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"         is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"        is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"        is the calendar month, expressed as a number, in which the day immediately following the last day included in
the Calculation Period falls; 
 
"D1"          is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last
day of February or (ii) such number would be 31, in which case D1 will be 30; and 
 
"D2"         is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which
case D2 will be 30; 
 
(vii)         if "Australian Bond Basis" is specified in the relevant Pricing Supplement, one divided by the number of
Interest Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number
of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the
sum of: 
 
(i)           the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366;
and 
 
(ii)           the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by
365)); or 
 
(viii)        if "Actual/Actual-ICMA" is specified in the relevant Pricing Supplement: 
 
(i)             if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the
number of days in the Calculation Period divided by the product of (A) the number of days in such Determination Period and
(B) the number of Determination Periods normally ending in any year; and 
 
(ii)            if the Calculation Period is longer than one Determination Period, the sum of: 
 
(A)          the number of days in such Calculation Period falling in the Determination Period in which it begins divided
by the product of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods
normally ending in any year; and 
 
(B)          the number of days in such Calculation Period falling in the next Determination Period divided by the product
of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods normally ending in any
year, 
 
where: 
 
"Determination Period" means the period from and including a Determination Date in any year to but excluding the next
Determination Date. 
 
"Calculation Period" means the relevant period for which interest is to be calculated (from and including the first such
day to but excluding the last). 
 
5.6          Zero Coupon Debt Instruments 
 
If the amount due and payable in respect of a Zero Coupon Debt Instrument on the redemption date is not paid when due, the
Interest Rate for any such overdue principal shall be a rate per annum (expressed as a percentage) equal to the
Amortisation Yield specified in the relevant Pricing Supplement. 
 
5.7          Definitions 
 
In these Conditions unless the contrary intention appears or as otherwise specified in the relevant Pricing Supplement: 
 
"Additional Business Centre" means any city specified as such in the relevant Pricing Supplement. 
 
"Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open
for business. 
 
"Business Day" means: 
 
(a)          in the case of a Specified Currency other than Euro, U.S. Dollars or Renminbi, a day (other than a Saturday or
a Sunday) on which commercial banks and foreign exchange markets settle payments in (unless otherwise agreed between the
Issuer and the I&P Agent, in the case of a Bearer Debt Instrument, or the Registrar, in the case of a Registered Debt
Instrument) in the principal financial centre for that currency which, if the currency is Australian Dollars, shall be
Sydney; and/or 
 
(b)         in the case of U.S. Dollars, a day (other than a Saturday or a Sunday) on which commercial banks and foreign
exchange markets settle payments in New York City (unless otherwise agreed between the Issuer, each relevant Agent and
Registrar); and/or 
 
(c)          in the case of Euro, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange
markets settle payments in (unless otherwise agreed between the Issuer and the I&P Agent, in the case of a Bearer Debt
Instrument, or the Registrar, in the case of a Registered Debt Instrument) [London and] a day on which the Trans-European
Automated Real-Time Gross-Settlement Express Transfer TARGET 2 System ("TARGET 2") is operating; and/or 
 
(d)         in the case of Renminbi, a day (other than a Saturday, a Sunday or a public holiday) on which commercial banks
are generally open for business and settlement of Renminbi payments in Hong Kong or such other principal financial centre
as may be agreed from time to time by the Issuer and the relevant Dealer(s); and/or 
 
(e)          in the case of a Specified Currency and/or one or more Additional Business Centres, a day (other than a
Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in the Specified Currency in
(unless otherwise agreed between the Issuer and the I&P Agent, in the case of a Bearer Debt Instrument, or the Registrar,
in the case of a Registered Debt Instrument) in the Additional Business Centre(s) or, if no currency is specified,
generally in each of the Additional Business Centres so specified; and/or 
 
(f)          if a Debt Instrument is to be issued or paid on such Business Day, a day on which commercial banks and foreign
exchange markets settle payments in (unless otherwise agreed between the Issuer and the I&P Agent, in the case of a Bearer
Debt Instrument, or the Registrar, in the case of a Registered Debt Instrument) London and a day on which each relevant
Clearing System is operating. 
 
"Calculation Agent" means Deutsche Bank AG, London Branch and any other person appointed as calculation agent by the
Issuer. 
 
"Clearing System" means Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, société anonyme, the Central
Moneymarkets Unit Service ("CMU Service"), Austraclear Limited (ABN 94 002 060 773), as operator of the Austraclear System
("Austraclear") and/or any other clearing system specified in the relevant Pricing Supplement. 
 
"Reference Banks" means the institutions specified as such in the relevant Pricing Supplement or, if none, four major banks
selected by the Calculation Agent in the inter-bank market that is most closely connected with the Reference Rate. 
 
"Relevant Financial Centre" means the city specified as such in the relevant Pricing Supplement or, if none, the city most
closely connected with the Reference Rate in the determination of the Calculation Agent. 
 
"Representative Amount" means the amount so specified in the relevant Pricing Supplement or, if none, an amount that is
representative for a single transaction in the relevant market at the relevant time. 
 
6              Redemption and Purchase 
 
6.1          Redemption 
 
Unless previously redeemed or purchased and cancelled, each Debt Instrument will be redeemed on its Maturity Date as
specified in the relevant Pricing Supplement at its maturity redemption amount ("Maturity Redemption Amount") (which shall
be its outstanding principal amount or such other Maturity Redemption Amount as may be specified in or determined in
accordance with the relevant Pricing Supplement). 
 
6.2          Redemption at the option of the Issuer 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes 

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