Exhibit 4(ccc)

Australian and New Zealand

MTN Deed Poll

Bank of America Corporation

A$7,000,000,000 Australian and New Zealand

Medium-Term Note Program

Allens Arthur Robinson

Deutsche Bank Place

Corner Hunter and Phillip Streets

Sydney NSW 2000

Tel 61 2 9230 4000

Fax 61 2 9230 5333

www.aar.com.au

^© Copyright Allens Arthur Robinson 2008

Australian and New Zealand MTN Deed Poll

Table of Contents

Page (i)

Australian and New Zealand MTN Deed Poll

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN AND NEW ZEALAND MEDIUM-TERM NOTE PROGRAM HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THE NOTES NOR ANY INTEREST OR PARTICIPATION IN THE NOTES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

THE NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS, ARE NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

NEITHER THE NOTEHOLDERS NOR THE BENEFICIAL OWNERS OF THE NOTES SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST ON THE NOTES EXCEPT PURSUANT TO THE PROVISIONS OF THE NOTES.

Australian and New Zealand MTN Deed Poll

IT IS AGREED AND DECLARED as follows.

Definitions in the applicable Pricing Supplement and in the Terms and Conditions apply in this Deed Poll unless the context otherwise requires or the relevant term is defined in this Deed Poll.

Pricing Supplement means the pricing supplement executed by the Issuer and prepared in relation to the Notes of the relevant Tranche or Series (substantially in the form of annexure B of the Program Agreement) as a supplement, modification or replacement of the Terms and Conditions and giving details of that Tranche or Series.

Australian and New Zealand MTN Deed Poll

Program Agreement means the Program Agreement dated on or about the date of this Deed Poll between the Issuer and the Dealers named in it.

Terms and Conditions means the terms and conditions applicable to a Note set out in the schedule, as supplemented, modified or replaced by the relevant Pricing Supplement.

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

A reference to:

A reference to a specific agreement or document (including this deed) includes it as amended, novated, supplemented or replaced from time to time, except to the extent prohibited by a Program Document.

Australian and New Zealand MTN Deed Poll

References in this Deed Poll to:

In the event of an inconsistency, the provisions will prevail in the following order:

The Issuer is not authorised under the Banking Act 1959 of the Commonwealth of Australia to carry on banking business and is not subject to prudential supervision by the Australian Prudential Regulation Authority.

The Issuer is not a registered bank pursuant to the Reserve Bank of New Zealand Act 1989.

Australian and New Zealand MTN Deed Poll

Each Note must be denominated in Australian or New Zealand dollars, in such amount or amounts as set out in clause 2.2 of the Terms and Conditions and specified in the relevant Pricing Supplement.

On or before the Issue Date of a Note, the Issuer must give the relevant Registrar and the relevant Issuing and Principal Paying Agent a copy of the Pricing Supplement.

Australian and New Zealand MTN Deed Poll

This Deed Poll is a deed poll. Each Dealer and each Noteholder and any person claiming through a Noteholder has the benefit of this Deed Poll and can enforce it even though they may not be in existence at the time this Deed Poll is executed. Each Noteholder may enforce its rights under this Deed Poll independently from the relevant Registrar and each other Noteholder.

Each Noteholder and any person claiming through a Noteholder who asserts an interest in a Note is bound by this Deed Poll. Persons claiming interests in a Note must do so in accordance with the rules of any clearing or other system for the holding of such interests, or in accordance with law, and obtain the interests in a Note provided by any such system or by law.

The Notes are issued upon and subject to:

each of which are binding on the Issuer and the Noteholders and all persons claiming through or under them respectively.

Each Noteholder is taken to acknowledge that:

Australian and New Zealand MTN Deed Poll

The person whose name appears in the relevant Register will be treated by the Issuer, the relevant Issuing and Principal Paying Agent and the relevant Registrar as the absolute owner of the relevant Note. Neither the Issuer nor the relevant Registrar nor any other person is, except as required by order of a court of competent jurisdiction, or as required by law, obliged to take notice of any other claim to or in respect of any Notes.

The Issuer undertakes to ensure that a person acts at all times as registrar and issuing and principal paying agent in respect of the Notes and properly performs the functions required of a registrar and issuing and principal paying agent. The Issuer will promptly replace the relevant registrar or issuing and principal paying agent if it is not properly performing its duties.

Each Registrar and each Issuing and Principal Paying Agent has no duties or responsibilities except those expressly set out in each of the relevant Agency and Registry Agreement, the Terms and Conditions and this Deed Poll.

The Issuer agrees to its obligations as set out in the Terms and Conditions.

The Issuer undertakes to procure the production by the relevant Registrar to a Noteholder (upon request by that Noteholder) of a certified copy or, if necessary, the original, of this Deed Poll.

This Deed Poll is governed by the law in force in New South Wales. The subordination provisions contained in Condition 2.7 of the Terms and Conditions are governed by New York law.

Each person taking benefit of or bound by this Deed Poll irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts with jurisdiction in New South Wales. Each party

Australian and New Zealand MTN Deed Poll

waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction.

The Issuer appoints BA Australia Limited (ABN 50 004 617 341) to act as its process agent in New South Wales. If that person ceases to have an office in Australia, the Issuer shall ensure that there is another person appointed immediately to receive process on its behalf.

Each attorney executing this Deed Poll states that he or she has no notice of revocation or suspension of his power of attorney.

Australian and New Zealand MTN Deed Poll

Schedule

Terms and Conditions of the Notes

TERMS AND CONDITIONS OF THE NOTES

The following (other than the words in italics) are the Terms and Conditions of the Notes as supplemented, modified or replaced in relation to any Notes by the Pricing Supplement which will be applicable to a particular Tranche of Notes.

The Notes are constituted by the Deed Poll dated on or about July 12, 2007 (the Deed Poll) executed by Bank of America Corporation (the Issuer) and are issued with the benefit of the applicable Agency and Registry Agreement. Copies of the Deed Poll and each of the Agency and Registry Agreements are available for inspection:

The registered holders of Notes (the Noteholders) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions contained in the Deed Poll and the relevant Agency and Registry Agreement.

The following words have these meanings in these Terms and Conditions unless the contrary intention appears.

Additional Amounts has the meaning given in Condition 7.

Agency and Registry Agreement means either the Australian Agency and Registry Agreement or the New Zealand Agency and Registry Agreement or any other agency and registry agreement entered into by the Issuer in relation to the issue of Notes.

ATO means the Australian Taxation Office.

Austraclear means Austraclear Limited (ACN 002 060 773) or its successor or replacement from time to time.

Austraclear New Zealand means the Reserve Bank of New Zealand, or its successor or replacement from time to time, in its capacity as the operator of the Austraclear New Zealand System.

Austraclear New Zealand Regulations means the regulations known as the “Austraclear New Zealand System Rules” established by the Reserve Bank of New Zealand to govern the use of the Austraclear New Zealand System.

Austraclear New Zealand System means the system operated by the Reserve Bank of New Zealand in accordance with the Austraclear New Zealand Regulations in New Zealand for holding securities and electronic recording and settling of transactions in those securities between members of that system.

Austraclear Regulations means the regulations and operating manual of Austraclear to govern the use of the Austraclear System.

Austraclear System means the system operated by Austraclear in accordance with the Regulations.

Australian Agency and Registry Agreement means an agreement entitled Australian Agency and Registry Agreement dated on or about the date of these Terms and Conditions between the Issuer and the Australian Issuing and Paying Agent and the Australian Registrar for the issuing, paying agency and registry services on behalf of the Issuer for the Australian Notes and any other agreement for any of those services.

Australian dollars or A$ means the lawful currency of Australia from time to time.

Australian Issuing and Principal Paying Agent means BTA Institutional Services Australia Limited in its capacity as issuing and principal paying agent for the Australian Notes or any other issuing and principal paying agent specified in the relevant Pricing Supplement or any other Program Document in respect of Australian Notes.

Australian Notes means Notes denominated in Australian dollars, as specified in the applicable Pricing Supplement.

Australian Register means the register of Noteholders maintained by the Australian Registrar on behalf of the Issuer in which is entered the name and address of Noteholders whose Australian Notes are carried on that Australian Register, the amount of Australian Notes held by each Noteholder and the Tranche, Series, date of issue and transfer of those Notes and any other particulars which the Issuer sees fit.

Australian Registrar means BTA Institutional Services Australia Limited, in its capacity as registrar of the Australian Notes or such other person appointed by the Issuer to establish and maintain the Australian Register on the Issuer’s behalf from time to time.

BBSW means, in relation to an Interest Period, the rate per annum (expressed as a percentage) calculated by the Australian Issuing and Principal Paying Agent by taking the rates quoted on the Reuters Screen BBSW Page at approximately 10:10am, Sydney time, on the first day of that Interest Period for at least five banks quoting on that page, as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters Screen BBSW page) having a tenor equal to or closest approximating the Interest Period, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates.

If in respect of the first day of an Interest Period, fewer than five banks have quoted rates on the Reuters BBSW Page, the rate for that Interest Period shall be calculated as above by taking the rates otherwise quoted by five banks on application by the Australian Issuing and Principal Paying Agent for such a bill of the same tenor. If in respect of the first day of an Interest Period, the rate for that Interest Period cannot be determined in accordance with the foregoing procedures, then the rates shall be the rate as reasonably determined by the Australian Issuing and Principal Paying Agent, having regard to comparable indices than available.

BKBM as used herein shall mean, with respect to an Interest Period (in the following order of priority):

Business Day means a day on which:

and any additional business centres specified in the applicable Pricing Supplement;

Business Day Convention in respect of a Note, means the convention specified in the relevant Pricing Supplement for that Note and recorded in the relevant Register for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term Business Day Convention and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that:

Calculation Agent means, in relation to any Series of Australian Notes, the Australian Issuing and Principal Paying Agent, and in relation to any Series of New Zealand Notes, the New Zealand Issuing and Principal Paying Agent, or any other person appointed as calculation agent in relation to the Notes by the Issuer pursuant to the terms of the applicable Agency and Registry Agreement, and shall include any successor calculation agent appointed in respect of such Notes.

Clearstream means Clearstream Banking, société anonyme or its successor.

Coupon means any interest coupon appertaining to a Bearer Note.

Couponholder means the holder of a Coupon.

Custodian means the New Zealand Central Securities Depository Limited or any other entity appointed from time to time by Austraclear New Zealand, under the Austraclear New Zealand Regulations, as custodian trustee to hold securities on the Austraclear New Zealand System.

Day Count Basis means, in respect of the calculation of an amount of interest on any Note for any period of time (Calculation Period), the day count basis specified in the relevant Pricing Supplement and:

Dealer means each person described as such who is an original party to the Program Agreement (and who has not been removed or retired in accordance with the terms of the Program Agreement), any person who accedes to the Program Agreement as a Dealer or any person appointed as a Dealer under a relevant Syndication Agreement.

Early Redemption Amount means, in relation to any Note, the Redemption Amount payable on redemption at any time prior to its Maturity Date together with accrued interest up to but excluding the date of redemption, unless otherwise stated in the relevant Pricing Supplement.

Euroclear means Euroclear Bank S.A./N.V., as operator of the Euroclear System or its successor.

Event of Default means an event specified in Condition 9.

Fixed Rate Note means a Note that bears interest at a fixed rate.

Floating Rate Note means a Note that bears interest at a floating or variable rate.

Interest Accrual Date means, in relation to any Note, the date specified in the Pricing Supplement as the date on and from which interest accrues on that Note.

Interest Amount means, in relation to any Note, the amount of interest payable in respect of such Note as determined under Condition 3.4.

Interest Payment Date means, in relation to any Note, each date specified in, or determined in accordance with the provisions of, the Pricing Supplement as a date on which a payment of interest on that Note is due and adjusted, if necessary, in accordance with the applicable Business Day Convention.

Interest Period means, in relation to any Note, the period from and including an Interest Payment Date (or, in the case of the first period, the Interest Accrual Date) to but excluding the next Interest Payment Date.

Interest Rate means, in relation to any Note, the rate of interest (expressed as a per cent per annum) payable in respect of that Note specified in or calculated or determined in accordance with the provisions of the Pricing Supplement.

Issue Date means, in relation to any Note, the date recorded or to be recorded in the relevant Register as the date on which the Note is issued.

Issue Price in relation to a Note, means the issue price specified in, or calculated or determined in accordance with the provisions of, the Pricing Supplement for that Note.

Issuing and Principal Paying Agent means the Australian Issuing and Principal Paying Agent or the New Zealand Issuing and Principal Paying Agent.

Maturity Date means, in relation to any Note, the date specified in the Pricing Supplement as the Maturity Date for that Note.

Maximum Interest Rate has the meaning given in Condition 3.4.

Meeting Provisions means the provisions for the convening of meetings and passing of resolutions by Noteholders set out in the Schedule to these Terms and Conditions.

Minimum Interest Rate has the meaning given in Condition 3.4.

New Zealand Agency and Registry Agreement means an agreement entitled New Zealand Agency and Registry Agreement dated on or about the date of these Terms and Conditions between the Issuer and the New Zealand Issuing and Principal Paying Agent and the New Zealand Registrar for the issuing, paying agency and registry services on behalf of the Issuer for the New Zealand Notes and any other agreement for any of those services.

New Zealand dollars or NZ$ means the lawful currency of New Zealand from time to time.

New Zealand Issuing and Principal Paying Agent means Computershare Investor Services Limited, in its capacity as issuing and principal paying agent for New Zealand Notes, or any other issuing or principal paying agent specified in the relevant Pricing Supplement or any other Program Document in respect of New Zealand Notes.

New Zealand Notes means Notes denominated in New Zealand dollars as specified in the applicable Pricing Supplement.

New Zealand Register means the register of Noteholders maintained by the New Zealand Registrar on behalf of the Issuer in which is entered the name and address of Noteholders whose New Zealand Notes are carried on that New Zealand Register, the amount of New Zealand Notes held by each Noteholder and the Tranche, Series, date of issue and transfer of those Notes and any other particulars which the Issuer sees fit.

New Zealand Registrar means Computershare Investor Services Limited, in its capacity as the registrar of New Zealand Notes or such other person appointed by the Issuer to establish and maintain the New Zealand Register on the Issuer’s behalf from time to time.

Note means a note in registered form issued in accordance with the Deed Poll and such Note may be a Senior Note or a Subordinated Note as indicated in the applicable Pricing Supplement.

Noteholder means a person whose name is for the time being entered in the relevant Register as a holder of a Note and when a Note is entered into:

Offering Circular means at any time the offering circular issued in connection with the issue, sale or purchase of Notes, as revised, supplemented or amended from time to time by the Issuer, and such documents as are from time to time incorporated into it by reference (but not including any information or documents superseded by any information subsequently included or incorporated).

Optional Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the applicable Pricing Supplement.

Optional Redemption Date has the meaning given in Condition 5.3 and the specific date identified in the relevant Pricing Supplement.

Outstanding Principal Amount means, in relation to any Note, the principal amount outstanding on that Note from time to time.

Paying Agent means any paying agent in respect of the Notes appointed by the Issuer pursuant to the relevant Agency and Registry Agreement.

Pricing Convention means unless otherwise specified in the relevant Pricing Supplement:

Pricing Supplement means the pricing supplement executed by the Issuer and prepared in relation to the Notes of the relevant Tranche or Series (substantially in the form set out in the Offering Circular) as a supplement, modification or replacement of the Terms and Conditions and giving details of that Tranche or Series.

Program Agreement means the agreement so entitled dated on or about the date of the Deed Poll between the Issuer and the Dealers named in that agreement.

Program Document means each of:

Put Option Notice means the notice which must be delivered to the Registrar, by any Noteholder to exercise its option to redeem a Note prior to its Maturity Date.

Record Date means:

Redemption Amount means, in relation to any Note, the Outstanding Principal Amount or such other redemption amount as may be specified in or calculated or determined in accordance with the provisions of the Pricing Supplement.

Reference Banks means ANZ National Bank Limited, ASB Bank Limited, Bank of New Zealand and Westpac Banking Corporation, or any other bank selected by the New Zealand Issuing and Principal Agent as being a leading bank in the New Zealand interbank market.

Register means the Australian Register or the New Zealand Register.

Registrar means the Australian Registrar or the New Zealand Registrar.

Regulations means the Austraclear Regulations, the Austraclear New Zealand Regulations or the terms and conditions and operating procedures of Euroclear or Clearstream, from time to time.

Securities Act means the United States Securities Act of 1933, as amended.

Security Record, for Australian Notes, has the meaning given to that term in the Austraclear Regulations and for New Zealand Notes, has the meaning given to the term “Security Account” in the Austraclear New Zealand Regulations.

Senior Notes has the meaning given in Condition 2.7.

Senior Indebtedness has the meaning given in Condition 2.7.

Series means Notes having identical terms except that the Issue Date and the amount of the first payment of interest may be different in respect of different Tranches it comprises, or as otherwise agreed and referred to in the Pricing Supplement as being a Series.

Subordinated Notes has the meaning given in Condition 2.7.

Tenor of a Note means the number of days from, and including, its Issue Date to, but excluding, its Maturity Date. Notes will have a minimum Tenor of 365 days or any greater period agreed by the Issuer and the relevant Dealers, subject to all applicable laws or regulations.

Tranche means Notes issued on the same Issue Date the terms of which are identical in all respects (except that a Tranche may comprise Notes in more than one denomination) or as otherwise agreed and referred to in the Pricing Supplement as being a Tranche.

Transfer and Acceptance Form means such form as a Registrar adopts in accordance with the then current market practice to effect a transfer of Notes.

US$ means the lawful currency of the United States of America from time to time.

United States means the United States of America or any of its territories or possessions.

United States Alien has the meaning given in Condition 7.

Subclauses 1.2 and 1.3 of the Deed Poll apply to these Terms and Conditions except that each reference in them to this Deed Poll is to be read as if it were a reference to these Terms and Conditions.

References in these Terms and Conditions to issues, sales, or transfers, including cognate expressions, of Notes, and related dealings in Notes, include issues, sales or transfers, and cognate

expressions, in interests or participations in Notes, and related dealings in such interests or participations.

Each inscription in a Register in respect of a Note is:

The making of, or the giving effect to, a manifest error in an inscription into the Register will not avoid the constitution, issue or transfer of a Note. The Registrar must correct any manifest error of which it becomes aware.

The ranking of Notes is not affected by the date of registration of any Noteholder in the relevant Register. The Issuer is not authorised under the Banking Act 1959 of the Commonwealth of Australia (the Banking Act) to carry on banking business and is not subject to prudential supervision by the Australian Prudential Regulation Authority. The Notes are not Deposit Liabilities under the Banking Act.

The Issuer is not a registered Bank pursuant to the Reserve Bank of New Zealand Act 1989.

Status of the Senior Notes and the Subordinated Notes

The Notes may be issued in one or more Series as unsecured debt securities, which may be either senior notes (Senior Notes) or subordinated notes (Subordinated Notes).

The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation.

Under the Program, there is no limitation on the Issuer’s ability to issue additional Senior Indebtedness or Subordinated Notes.

The Senior Notes will be unsecured and unsubordinated obligations of the Issuer and will rank equally with all other unsubordinated and unsecured indebtedness of the Issuer. The Subordinated Notes are unsecured and subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) of the Issuer.

Senior Indebtedness means any indebtedness for money borrowed (including all indebtedness of the Issuer for borrowed and purchased money of the Issuer, all obligations arising from off-balance sheet guarantees by the Issuer and direct credit substitutes and obligations of the Issuer associated with derivative products such as interest and foreign exchange rate contracts and commodity contracts) that is outstanding on the date of execution of each Agency and Registry Agreement, or is thereafter created, incurred, or assumed, for which the Issuer is at the time of determination responsible or liable as obligor, guarantor, or otherwise for payment, and all deferrals, renewals, extensions, and refundings of any such indebtedness or obligations other than the Subordinated Notes or any other indebtedness as to which the instrument creating or evidencing the same or pursuant to which the same is outstanding, provides that such indebtedness is subordinate in right of payment to any other indebtedness of the Issuer.

The indebtedness evidenced by the Subordinated Notes, subject to the extent set forth herein, shall be subordinated in right of payment to the prior payment in full of all the Issuer’s Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and shall be entitled to the benefits of such subordination irrespective of any amendment, modification, or waiver of any term of the Senior Indebtedness. There is no right of acceleration in the case of a default in the payment of interest on the Subordinated Notes or in the performance of any other obligation of the Issuer under the Subordinated Notes.

The Issuer shall not make any payment on account of principal, premium, if any, interest, or any other amounts payable on its Subordinated Notes or purchase any of its Subordinated Notes, either directly or indirectly, if (1) any default or Event of Default with respect to any of its Senior Indebtedness shall have occurred and be continuing and (2) it shall have received written notice

thereof from the holders of at least 10.00% in principal amount of any kind or category of any of its Senior Indebtedness (or the representative or representatives of such holders).

Until all of the Issuer’s Senior Indebtedness is paid in full, the holders of the Issuer’s Subordinated Notes will be subrogated (equally and ratably with the holders of all of the Issuer’s indebtedness which, by its express terms, ranks equally with its Subordinated Notes, and is entitled to like rights of subrogation) to the rights of the holders of the Issuer’s Senior Indebtedness to receive payments or distributions of its assets.

If the Issuer repays any of its Subordinated Notes before the required date or in connection with a distribution of its assets to creditors pursuant to a dissolution, winding up, liquidation, or reorganization, any principal, premium, if any, interest, or any other amounts payable will be paid to the holders of the Issuer’s Senior Indebtedness before any holders of its Subordinated Notes are paid. In addition, if such amounts were previously paid to the holders of its Subordinated Notes, the holders of its Senior Indebtedness shall have first rights to such amounts previously paid.

No modification or amendment of the subordination provisions of Subordinated Notes and any related coupons in a manner adverse to the holders of Senior Indebtedness may be made without the consent of the holders of all of the Issuer’s outstanding Senior Indebtedness.

The preceding subordination provisions relating to the Issuer’s Subordinated Notes are governed by New York law.

Notes may be interest bearing on a fixed or floating rate basis, as specified in the applicable Pricing Supplement.

Interest accrues on Notes from the relevant Interest Accrual Date at the applicable Interest Rate. Interest ceases to accrue on such Notes from the relevant Maturity Date unless default is made in the payment of any principal amount in respect of such Notes. In that event, any overdue principal of a Note continues to bear interest at the default rate specified in the relevant Pricing Supplement, both before and after any judgment, until it is paid in full to the relevant Noteholder.

Interest is payable to Noteholders as set out in Condition 6.1 on the relevant Interest Payment Dates.

The Interest Amount must be calculated by the relevant Issuing and Principal Paying Agent, relevant Registrar or other person appointed as calculation agent by the Issuer and named as such in the relevant Pricing Supplement by applying the Interest Rate to the Outstanding Principal Amount of each applicable Note, multiplying such sum by the relevant Day Count Basis for the relevant Interest Period and rounding the resultant figure to the nearest cent (half a cent being rounded upwards) having regard to the relevant Pricing Convention (if any) subject, in all cases, to any specified

Minimum Interest Rate or Maximum Interest Rate as may also be specified in the applicable Pricing Supplement.

The applicable Pricing Supplement may specify a minimum rate at which the Notes may bear interest (a Minimum Interest Rate). If the Interest Rate determined in accordance with the provisions of this Condition 3.4 is less than the specified Minimum Interest Rate, the Interest Rate shall be such Minimum Interest Rate. The applicable Pricing Supplement may specify a maximum rate at which the Notes may bear interest (the Maximum Interest Rate). If the Interest Rate determined in accordance with the provisions of this Condition 3.4 is greater than the Maximum Interest Rate, the Interest rate shall be such Maximum Interest Rate.

The Issuer will procure that the relevant Issuing and Principal Paying Agent, relevant Registrar or other person appointed as calculation agent by the Issuer and named as such in the applicable Pricing Supplement will, if requested in writing by a Noteholder of any Note, notify that Noteholder of the Interest Rate, the Interest Amount and the relevant Interest Payment Date. In relation to any Note, the Interest Amount and the Interest Payment Date (but in no event, the Interest Rate) so notified may be subsequently amended (or appropriate alternative arrangements made by the relevant Issuing and Principal Paying Agent, relevant Registrar or other person appointed as calculation agent by the Issuer and named as such in the Pricing Supplement by way of adjustment) without notice if and to the extent that the Interest Period is extended or shortened.

Except as provided in Condition 3.5, all notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 3 by the relevant Issuing and Principal Paying Agent, relevant Registrar or other person appointed as calculation agent by the Issuer and named as such in the Pricing Supplement are (in the absence of wilful default, bad faith or manifest error) binding on the Issuer, the relevant Issuing and Principal Paying Agent, the relevant Registrar and all Noteholders of Notes, and no liability to those Noteholders attaches to the relevant Issuing and Principal Paying Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

If the Pricing Supplement specifies the Interest Rate applicable to that Tranche of Notes as being Floating Rate, the Interest Rate applicable to such Notes during the Interest Period will be the sum of the margin specified in the Pricing Supplement and BBSW or BKBM (or such other rate as shall be set forth in the applicable Pricing Supplement).

For so long as any Australian Note is lodged in the Austraclear System:

For so long as any New Zealand Note is lodged in the Austraclear New Zealand System:

the Note may be transferred on the Australian Register from Austraclear to the Relevant Member. In any of these cases, the Note will cease to be held in the Austraclear System.

and, to the extent not prohibited by the Austraclear New Zealand Regulations, instruct the New Zealand Registrar to transfer these Notes on the New Zealand Register to the person in whose Security Record that Note is recorded without any consent or action of such transferee and, as a consequence, remove that Note from the Austraclear New Zealand System.

If Austraclear or the Custodian is recorded in the relevant Register as the Noteholder, each person in whose Security Record a Note is recorded is taken to acknowledge in favour of the Issuer, the relevant Registrar, Austraclear or Austraclear New Zealand, and the relevant Noteholder:

Subject to Condition 4.3 and Condition 4.4, a Note is transferable in whole (but not in part) by a duly completed and (if applicable) stamped Transfer and Acceptance Form obtainable from the relevant Registrar. Unless a contrary intention is expressed in a Transfer and Acceptance Form, all contracts relating to the transfer of Notes are governed by the laws applicable to the Notes. The Issuer is not obliged to stamp the Transfer and Acceptance Form.

Every Transfer and Acceptance Form in respect of Notes must be:

Subject to this Condition 4, the relevant Registrar must register a transfer of Notes. Upon entry of the name, address and all other required details of the transferee in the relevant Register, the Issuer must recognise the transferee as the Noteholder entitled to the Notes that are the subject of the transfer. Entry of such details in the relevant Register constitutes conclusive proof of ownership by that transferee of those Notes. The transferor remains the owner of the relevant Notes until the required details of the transferee are entered in the relevant Register in respect of those Notes. Subject to Condition 4.11, the relevant Registrar must register the transfer of a Note whether or not the Transfer and Acceptance Form to which the transfer relates has been marked by that Registrar.

No fee or other charge is payable to the Issuer or a Registrar in respect of the transfer or registration of any Note.

Each Registrar may mark any Transfer and Acceptance Form in its customary manner. Such marking prohibits a dealing with the relevant Notes as specified in the marking notation for a period from the date of marking to the earliest of:

Any Transfer and Acceptance Form may, with the prior written approval of the Issuer, be destroyed by the relevant Registrar after the entry in the relevant Register of the particulars set out in the form. On receipt of such approval, the relevant Registrar must destroy the Transfer and Acceptance Form as soon as reasonably practicable and promptly notify the Issuer in writing of its destruction.

Where the transferor executes a transfer of less than all Notes registered in its name, and the specific Notes to be transferred are not identified, the relevant Registrar may (subject to the limit on minimum holdings) register the transfer in respect of such of the Notes registered in the name of the transferor as that Registrar thinks fit, provided the aggregate principal amount of the Notes registered as having been transferred equals the aggregate principal amount of the Notes expressed to be transferred in the transfer.

Unless previously redeemed or purchased and cancelled in accordance with these Terms and Conditions, each Note must be redeemed on its Maturity Date at its Redemption Amount.

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), on giving not less than 30 nor more than 60 calendar days’ notice (which notice shall be irrevocable) to the relevant Issuing and Principal Paying Agent, the relevant Registrar and to the Noteholders, in accordance with Condition 11, if:

provided that, no such redemption notice shall be given earlier than 90 calendar days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication of any redemption notice pursuant to this Condition 5.2, the Issuer shall deliver a certificate to the relevant Issuing and Principal Paying Agent and the Registrar signed by the Chief Financial Officer or a Senior Vice President of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent, if any, to the redemption have occurred.

Notes redeemed pursuant to this Condition 5.2 will be redeemed at their Early Redemption Amount together (if appropriate) with interest accrued to (but excluding) the redemption date.

If the applicable Pricing Supplement specifies that the Issuer has an option to redeem the Notes, and the Issuer gives:

(both of which notices shall be irrevocable), then the Issuer may redeem all or only some of the Notes then outstanding on the dates upon which redemption may occur (each, an Optional Redemption Date) and at the Optional Redemption Amounts specified in, or determined in the

manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Dates. Any redemption must be of a principal amount equal to the minimum principal amount of the Notes permitted to be redeemed at any time (the Minimum Redemption Amount) or any greater principal amount of the Notes permitted to be redeemed at any time (each, a Higher Redemption Amount), both as indicated in the applicable Pricing Supplement. In the case of a partial redemption of Notes, the Notes (Redeemed Notes) will be redeemed in accordance with the Regulations or, if the Regulations make no relevant provision, then (so far as may be practicable) pro rata to their principal amounts, provided that the amount that remains outstanding in respect of each Note shall be equal to its minimum denomination or an integral multiple of its minimum denomination (subject always to the applicable Regulations). The Notes to be redeemed will be selected in accordance with the applicable Regulations not more than 60 calendar days prior (or such other period as is specified in the applicable Pricing Supplement) to the date fixed for redemption.

If the applicable Pricing Supplement specifies that the Noteholders have an option to require the Issuer to redeem the Notes, upon the Noteholder giving the Issuer, in accordance with Condition 11, not less than 30 nor more than 60 calendar days’ notice or such other period of notice as is specified in the applicable Pricing Supplement (which notice shall be irrevocable), the Issuer, upon the expiration of such notice, will redeem (in accordance with, the terms specified in the applicable Pricing Supplement) in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

In order to exercise its right to require redemption of any Notes, the Noteholder must deliver to the office of the relevant Registrar a duly signed and completed Put Option Notice in the form obtainable from that Registrar in which the holder must specify a bank account (or, if payment is by check, an address) to which payment is to be made under this Condition 5.4.

For purposes of Condition 5.2 above, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

The Issuer and any of its affiliates may at any time repurchase Notes at any price in the open market or otherwise.

All Notes which are redeemed will be cancelled.

and in either case, without set-off or counterclaim or any other deduction unless required by law.

and in either case, without set-off or counterclaim or any other deduction unless required by law.

For the purposes of this Condition 6.1, the Noteholder to whom payment will be made is the Noteholder (or the first named of joint owners) shown as such in the relevant Register as at the relevant Record Date.

A payment made by electronic transfer is for all purposes taken to be made when the Issuer or the relevant Issuing and Principal Paying Agent gives an irrevocable instruction for the making of that payment by electronic transfer, being an instruction which would be reasonably expected to result, in the ordinary course of banking business, in the relevant funds reaching the account of the Noteholder on the same day as the day on which the instruction is given.

All payments are subject to Condition 7 and to any applicable fiscal or other laws and regulations.

The Issuer will pay a United States Alien such additional amounts of interest (Additional Amounts) as may be necessary so that every net payment of the principal of and interest on any Note, after deduction or withholding for or on account of any present or future tax, assessment, or other governmental charge imposed upon such holder by the United States or any political subdivision or taxing authority thereof or therein (other than any territory or possession) upon or as a result of such payment, will not be less than the amount provided for in such Note; provided, however, that such obligation to pay Additional Amounts shall not apply to:

United States Alien means any corporation, partnership, entity, individual, or fiduciary that is for United States federal income tax purposes (1) a foreign corporation, (2) a foreign partnership to the extent one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual, or a foreign estate or trust, (3) a non-resident alien individual, or (4) a foreign estate or trust.

Except as specifically provided in these Terms and Conditions and in any Agency and Registry Agreement, the Issuer shall not be required to make any payment with respect to any tax, assessment, or other governmental charge imposed by any government or any political subdivision or taxing authority.

Whenever any Additional Amounts are to be paid on Notes, the Issuer will give notice to the relevant Issuing and Principal Paying Agent and any other Paying Agents, as provided in the relevant Agency and Registry Agreement.

The Issuer agrees, subject to any relevant Pricing Supplement, to procure that each Registrar does the following things:

A Noteholder must promptly notify any change of address to the Registrar.

The registration of the transfer of a Note may be suspended by a Registrar (and the relevant Register shall be closed for the purpose of determining entitlements to payment under a Note) after the close of business on the eighth calendar day or other day in accordance with the relevant Regulations prior to each Interest Payment Date (if any) and each Maturity Date of the Note or such other number of days as may be agreed by the Issuer and the relevant Registrar and not contrary to the relevant Regulations and notified promptly by the Issuer to the Noteholders and the Dealers.

Each Registrar must register a transfer of a Note to or by a person who is entitled to do so in consequence of:

in accordance with any applicable laws and upon such evidence as the Issuer or the relevant Registrar may require.

Without limitation, except as provided by statute or as required by order of a court of competent jurisdiction, no notice of any trust (whether express, implied or constructive) may be entered in a Register in respect of a Note and the relevant Registrar is not obliged to recognise any trust.

The occurrence of any of the following events with respect to any Series of Senior Notes shall constitute an Event of Default with respect to such Series:

The occurrence of any of the following events with respect to any Series of Subordinated Notes shall constitute an Event of Default with respect to such Series:

If an Event of Default shall occur and be continuing, then the holder of any affected Note, at such holder’s option, by written notice to the Issuer and each Registrar may declare the principal of such Note, the interest accrued or any other amounts then payable thereon (and Additional Amounts, if any, thereon) to be due and payable immediately and if any such Event of Default shall continue at the time of receipt of such written notice, such amounts shall become immediately due and payable, subject to the qualification in bold-type immediately below. Upon payment of such amount of principal, interest, or any other amounts payable (and Additional Amounts, if any), all of the Issuer’s obligations in respect of payment of principal of, interest, or any other amounts payable on (and Additional Amounts, if any) such Note shall terminate. Interest on overdue principal, interest, or any other amounts payable (and Additional Amounts, if any) shall accrue from the date on which such principal, interest, or any other amounts payable (and Additional Amounts, if any) were due and payable to the date such principal, interest, or any other amounts payable (and Additional Amounts, if any) are paid or duly provided for, at the rate borne by the Notes (to the extent payment of such interest shall be legally enforceable).

Payment of principal, the interest accrued, or any other amounts then payable thereon (and Additional Amounts, if any) of the Subordinated Notes may not be accelerated in the case of a default in the payment of principal, interest, or any other amounts then payable or the performance of any other covenant of the Issuer. Payment of the principal, the interest accrued, or any other amounts then payable thereon (and Additional Amounts, if any) of the Subordinated Notes may be accelerated only in the case of the bankruptcy or insolvency of the Issuer.

If an Event of Default with respect to any of the Notes, or an event which, with the passing of time or the giving of notice, or both, would be an Event of Default, shall occur and be continuing, the Issuer shall notify the applicable Registrar and the applicable Issuing and Principal Paying Agent in writing of such Event of Default no later than the following Business Day after it becomes aware of such Event of Default, and the applicable Registrar upon receipt of such notice shall promptly notify all of the applicable Noteholders of such Event of Default. In the case of a Registrar, such notification to holders of Notes shall be by registered post to the address of the Noteholder recorded in the relevant Register.

If any Note shall become repayable due to an Event of Default and in accordance with this Condition 9, such Note shall be repaid at its Early Redemption Amount together, if appropriate, with accrued interest thereon, such interest to accrue and be paid in accordance with Condition 3.

The Notes will become void unless a demand for payment is made within a period of five years after the date on which such payment first becomes due (the Relevant Date). However, if the full amount of the money payable has not been duly received by the relevant Issuing and Principal Paying Agent or other relevant Paying Agent on or prior to the Relevant Date, then the Relevant Date shall mean the date on which, after the full amount of such money has been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 11.

A notice or other communication to the Issuer, the relevant Registrar or the relevant Issuing and Principal Paying Agent in connection with a Note:

Bank of America

BTA Institutional Services Australia Limited

Computershare Investor Services Limited

A notice or other communication to a Noteholder in connection with a Note:

The Issuer is entitled to vary or terminate the appointment of any Issuing and Principal Paying Agent and any Paying Agent and to appoint a new Issuing and Principal Paying Agent or additional or other Paying Agents and approve any change in the specified office through which any Paying Agent acts, in each case without the consent of any Noteholder, provided that:

Notice of any such change or change in the specified office of an Issuing and Principal Paying Agent will be given to the relevant Noteholders in accordance with Condition 11.

Meetings of Noteholders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of the relevant Noteholders, including, without limitation, the variation of the terms of the Notes to the Issuer and the granting of approvals, consents and waivers, and the declaration of an Event of Default.

Each of the Agency and Registry Agreements, the Terms and Conditions and the relevant Pricing Supplement may be amended, without the consent of any Noteholder for the following purposes:

Section 19 of the Schedule hereto sets forth additional provisions relating to the powers of the holders of the relevant Notes to amend the terms of such Notes and the Deed Poll.

Any such modification or amendment shall be binding on the Noteholders and any such modification or amendment shall be notified to the Noteholders in accordance with Condition 11 as soon as practicable thereafter.

Any entity into which any Issuing and Principal Paying Agent or any Paying Agent may be merged or converted, or any entity with which any Issuing and Principal Paying Agent or any of the Paying Agents may be consolidated or any entity resulting from any merger, conversion, or consolidation to which any Issuing and Principal Paying Agent or any of the Paying Agents shall be a party, or any entity to which any Issuing and Principal Paying Agent or any Paying Agent shall sell or otherwise transfer all or substantially all the assets of any Issuing and Principal Paying Agent or any Paying Agent shall become, on the date when such merger, conversion, consolidation, or transfer becomes effective and to the extent permitted by any applicable laws, the relevant successor Issuing and Principal Paying Agent or Paying Agent under the relevant Agency and Registry Agreement without the execution or filing of any paper or any further act on the part of the parties to the relevant Agency and Registry Agreement, unless otherwise required by the Issuer, and after the effective date all references in the relevant Agency and Registry Agreement to the relevant Issuing and Principal

Paying Agent or such Paying Agent shall be deemed to be references to such entity. Written notice of any such merger, conversion, consolidation, or transfer shall be given immediately to the Issuer by the relevant Issuing and Principal Paying Agent or relevant Paying Agent.

The Issuer may from time to time and without the consent of the Noteholders create and issue additional Notes having terms and conditions the same as (or the same in all respects except for the Issue Date, Interest Accrual Date and the Issue Price) Notes of an existing Series. These additional Notes shall be consolidated and form a single Series with the outstanding Notes of the existing Series.

The Notes are governed by the law in force in New South Wales or any other jurisdiction as specified in the relevant Pricing Supplement. The subordination provisions contained in Condition 2.7 are governed by New York law. The New Zealand Agency and Registry Agreement is governed by New Zealand law.

The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts, to claim that such action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction.

The Issuer irrevocably appoints BA Australia Limited (ABN 50 004 617 341) to receive, for it and on its behalf, service of process in any proceedings in the courts of New South Wales. If for any reason the relevant agent shall cease to be an agent for service of process, the Issuer shall immediately appoint a new agent for service of process in New South Wales and deliver notice of such appointment to the Noteholders in accordance with the procedures set out in Condition 11 within 30 days. Nothing shall affect the right to service process in any other manner permitted by law.

Schedule

Provisions for Meetings of Noteholders

The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Notes to which such voting certificate or block voting instruction related and the relevant Registrar with which such Notes have been registered or the person holding the same to the order or under the control of the relevant Paying Agent shall be deemed for such purposes not to be the holder of those Notes.

the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes whether or not they are present at the meeting.

Without prejudice to the obligation of the proxies named in any block voting instructions, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

EXECUTED and delivered as a deed poll.