Obligation UBS SA 0% ( XS0357866788 ) en AUD

UBS SA

100 % ▲

Suisse

XS0357866788 ( en AUD )

03/06/2014 - Obligation échue

Prospectus brochure de l'obligation UBS AG XS0357866788 en AUD 0%, échue

UBS AG est une banque mondiale offrant des services de gestion de fortune, d'investissement bancaire et de marchés financiers à une clientèle privée, institutionnelle et d'entreprises.

L'Obligation émise par UBS SA ( Suisse ) , en AUD, avec le code ISIN XS0357866788, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/06/2014

INFORMATION MEMORANDUM

UBS AG
(Incorporated with limited liability in Switzerland)
(acting through its London Branch)

AUD 432,000 6-year AUD 100% Guaranteed Return On Investment Notes due 2014
redemption linked to the performance of a basket of 3 indices

Issue Price as of the Closing Date: 100 per cent.

The AUD 432,000 6-year AUD 100% Guaranteed Return On Investment Notes due 2014 (the "Notes") relating to the
performance of a basket of 3 indices (the "Index") with each Note having a denomination of AUD100 were issued by UBS
AG (acting through its London Branch) (the "Issuer") on June 3, 2008.

Expressions used in this Information Memorandum shall have the meanings given to them in the conditions of the Notes (the
"Conditions") which are set out herein.

Unless previously redeemed or purchased and cancelled as provided in the Conditions, each Note will be redeemed at the
Redemption Amount on the Redemption Settlement Date, subject as provided in Condition 4.

The Notes are represented by a Global Security (the "Global Security") which was deposited with a common depositary for
Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream") on June 3, 2008 (the "Closing Date"). Notes in definitive form will not be issued, except in the
circumstances described in Condition 2(f). The Notes are in registered form.

Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF market.

Prospective purchasers should carefully consider the risks of an investment in the Notes and be aware that these
Notes are only suitable for sophisticated investors who are capable of evaluating and bearing such risks. In
particular, prospective purchasers should note that the Notes are 100% principal-protected only if they are redeemed
at maturity or mandatorily early redeemed pursuant to the Mandatory Early Redemption provision. If an investor
elects to redeem the Notes or the Notes are otherwise early redeemed prior to the Maturity Date they may not receive
100% of the amount invested. See "Risk Factors" for a discussion of certain factors to be considered in connection
with an investment in the Notes.

DOCUMENTS INCORPORATED BY REFERENCE.

The unaudited financial statements for the 6-month period ended 30 June 2008 of the Issuer and the following document(s),
filed by the Issuer with the United States Securities and Exchange Commission pursuant to Section 13 of the U.S Securities
Exchange Act of 1934 ("the Exchange Act") are incorporated herein by reference: the Annual Report (US Version) as set
out in Amendment No.2 of Form 20-F/A for the year ended 31 December 2007 of the Issuer which can be obtained on the
Issuer's website at www.ubs.com and which are also available free of charge at the offices of the Listing Agent.

Dated 9 September 2008

This Information Memorandum may only be used for the purposes for which it is published.

This Information Memorandum includes particulars for the purpose of giving information with regard
to the issue by the Issuer of the Notes. The Issuer accepts responsibility for the information contained
in this Information Memorandum regarding the Issuer and the Notes. To the best of the knowledge
and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) such
information is in accordance with the facts and does not omit anything likely to affect the import of
such information.

Information provided herein with respect to the Index is taken from publicly available information.
Such information has not been independently verified by the Issuer. The Issuer accepts responsibility
for the accurate reproduction of such information but neither the Issuer nor any of its Affiliates makes
any further representation or warranty relating thereto.

No person is authorised to give any information or to make any representation not contained in this
Information Memorandum in connection with the issue and sale of the Notes and any information or
representation not contained herein must not be relied upon as having been authorised by or on
behalf of the Issuer. Neither the delivery of this Information Memorandum nor any sale made in
connection herewith shall, under any circumstances, create any implication that the information
herein is correct as at any time subsequent to the date hereof.

Any prospective purchaser of the Notes should consult with its own legal, regulatory, tax, business,
investment, financial and accounting advisers to the extent that it deems it necessary and should
make its own investment, hedging and trading decisions (including decisions regarding the
suitability of this investment) based upon its own judgment and upon advice from such advisers as
it deems necessary. The Issuer has not given investment advice or any recommendation. Any
purchase of the Notes may involve a high risk of loss. Payments to be made by the Issuer under the
Notes are dependent upon the performance of the Index. There exists no guarantee or other
protection for holders in respect of the performance of the Index. The Issuer will not owe any
person any duties or responsibilities whatsoever except for such duties or responsibilities as are set
out in the terms and conditions of the Notes.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and have not been and may not be offered or sold within the United
States or to, or for the account or benefit of, a U.S. person (as defined herein).

The distribution of this Information Memorandum and the offer of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this document comes are required by the
Issuer to inform themselves about, and to observe, any such restrictions. In this regard, see further
"Offering and Sale".

All references in this Information Memorandum to "USD" refer to the currency of the United States
of America, references to "CHF" refer to the currency of Switzerland and references to "AUD" refer
to the currency of Australia.

Disclosure

Details of the Notes (including the identity of the Noteholder) may, (1) upon request or order by any
competent authority, regulatory or enforcement organisation, governmental or otherwise, including,
without limitation, Securities and Futures Bureau of the Financial Supervisory Commission of the
ROC, the stock exchange on which the underlying shares are listed, (2) as required by applicable law,
rules, regulations, codes or guidelines (whether having the force of law or otherwise), be disclosed in
accordance with such request, order, law, rules, regulations, codes or guidelines (whether such
disclosure is to be made to third parties or otherwise). By purchasing the Notes, the Noteholder

agrees to such disclosure and releases UBS AG and its subsidiaries and affiliates from any duty of
confidentiality owed to it in relation to such information.

Disclaimer

Purchasers and holders of Notes should consult with their own legal, regulatory, tax, business,
investment, financial and accounting advisers to the extent that they deem it necessary, and make their
own investment, hedging and trading decisions (including decisions regarding the suitability of this
investment) based upon their own judgement and upon advice from such advisers as they deem
necessary and not upon any view expressed by the Issuer. The Issuer has not given investment advice
or any recommendation. Purchase of Notes may involve a high risk of loss. Payments to be made by
the Issuer under the Notes are dependent upon the performance of the Index. There exists no
guarantee or other protection for the holders of Notes (each a "Holder") in respect of the performance
of the Index. The issuer will not owe any person any duties or responsibilities whatsoever except for
such duties or responsibilities as are set out in the terms and conditions of the Notes.

Index Disclaimer

These Notes are not in any way sponsored, endorsed or promoted by any Index Sponsors. None of the Index
Sponsors makes any warranty or representation whatsoever, express or implied, either as to the results to be
obtained as to the use of any Index or the figure as which any Index stands at any particular day or otherwise.
Each Index is compiled and calculated solely by the relevant Index Sponsors. However, no Index Sponsors shall
be liable to any person for any error in any Index and none of the Index Sponsors shall be under any obligation
to advise any person, including a purchase or vendor of these Notes, of any error therein.

In addition, the Index Sponsors give no assurance regarding any modification or change in any methodology
used in calculating any Index and is under no obligation to continue the calculation, publication and
dissemination of any Index.

The Nikkei Stock Average ("Index") is an intellectual property of Nikkei Inc.* "Nikkei", "Nikkei
Stock Average", and "Nikkei 225" are the service marks of Nikkei Inc. Nikkei Inc. reserves all the
rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of
Nikkei Inc. calculates and dessiminates the Index under exclusive agreement with Nikkei Inc. Nikkei
Inc. and Nikkei Digital Media Inc. are collectively "Index Sponsor".

* Formerly known as Nihon Keizai Shimbum, Inc. Name changed on January 1, 2007.

The Hang Seng Index (the "Index") is published and compiled by Hang Seng Indexes Company Limited
pursuant to a licence from Hang Seng Data Services Limited. The mark and name Hang Seng Index is
proprietary to Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data
Services Limited have agreed to the use of, and reference to, the Index(es) by UBS AG in connection with the
Notes (the "Product"), BUT NEITHER HANG SENG INDEXES COMPANY LIMITED NOR HANG SENG
DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR
HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF
ANY OF THE INDEX(ES) AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO;
OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF ANY OF THE INDEX(ES) OR ANY
COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY
ANY PERSON FROM THE USE OF ANY OF THE INDEX(ES) OR ANY COMPONENT OR DATA
COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR
GUARANTEE OF ANY KIND WHATSOEVER RELATING TO ANY OF THE INDEX(ES) IS GIVEN OR
MAY BE IMPLIED. The process and basis of computation and compilation of any of the Index(es) and any of
the related formula or formulae, constituent stocks and factors may at any time be changed or altered by Hang
Seng Indexes Company Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW,

NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED
OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE
TO ANY OF THE INDEX(ES) BY UBS AG IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY
INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG INDEXES COMPANY
LIMITED IN THE COMPUTATION OF ANY OF THE INDEX(ES); OR (iii) FOR ANY INACCURACIES,
OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN
CONNECTION WITH THE COMPUTATION OF ANY OF THE INDEX(ES) WHICH IS SUPPLIED BY
ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY
OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER
PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO
CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG
INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with
the Notes in any manner whatsoever by any broker, holder or other person dealing with the Notes. Any broker,
holder or other person dealing with the Notes does so therefore in full knowledge of this disclaimer and can
place no reliance whatsoever on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited.
For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship
between any broker, holder or other person and Hang Seng Indexes Company Limited and/or Hang Seng Data
Services Limited and must not be construed to have created such relationship.

The Notes are not sponsored, endorsed, sold or promoted by Korea Stock Exchange ("KSE"). KSE
makes no representation or warranty, express or implied, to the owners of the Notes or any member of
the public regarding the advisability of investing in securities generally or in the Notes particularly or
the ability of the KOSPI Indexes to track general stock market performance. KSE's only relationship
to the Issuer is the licensing of certain trademarks and trade names of KSE and of the KOSPI Indexes
which is determined, composed and calculated by KSE without regard to the Issuer or the Notes. KSE
has no obligation to take the needs of the Issuer or the owners of the Notes into consideration in
determining, composing or calculating the KOSPI Indexes. KSE is not responsible for and has not
participated in the determination of the prices and amount of the Notes or the timing of the issuance or
sale of the Notes or in the determination or calculation of the equation by which the Notes are to be
converted into cash. KSE has no obligation or liability in connection with the administration,
marketing or trading of the Notes.

KSE DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
KOSPI INDEXES OR ANY DATA INCLUDED THEREIN AND KSE SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. KSE MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ISSUER,
OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
KOSPI INDEXES OR ANY DATA INCLUDED THEREIN. KSE MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE KOSPI INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL KSE HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

RISK FACTORS
The purchase of Notes involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate the
risks and the merits of an investment in the Notes. Before making an investment decision, prospective
purchasers of Notes should consider carefully, in the light of their own financial circumstances and
investment objectives, all the information set forth in this Information Memorandum and, in
particular, the considerations set forth below.

Taxation

Each Holder will assume and be solely responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority, including, without limitation, any state or local taxes or other
like assessment or charges that may be applicable to any payment to it in respect of such Holder's
Notes. The Issuer will not pay any additional amounts to Holders to reimburse them for any tax,
assessment or charge required to be withheld or deducted from payments in respect of the Notes by
the Issuer or the Paying Agent.

Credit Risk

A prospective purchaser of the Notes should have such knowledge and experience in financial and
business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks
and suitability of investing in the Notes.

Provision of information

Neither the Issuer nor any of its Affiliates makes any representation as to the credit quality of the
Index Sponsors. Any of such persons may have acquired, or during the term of the Notes may
acquire, non-public information with respect to the Index Sponsors or the issuers of constituent stocks
of the Index. None of such persons is under any obligation to make such information available to
Holders.

Business relationships

The Issuer or any of its Affiliates may have existing or future business relationships with the Index
Sponsors (including, but not limited to, lending, depositary, risk management, advisory and banking
relationships), and will pursue actions and take steps that they deem or it deems necessary or
appropriate to protect their or its interests arising therefrom without regard to the consequences for a
Holder.

No claim against the Index Sponsors

A Note will not represent a claim against the Index Sponsors and, in the event of any loss, a Holder
will not have recourse under a Note to the Index Sponsors.

Legality of purchase

Neither the Issuer nor any of its Affiliates has or assumes responsibility for the lawfulness of the
acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the
jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance
by that prospective purchaser with any law, regulation or regulatory policy applicable to it.

Independent review and advice

Each prospective purchaser of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes
(i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's)
financial needs, objectives and condition, (ii) complies and is fully consistent with all investment
policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a
fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes
in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in
investing in or holding the Notes.

No reliance

A prospective purchaser may not rely on the Issuer or any of its Affiliates in connection with its
determination as to the legality of its acquisition of the Notes or as to the other matters referred to
above.

No secondary market

Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF market. However, there can be no assurance that a
secondary market in the Notes will develop and no secondary market is expected to develop in respect
of the Notes. Moreover, even if a secondary market in the Notes does develop, there can be no
assurance that it will continue. Accordingly, the purchase of Notes is suitable only for investors who
can bear the risks associated with a lack of liquidity in the Notes and the financial and other risks
associated with an investment in the Notes.

PURCHASERS SHOULD BE AWARE THAT UNDER THE CONDITIONS OF THE NOTES
THE ISSUER OR ANY AFFILIATE MAY PURCHASE THE NOTES AT ANY TIME. SUCH
NOTES MAY BE HELD, RESOLD, OR CANCELLED. PURCHASERS SHOULD NOT
THEREFORE MAKE ANY ASSUMPTION AS TO THE NUMBER OF NOTES IN ISSUE AT
ANY ONE TIME.

PURCHASERS SHOULD NOTE THAT THE NOTES ARE 100% PRINCIPAL-PROTECTED
ONLY IF THEY ARE REDEEMED AT MATURITY OR MANDATORILY EARLY
REDEEMED PURSUANT TO THE MANDATORY EARLY REDEMPTION PROVISION. IF
AN INVESTOR ELECTS TO REDEEM THE NOTES OR THE NOTES ARE OTHERWISE
EARLY REDEEMED PRIOR TO THE MATURITY DATE THEY MAY NOT RECEIVE
100% OF THE AMOUNT INVESTED.

CONDITIONS OF THE NOTES
The following terms and conditions, subject to amendment, have been endorsed on the Global
Security:

UBS AG, London Branch as issuer (the "Issuer") has issued AUD 432,000 in principal amount of 6-
year AUD 100% Guaranteed Return On Investment Notes due 2014 (redemption linked to the
performance of a basket of 3 indices).

TERMS AND CONDITIONS OF THE NOTES

1. Definitions

In these Conditions:

"AUD" means the lawful currency of Australia.

"Business Day" means a day (excluding Saturday and Sunday) on which banks and foreign exchange
markets are open for business in Sydney.

"Calculation Agent" means UBS AG, London Branch acting as calculation agent of the Notes.

"Clearing System Business Day" means in respect of the clearance system for security comprised in
each Index, any day which such clearance system is scheduled to open for the acceptance and
execution of settlement instructions in relation to constituent components of the relevant Index.

"Closing Level" means, in respect of an Index and a Scheduled Trading Day, the official closing level
of the Index as published by the relevant Exchange for that day, or if such level is not published for
whatever reason, the level of the Index as of the actual closing time of the relevant Exchange on that
Scheduled Trading Day in the good faith estimation of the Calculation Agent.

"Coupon Payment Dates" means, in respect of the fixed coupon, December 10, 2008 (the "Fixed
Coupon Payment Date") and, in respect of each Observation Date, the 5th Business Day after that
Observation Date currently expected to be June 10, 2009, December 10, 2009, June 10, 2010,
December 10, 2010, June 10, 2011, December 12, 2011, June 11, 2012, December 10, 2012, June 10,
2013, December 10, 2013 and June 10, 2014 (each a "Variable Coupon Payment Date").

"Disrupted Day" means, in respect of an Index, a Scheduled Trading Day on which the relevant
Exchange or Related Exchange fails to open for trading during its regular trading session or on which
there is during the one hour prior to the actual closing time of the relevant Exchange or Related
Exchange, a Trading Disruption or an Exchange Disruption in respect of such Index which is (in the
determination of the Calculation Agent) material or the occurrence of Early Closure. If a Disrupted
Day occurs in respect of a security included in the Index at any time then the relevant percentage
contribution of that security to the level of such Index shall be based on the comparison of (x) the
portion of the level of such Index attributable to that security and (y) the overall level of such Index in
each case immediately before the occurrence of such Disrupted Day.

"Early Closure" means in respect of an Index, where there is a closure of any relevant Exchange
relating to securities that comprise 20 per cent or more of the level of such Index or any Related
Exchange prior to its Scheduled Closing Time with less than one hour's (which shall exclude, where
relevant, any time period when the relevant Exchange or Related Exchange is closed between the end
of the morning trading session and the start of the afternoon trading session) notice prior to the actual

time of closure or the deadline for inputting orders to execute trades at the closing time of the relevant
Exchange or Related Exchange.

"Exchange" means The Korea Exchange, Tokyo Stock Exchange, Inc., The Stock Exchange of Hong
Kong Limited and their respective successors (if any). The Exchange "relevant" to an Index is the
stock exchange(s) on which securities comprising the relevant Index are for the time being listed,
traded or publicly quoted, as determined by the Calculation Agent from time to time.

"Exchange Disruption" means in respect of an Index, any event (other than an Early Closure) that
disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in
general (i) to effect transactions in, or obtain market values for, the shares that comprises 20 per cent
or more of the level of such Index on the relevant Exchanges, or (ii) to effect transactions in, or obtain
market values for, futures or options contracts relating to such Index on the Related Exchange.

"Fixed Coupon Rate" means 4.25%, without adjustment.

"Indices" means the indices as set out below (and each an "Index"):

Index Bloomberg
Code
Nikkei-225 Index
NKY
Hang Seng Index
HSI
KOSPI 200 Index
KOSPI2

and the "Basket" is comprised of all the above Indices.

"Initial Index Level" means in respect of each Index, the Closing Level of such Index as of June 3,
2008 (the `Initial Determination Date") provided that if such day is not a Scheduled Trading Day for
any Index, the next following Scheduled Trading Day for such Index. If such Initial Determination
Date is a Disrupted Day for an Index then the Initial Determination Date for the affected Index shall
be the first succeeding Scheduled Trading Day which is not a Disrupted Day, unless each of the 8
Scheduled Trading Days immediately following the day originally scheduled to be the Initial
Determination Date is a Disrupted Day, in which case that 8th Scheduled Trading Day shall be the
Initial Determination Date, notwithstanding the fact that it is a Disrupted Day, and the Calculation
Agent shall determine the Closing Level of the affected Index as of that Initial Determination Date in
accordance with the formula for and method of calculating such Index last in effect prior to the
occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the closing time
on that 8th Scheduled Trading Day of each security comprised in that Index (or if an event giving rise
to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading
Day, its good faith estimate of the value for the relevant security as of the closing time on that eighth
Scheduled Trading Day). For the avoidance of doubt, the Closing Level(s) of the unaffected Index(s)
shall be determined on the Scheduled Initial Determination Date.

"Maturity Date" means the 11th Observation Date currently expected to be June 3, 2014.

"Observation Dates" means June 3, 2009, December 3, 2009, June 3, 2010, December 3, 2010, June 3,
2011, December 5, 2011, June 4, 2012, December 3, 2012, June 3, 2013, December 3, 2013 and June
3, 2014 respectively, provided that in respect of an Index if any such day is not a Scheduled Trading
Day for such Index then the relevant Observation Date shall be the next following Scheduled Trading
Day for such Index, provided further that, if any date so determined falls on a Disrupted Day in
respect of an Index, the Observation Date for the affected Index shall be the first succeeding
Scheduled Trading Day that is not a Disrupted Day relating to that affected Index, unless each of the
eight Scheduled Trading Days immediately following the day originally scheduled to be the

Observation Date is a Disrupted Day in which case that eighth Scheduled Trading Day shall be the
Observation Date for the affected Index, notwithstanding the fact that it is a Disrupted Day, and the
Calculation Agent shall determine the Closing Level of the affected Index as of that Observation Date
in accordance with the formula for and method of calculating the Index last in effect prior to the
occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the closing time
on that 8th Scheduled Trading Day of each security comprised in that the Index (or if an event giving
rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled
Trading Day, its good faith estimate of the value for the relevant security as of the closing time on that
eighth Scheduled Trading Day). For the avoidance of doubt, the Closing Level(s) of unaffected
Index(s) shall be determined on its Scheduled Observation Date. In respect of each Scheduled
Observation Date, the Coupon Payment Date and/or the Redemption Settlement Date and/or the
Corresponding Redemption Date are determined by reference to the last occurring Observation Date.

"Principal Amount" means the principal amount of each Note, being AUD100.

"Redemption Settlement Date" means, the fifth Business Day after the Maturity Date (currently
expected to be June 10, 2014).

"Related Exchange" means, in respect of an Index, the principal exchange (if any) on which options
or futures contracts relating to the Index are traded or quoted, as determined by the Calculation Agent.

"Scheduled Closing Time" means, in respect of an Exchange or Related Exchange and a Scheduled
Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such
Scheduled Trading Day, without regard to after hours or any other trading outside of the regular
trading session hours.

"Scheduled Initial Determination Date" means any original date that, but for the occurrence of an
event causing a Disrupted Day, would have been the Initial Determination Date.

"Scheduled Observation Date" means any original date that, but for the occurrence of an event
causing a Disrupted Day, would have been an Observation Date.

"Scheduled Trading Day" means, in respect of an Index, a day on which each relevant Exchange and
each relevant Related Exchange are scheduled to be open for their respective regular trading sessions.

"Settlement
Cycle" means the period of the relevant Clearing System Business Days following a trade
in the security comprised in the relevant Index on the relevant Exchange in which settlement will
customarily occur according to the rule of such Exchange (or if there are multiple Exchanges in
respect of an Index, the longest such period).

"Sponsor" or "Index Sponsor" means, in respect of an Index, the corporation or other entity that (a) is
responsible for setting and reviewing the rules and procedures and the methods of calculation and
adjustments, if any, related to such Index and (b) announces (directly or through an agent) the level of
such Index on a regular basis during each Scheduled Trading Day.

"Trade Date" means May 27, 2008.
"Trading Disruption" means, in respect of an Index, any suspension of or limitation imposed on
trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of
movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or
otherwise (i) relating to shares that comprises 20 per cent or more of the level of such Index on the
relevant Exchange or (ii) in futures or options contracts relating to such Index on the relevant Related
Exchange.

2.
Form and Transfer

(a)
The Notes will upon issue be represented by a Global Security which has been deposited with
a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear", references to which term shall include any successor clearing system) and
Clearstream Banking, société anonyme ("Clearstream", references to which term shall include
any successor clearing system).

(b)
Individual certificates each evidencing a Holder's holding of Notes ("individual certificates")
will not be issued except where either Euroclear or Clearstream is closed for business for a
continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or
announces an intention to permanently cease business or does in fact do so. In such
circumstances the Issuer will appoint a registrar to keep a register of Holders and cause
sufficient individual certificates to be issued to persons with interest in the Notes represented
by the Global Security who have produced such information that is satisfactory to the Paying
Agent and the Issuer and who have given written instructions ordering the issue of the
relevant individual certificates, and the Issuer will make such amendments to the terms and
conditions of the Notes as the Issuer shall deem appropriate.

(c)
Interests in the Notes may only be transferred in accordance with the rules and procedures for
the time being of Euroclear and Clearstream. All transactions involving the Notes (including
transfers), in the open market or otherwise, must be effected through an account at Euroclear
or Clearstream (each a "Clearing System").

(d)
Title to each Note will pass upon registration of the transfer in the books of the relevant
Clearing System. The holder of a Note (the "Holder") will be the registered holder of the
same shown in the records maintained by the relevant Clearing System. Any certificate or
other document issued by Euroclear or Clearstream as to the principal amount of Notes
standing to the account of any Holder shall be conclusive and binding for all purposes, save in
the case of manifest error.

(e)
The Notes may only be transferred in principal amounts of AUD100 or in integral multiples
thereof.

3. Status

The Notes constitute unsecured and unsubordinated obligations of the Issuer and rank and
shall rank equally among themselves and with all other present and future unsecured and
unsubordinated obligations of the Issuer, other than obligations preferred by mandatory
provisions of law.

4. Redemption

(a) Final
Maturity