Westpac Banking : Pricing Supplement - 4.125% Notes due 4 June 2026

Series No.: 2015-20

Tranche No.: 5

,1 estpac GROUP

(ABN 33 007 457 141)

Issue of

The date of this Supplement is 20 July 2016.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated 5 March 2014 ("Information Memorandum")) relates to the Tranche of Debt Instruments referred to above. It is supplementary to, and should be read in conjunction with the Senior Note Deed Poll dated 5 March 2014 made by Westpac Banking Corporation ("Deed Poll") and the Information Memorandum.

This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Debt Instruments or the distribution of this Supplement in any jurisdiction where such action is required.

Terms used but not otherwise defined in this Supplement have the meaning given in the applicable Conditions set forth in the Information Memorandum.

The particulars to be specified in relation to the Tranche of Debt Instruments referred to above are as follows:

1. Lead Manager Westpac Banking Corporation (ABN 33 007 457 141)
2. Relevant Dealer Westpac Banking Corporation (ABN 33 007 457 141)
3. Registrar and Australian Paying Agent

BTA Institutional Services Australia Limited (ABN 48

002 916 396) of Level 2, 1 Bligh Street, Sydney NSW 2000

1. Calculation Agent BTA Institutional Services Australia Limited (ABN 48 002 916 396)
2. Issuing and Paying Agent (Offshore)
3. If to form a single Series with an existing Series, specify date on which all Debt Instruments of the Series become fungible, if not the Issue Date
4. Status
5. Currency

1. Aggregate Principal Amount of Tranche
2. If interchangeable with existing Series, Series No.
3. Issue Date

1. Commissions Payable
2. Selling Concession
3. Purchase Price
4. Denomination

1. Partly Paid Senior Notes

   If yes, specify number, amounts and dates for, and method of, payment of instalments of subscription moneys and any further additional provisions (including Forfeiture Dates in respect of late payment of Partly Paid Unsubordinated Notes)

2. Type of Debt Instruments
3. If interest-bearing, specify which of the relevant Conditions is applicable, and then specify the matters required for the relevant

Not Applicable Issue Date

Senior

Australian dollars ("A$")

A$50,000,000

Series 2015-20

25 July 2016

108.297 per cent. per Denomination including accrued interest

As set out in the Subscription Acknowledgement dated 20 July 2016 between the Issuer and the Lead Manager and Dealer.

Not Applicable

A$108,297 fully paid per Denomination A$100,000

The minimum aggregate consideration for offers or transfers of the Debt Instruments in Australia must be at least A$500,000 (disregarding moneys lent by the transferor or its associates to the transferee), unless the offer or invitation resulting in the transfer does not otherwise require disclosure to investors in accordance with Parts 60.2 or 7.9 of the Corporations Act 2001 of Australia.

Not Applicable

Fixed Rate Debt Instrument Condition 5.2 applies

Applicable

A$2,062.50 per Denomination

4.125 per cent. per annum payable semi-annually in arrear

4 June 2016

4 June and 4 December of each year commencing on 4 December 2016, up to and including the Maturity Date, subject to adjustment in accordance with the Applicable Business Day Convention specified below.

Australian Bond Basis Not Applicable

Not Applicable

• for Interest Payment Dates:

• for Interest Period End Dates:

• for Maturity Date:

• any other date:

1. Floating Rate Debt Instruments Day

   Modified Following Business Day Convention Not applicable

   Modified Following Business Day Convention

   Not applicable Sydney

   Not Applicable

2. Index-Linked

Not Applicable

1. Other rates
2. Accrual of interest
3. Default Rate
4. Overdue Rate
5. Zero Coupon Debt Instrument
6. Reference Price

31 Maturity Redemption Amount

Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

4 June 2026, subject to adjustment in accordance with the Applicable Business Day Convention specified above.

100 per cent. of the Outstanding Principal Amount of the Debt Instruments.

Specify if applicable

Specify minimum notice period Specify maximum notice period

Specify any conditions to early redemption

If Early Redemption Amount (Tax) is not the Outstanding Principal Amount, together with accrued interest (if any) thereon of the Debt Instruments, insert amount or full calculation provisions

1. Early Redemption Amount (Call) Specify if applicable

2. Early Redemption Amount (Put) Specify if applicable

3. Early Redemption Amount (Adverse

Tax Event)

Specify if applicable

Applicable 15 days

45 days

Not Applicable

100 per cent. of the Outstanding Principal Amount of the Debt Instruments.

Not Applicable

Not Applicable

Not Applicable

36 Early Redemption (Regulatory Event)

Amount

Specify if applicable

37 Early Termination Amount

If Early Termination Amount is not the Outstanding Principal Amount of the Debt Instruments, insert

amount or full calculation provisions

Specify if Holders are not to receive accrued interest on early redemption on default

38 Redemption of Zero Coupon Debt Instruments

Not Applicable

100 per cent. of the Outstanding Principal Amount of the Debt Instruments.

Not Applicable

Not Applicable