13 December 2006

The Manager

Company Announcements Office Australian Stock Exchange 4^th Floor, 20 Bridge Street SYDNEY NSW 2000

Office of the Company Secretary

Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA

Telephone 03 9634 6400 Facsimile 03 9632 3215

ELECTRONIC LODGEMENT

Dear Sir or Madam

2006 Updated Euro-Commercial PaperProgram Information Memorandum

Attached for your information is a copy of the 2006 updated Euro-Commercial Paper Program Information Memorandum issued by Telstra on 13 December 2006.

Yours sincerely

North braking

Douglas Gration Company Secretary

Euro-Commercial Paper Program

Information Memorandum

Effective Date: 12 December 2006

Arranger Citigroup

Dealers Banc of America Securities Asia Limited Barclays Capital Citigroup Deutsche Bank AG, London Branch

C. B. Dins

CORPORATE TREASURER

$\frac{1}{2}$

Gelstra

CONTENTS	$\mathbf{2}$
IMPORTANT NOTICE	3
SUMMARY OF THE PROGRAM	7
INFORMATION RELATING TO THE ISSUER	9
SELLING RESTRICTIONS	9
FORMS OF NOTES	13
DIRECTORY	28

Important Notice

Introduction

This Information Memorandum relates to a euro-commercial paper program ("Program") established by Telstra Corporation Limited ("Issuer") under which short term promissory notes (euro-commercial paper) may be issued from time to time ("Notes").

Copies of this Information Memorandum may be downloaded from the Issuer's website at http://www.teistra.com.au/aboutteistra/investor/treasury/foreign_documentation.cfm

Under the Program the Issuer may issue Notes outside the United States pursuant to Regulation S ("Regulation S") of the United States Securities Act of 1933, as amended (the "Securities Act").

The Issuer has appointed Citibank International plc as Arranger and each of the Dealers (as defined in the "Summary of the Program") as dealers for the Notes and authorised and requested the Dealers to circulate the Information Memorandum on its behalf to purchasers or potential purchasers of Notes.

Issuer's responsibility

This Information Memorandum has been prepared by and issued with the authority of the Issuer. The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and is not misleading and does not omit anything likely to affect the import of such information.

Documents incorporated by reference

This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated by reference (see "Documents incorporated by reference" below). This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to "Information Memorandum" are to this Information Memorandum and to any other document incorporated by reference collectively and to any of them individually.

No independent verification

The only role of the Arranger, the Dealers and the Issuing and Paying Agent (each as defined in the "Summary of the Program") in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective descriptions under the heading "Directory" are accurate as at the Preparation Date (as defined below).

Apart from the foregoing, none of the Arranger, the Dealers nor the Issuing and Paying Agent has independently verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by them as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Program.

Independent advice

This Information Memorandum contains only summary information concerning the Notes. It is not intended to provide the basis of any credit or other evaluation in respect of the Issuer or the Notes and should not be considered as a recommendation by the Issuer, the Arranger, the Dealers or the Issuing and Paying Agent that any recipient of this Information Memorandum or any other financial statements should purchase any Notes or any rights in respect of any Notes. Each investor contemplating purchasing any Notes or any rights in respect of any Notes under the Program should make (and shall be taken to have made) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer.

No advice is given in respect of the taxation treatment of investors in connection with investment in any Notes and each investor is advised to consult its own professional adviser.

Tax

No comment is made or advice given by the Issuer, the Arranger or any Dealer in respect of taxation matters relating to the Notes and each investor is advised to consult their own professional adviser.

The EU has adopted a Directive regarding the taxation of savings income. Subject to a number of important conditions being met, Member States are required to provide tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual resident in another Member State, except that Austria, Belgium and Luxembourg instead impose a withholding tax system for a transitional period unless during such period they elect otherwise.

Date and currency of information

The information contained in this Information Memorandum is prepared as of its Preparation Date. Neither the delivery of this Information Memorandum nor any sale made in connection with this Information Memorandum at any time implies that the information contained in it concerning the Issuer is correct at any time subsequent to the Preparation Date or that any other information supplied in connection with the Program is correct as of any time subsequent to the Preparation Date. In particular, the Issuer is under no obligation to update this Information Memorandum at any time after an issue of Notes in respect of that issue of Notes.

In this Information Memorandum, "Preparation Date" means:

in relation to this Information Memorandum, the date indicated on its face or, if the Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement;
in relation to the Annual Report and any financial statements incorporated in this Information Memorandum, the date up to, or as at, the date on which the Annual Reports and statements relate; and
in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release.

The Arranger, the Dealers and the Issuing and Paying Agent expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Program or to advise any holders of Notes of any information coming to their attention with respect to the Issuer. Investors should review, amongst other things, the documents deemed to be incorporated in this Information Memorandum by reference when deciding whether or not to purchase any Notes. Also, the Issuer makes filings with regulatory authorities from time to time, which may include information material to investors. Copies of such filings are available from the Issuer's website www.telstra.com.au/abouttelstra/investor/index.cfm.

Supplemental Information Memorandum

The Issuer has given an undertaking to the Arranger and the Dealers that, unless the Issuer does not intend to issue Notes under the Program for the time being, if at any time during the life of the Program any fact, condition, matter or thing of which the Issuer becomes aware renders anything contained in this Information Memorandum inaccurate, incomplete or misleading in any material respect, it will prepare an amendment or supplement to this Information Memorandum or publish a replacement Information Memorandum.

No authorisation

No person is or has been authorised by the Issuer or the Dealers to give any information or make any representations not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the Issuer, the Program or the issue or sale of the Notes and, if given or made, such information or representation must not be relied on as having been authorised by the Issuer, any of the Arranger, the Dealers or the Issuing and Paying Agent.

Ratings

This Information Memorandum contains references to ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the relevant rating agency.

Distribution arrangements

The distribution of this Information Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. For a description of certain restrictions on offers and sales of Notes and on distribution of this Information Memorandum, see "Selling Restrictions". None of the Issuer, the Arranger, the Dealers nor the Issuing and Paying Agent represents that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements or a statement of opinion (or a report of either of those things) in any such jurisdiction, or under an exemption available in that jurisdiction, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger, the Dealers or the Issuing and Paying Agent which would permit a public offering of any Notes or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, US PERSONS (AS DEFINED IN REGULATION S).

No application will be made to list the Notes on any stock exchange. A communication of an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received in connection with the issue or sale of any Notes will only be made in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

No offer

This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, the Arranger, the Dealers or the Issuing and Paying Agent to any person to subscribe for, purchase or otherwise deal in any Notes nor is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Notes.

Fees

The Arranger, each Dealer, and their respective subsidiaries, directors and employees may have pecuniary or other interests in the Notes and may also have interests pursuant to other arrangements and may receive fees, brokerage and commissions and may act as a principal in dealing in any Notes.

References to currencies

In this Information Memorandum, unless otherwise specified or the context otherwise requires, references to "Australian Dollars" and "A\$" are to the lawful currency of the Commonwealth of Australia. references to "US Dollars" and "US\$" are to the lawful currency of the United States of America and reference to "euro" and "EUR" are references to the currency introduced at the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

Documents incorporated by reference

The following documents are incorporated in, and taken to form part of, this Information Memorandum:

all amendments and supplements to this Information Memorandum prepared by the Issuer from time to time:
the most recent published financial statements of the Issuer from time to time which are publicly available and any subsequent interim financial statements of the Issuer and its subsidiaries ("Group") from time to time which are publicly available:
all announcements provided by the Issuer to the Australian Stock Exchange Limited pursuant to the Issuer's continuous disclosure obligations under the Corporations Act 2001; and
all documents issued by the Issuer and stated to be incorporated in this Information Memorandum by reference.

Any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of this Information Memorandum, shall be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement.

Copies of documents incorporated by reference may be obtained from the Issuer and are available for inspection at the Issuer's website www.telstra.com.au/abouttelstra/investor/index.cfm.

Summary of the Program

The following is a brief summary only and should be read in conjunction with the rest of this Information
Memorandum and, to the extent applicable, the Terms and Conditions of the Notes.

General
lssuer:	Telstra Corporation Limited (32 051 775 556)
Arranger:	Citibank International plc
Dealers:	The names and contact details of the current Dealers are listed in the Dealer Directory.
Issuing and Paying Agent:	Deutsche Bank AG
Purpose:	Proceeds from the issue of Notes will be used for general corporate funding requirements.
Size:	There is no limit on the aggregate face value of Notes which may be issued under the Program.
Currencies:	Notes may be denominated in Australian Dollars, euro, US Dollars and any other currency which is freely transferable and freely convertible into Australian Dollars, euro or US Dollars provided that it is lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary, regulatory or other authority, for deposits to be made in such currency and for such Note to be issued, offered for sale, sold and delivered.
Denominations:	A minimum denomination of A\$500,000, EUR500,000, US\$500,000 (or a denomination not less than the equivalent in any other currency) or such other amount as the Issuer and the relevant Dealer(s) may agree, subject to applicable legal and regulatory requirements.
Form of the Notes:	The Notes will be in bearer form. Each issue of Notes will be represented by a Global Note which will be exchangeable only in whole for Definitive Notes upon default or in certain other limited circumstances set out in the permanent Global Note.
Yield Basis:	The Notes may be issued at a discount or bear interest at a fixed or floating rate or calculated by reference to an index or formula.
Tenor of the Notes:	Not less than 1 nor more than 364 days (from and including the date of issue), subject to legal and regulatory requirements.
Redemption:	The Notes may be redeemed at par or at an amount calculated by reference to an index or formula.
Clearing systems:	Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other recognised clearing system as may be agreed from time to time.
Delivery:	Global Notes will be delivered to a common depositary for Euroclear and Clearstream, Luxembourg. Accountholders will, in respect of Global Notes, have the benefit of a Deed of Covenant given by the Issuer dated 12 December 2006 ("Deed of Covenant"), copies of which may be inspected during normal business hours at the specified office of the Issuing and Paying Agent.

Status of the Notes:	The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu with all other unsecured and unsubordinated obligations of the Issuer, except liabilities mandatorily preferred by law.
Taxation:	All payments on the Notes will be made free and clear of any withholding taxes of the Commonwealth of Australia, subject to certain customary exceptions as set out in the Notes.
Listing:	The Notes will not be listed on any stock exchange.
Selling restrictions:	The offering and sale of the Notes is subject to all applicable selling restrictions. See "Selling Restrictions" below.
Governing law:	English
Rating:	ratings of the credit Issuer The I be found can - at http://www.telstra.com.au/abouttelstra/investor/treasury/index.cfm

Please refer to the Issuer's website for information regarding the Issuer and a business description - http://www.telstra.com.au/abouttelstra/investor/treasury/index.cfm

Pursuant to the dealer agreement dated on or about 12 December 2006 between the Issuer and the Dealers as amended and supplemented from time to time ("Dealer Agreement"), the Notes will be offered by the Issuer through the Dealers or to third parties who are not Dealers. The Issuer will have the sole right to accept any such offers to purchase Notes and may reject any such offer in whole or (subject to the terms of such offer) in part. Each Dealer has the right to reject any offer to purchase Notes made to it in whole or (subject to the terms of such offer) in part. The Issuer is entitled under the Dealer Agreement to appoint one or more Dealers as a dealer for a particular issue of Notes.

$\mathbf{1}$ General

No action has been taken by the Issuer in any jurisdiction that would permit a public offering of the Notes or possession or distribution of this Information Memorandum or any relevant Supplement, advertisement or other offering material in any jurisdiction where action for that purpose is required.

Accordingly, by its purchase and acceptance of Notes issued under the Dealer Agreement, each Dealer has represented and agreed that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell, or deliver Notes and that it will not directly or indirectly offer, sell, resell, reoffer or deliver Notes or distribute the Information Memorandum or any other document, circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations.

$\overline{2}$ Australia

No prospectus or other disclosure document (as defined in the Corporations Act ) in relation to the Program or the Notes has been lodged or will be with the Australian Securities and Investments Commission ("ASIC"). Each Dealer has represented and agreed that it:

has not offered or invited application, and will not offer or invite applications, for the $(a)$ issue, sale or purchase of the Notes in Australia (including an offer or invitation which is received by a person in Australia); and
has not distributed or published, and will not distribute or publish, the Information (b) Memorandum or any other offering material or advertisement relating to the Notes in Australia,

unless (i) the minimum aggregate consideration payable by each offeree is at least A\$500,000 or its equivalent in any other currency (disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act 2001 of Australia and (ii) such action complies with all applicable laws, regulations and directives, and (iii) does not require any document to be lodged with ASIC.

3 The United States of America

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

Each Dealer has represented and agreed that it has offered and sold the Notes, and it will offer and sell the Notes only outside the United States to non-US persons in accordance with Rule 903 of Regulation S under the Securities Act ("Regulation S"). Accordingly, each Dealer represents and agrees that neither it, nor any of its affiliates nor any person acting on its behalf has engaged or will engage in any direct selling efforts with respect to the Notes and that it and they have complied with and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect:

"The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold with in the United States or to, or for the account or benefit of, US persons. Terms used above have the meanings given to them by Regulation S under the Securities Act."

Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

4 European Economic Area

Unless otherwise stated in these Selling Restrictions, in relation to each European Economic Area State which has implemented the Prospectus Directive (each a "Relevant EEA State"), each Dealer has represented and agreed, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant EEA State (the "Relevant" Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant EEA State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant EEA State:

in (or in Germany, where the offer starts within) the period beginning on the date of $(a)$ publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant EEA State or, where appropriate, approved in another Relevant EEA State and notified to the competent authority in that Relevant EEA State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;
at any time to legal entities which are authorised or regulated to operate in the financial $(b)$ markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities:
$(c)$ at any time to any legal entity which has two or more of:
an average of at least 250 employees during the last financial year; $(i)$
$(ii)$ a total balance sheet of more than €43,000,000; and
$(iii)$ an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
$(d)$ at any time in any other circumstances which do not require the publication by any Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant EEA State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that EEA State by any measure implementing the Prospectus Directive in that EEA State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant EEA State.

5 The United Kingdom

In relation to each issue of Notes, each Dealer subscribing for or purchasing such Notes represented and agreed that:

$(a)$ it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom;
$(b)$ in relation to any Notes, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or

disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the FSMA by the Issuer; and

$(c)$ it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.

6 Hong Kong

In relation to each issue of Notes, each Dealer has represented and agreed that:

it has not offered or sold, and will not offer or sell, in Hong Kong, by means of any $(a)$ document, any Notes other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent) or (ii) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32 of the laws of Hong Kong) (the "CO"), or (iii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO") and any rules made under the SFO, or (iv) in other circumstances which do not result in the document being a "prospectus" within the meaning of the CO; and
$(b)$ it has not issued, or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the SFO and any rules made under the SFO.

$\overline{I}$ Japan

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan, as amended ("Securities and Exchange Law") and, accordingly, each Dealer has agreed that it has not, directly or indirectly, offered or sold and that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

8 Singapore

The Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act 2001 of Singapore (the "Securities and Futures Act").

Each Dealer has represented and agreed that it will not offer or sell the Notes nor make the Notes the subject of an invitation for subscription or purchase, nor will it circulate or distribute the Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to the public or any member of the public in Singapore other than:

$(a)$ to an institutional investor or other person specified in Section 274 of the Securities and Futures Act:

to a sophisticated investor (as defined in Section 275 of the Securities and Futures Act), $(b)$ and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act; or
otherwise pursuant to, and in accordance with the conditions of, any other applicable $(c)$ provision of the Securities and Futures Act.

$\mathbf 9$ Further restrictions

If as a result of a change in or the making of any law, treaty or official directive or request (whether or not having the force of law, but if not having the force of law compliance with which is in accordance with the practice of responsible financial institutions in the country concerned) the Issuer reasonably determines that the selling restrictions set out above require amendment or variation to ensure compliance with such law, treaty or official directive or request, the Issuer may by 30 days' notice to each Dealer notify new selling restrictions which shall take effect from the date specified in such notice.

Part 1 - Form of Global Note

TELSTRA CORPORATION LIMITED ABN 33 051 775 556 (Incorporated with limited liability in Australia)

THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THIS GLOBAL NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S.

No:	Series No:
Issued in London on:	Maturity Date:
Specified Currency:	Denomination:
Nominal Amount: ¹
Fixed Interest Rate ³ /Margin: ⁴ % per annum	Interest Basis: Floating Rate/Indexed/Discount/Fixed Rate
Reference Banks: 4	Calculation Agent: ² (Floating rate or Index-linked)
Interest Payment Dates: ⁵	Reference Rate: LIBOR/EURIBOR ⁶
Interest Commencement Date: ⁵

1 For value received, Telstra Corporation Limited ("Issuer") promises to pay to the bearer of this Global Note on the Maturity Date:
$(a)$ the Nominal Amount; or
$(b)$ if this Global Note is index-linked, an amount (representing either nominal or coupon) to be calculated by the Calculation Agent, in accordance with the redemption calculation, a copy of which is attached to this Global Note and is available for inspection at the office of the Issuing and Paying Agent referred to below,

together (in any case) with interest thereon at the rate and at the times (if any) specified herein.

Delete as appropriate.

Complete for all Notes (words and figures if a Sterling Note). $\overline{2}$

Complete for index-linked Notes only. 3

Complete for fixed rate interest bearing Notes only. $\ddot{ }$

Complete for floating rate interest bearing Notes only. 5

Complete for interest bearing Notes if interest is payable before Maturity Date.

Delete as appropriate. The Reference Rate should always be LIBOR unless the Note is denominated in euros and the Issuer and the relevant Dealer agree EURIBOR should be used instead.

the country of the Specified Currency or (ii) if this Global Note is denominated or payable in euros, in Paris, Brussels, Frankfurt or Luxembourg or any principal financial centre of a country which operates a clearing system in euros or (iii) if this Global Note is denominated in or payable in US dollars, in London. The Issuer will ensure that it maintains a paying agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive.

$2.$ This Global Note is issued in representation of an issue of Notes in the aggregate Nominal Amount specified above.
1. All payments in respect of this Global Note by or on behalf of the Issuer will be made without withholding of or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or on behalf of the Commonwealth of Australia or any political sub-division or authority therein or thereof having power to tax, unless the Issuer is compelled by law to withhold or deduct any such taxes, duties, assessments or governmental charges. In that event, the Issuer will pay such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts receivable by the holder hereof after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of this Global Note, in the absence of such withholding or deduction, except that no such additional amount shall be payable with respect to this Global Note:
$(a)$ to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of this Global Note by reason of his having some connection with the Commonwealth of Australia other than the mere holding of this Global Note provided that such holder shall not be regarded as being connected with the Commonwealth of Australia for the reason that such a holder is a resident of the Commonwealth of Australia within the meaning of the Income Tax Assessment Act 1936 (the "Tax Act") where, and to the extent that, such tax is payable by reason of Section 128B(2A) of the Tax Act; or
to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so $(b)$ avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where this Global Note is presented for payment; or
$(c)$ if presented for payment more than 15 days after payment is due in respect of this Global Note except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the fifteenth day; or
$(d)$ where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
$(e)$ presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting this Global Note to another paying agent in a Member State of the European Union; or
to, or to a third party on behalf of, a holder who is liable to such taxes, duties, $(f)$ assessments or governmental charges in respect of this Global Note by reason of his being an Offshore Associate of the Issuer and the holder is acting other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act 2001 of Australia.

For the purposes of this Global Note:

"Offshore Associate" means an associate (as defined in section 128F of the Tax Act) of the Issuer that is either (i) a non-resident of Australia which does not acquire this Global Note in carrying on a business in Australia at or through a permanent establishment of the associate in Australia, or (ii) a resident of Australia that acquires this Global Note in carrying on a business in a country outside Australia at or through a permanent establishment of the associate in that country.

1. The payment obligations of the Issuer represented by this Global Note constitute direct. unconditional, unsubordinated and unsecured obligations of the Issuer and rank and will rank pari passu without any preference among themselves with all other present and future, unsecured and unsubordinated obligations, of the Issuer other than obligations preferred by mandatory provisions of law.
1. If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein), payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (unless that date falls more than 364 days after the date of issue, in which case payment shall be made on the immediately preceding Payment Business Day) and the bearer of this Global Note or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment.

As used in this Global Note:

"Payment Business Day" means any day (other than a Saturday or a Sunday) on which (a) commercial banks and foreign exchange markets settle payments and are open for general business in London and in the place of payment for each Specified Currency, which in the case of Australian dollars shall be Sydney, (b) both Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme are operating and (c) in relation to a payment to be made in euros, the TARGET system is operating credit or transfer instructions in respect of payments in euros (a "euro Business Day").

"TARGET" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system or any successor thereto.

1. This Global Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim on the part of the Issuer against any previous bearer hereof.
This Global Note is issued in respect of an issue of Notes of the Issuer and is exchangeable (free 7. of charge) in whole (but not in part only) for duly executed and authenticated bearer Notes in definitive form ("Definitive Notes") whether before, on or, subject as provided below, after the Maturity Date:
(a) if Euroclear or Clearstream, Luxembourg is closed for a continuous period of 14 days (other than by reason of weekends or public holidays, statutory or otherwise) or announces an intention to permanently cease to do business or does in fact do so and no successor or alternative clearing system is available; or
$(b)$ if default is made in the payment of any amount payable in respect of this Global Note.

If an event in paragraph (a) or (b) above occurs, the Issuer hereby undertakes that, upon presentation and surrender of this Global Note during normal business hours to the above specified office of Deutsche Bank AG acting as Issuing and Paying Agent (or to any other person or at any other office outside the United States as may be designated in writing by the Issuer to the bearer), the Issuing and Paying Agent shall authenticate and deliver, in exchange for this Global Note, Definitive Notes denominated in the above-mentioned Specified Currency in an aggregate nominal amount equal to the Nominal Amount of this Global Note.

If, for whatever reason, Definitive Notes are not issued pursuant to the terms of this Global Note 8. in full exchange for this Global Note before 5.00 p.m. (London time) on the thirtieth day after surrender, this Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 12 December 2006 entered into by the Issuer copies of which are available for inspection during normal business hours at the offices of the Issuing and Paying Agent referred to above).
1. If this is an interest bearing Global Note, then:
$(a)$ notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day or, if earlier, on the Maturity Date;
upon each payment of interest (if any) prior to the Maturity Date in respect of this Global $(b)$

Note, the Schedule hereto shall be duly completed by the Issuing and Paying Agent to reflect such payment; and

if no Interest Payment Dates are specified on the face of the Global Note, the Interest $(c)$ Payment Date shall be the Maturity Date.
If this is a fixed rate interest bearing Global Note, interest shall be calculated on the Nominal 10. Amount as follows:
$(a)$ interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Sterling or if market practice so dictates (as determined by the Issuing and Paying Agent), 365 days at the Fixed Interest Rate specified above with the resulting figure being rounded to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards); and
$(b)$ the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period" for the purposes of this paragraph.
$11.$ If this is a floating rate interest bearing Global Note, interest shall be calculated on the Nominal Amount as follows:
$(A)$ if this Global Note specifies LIBOR as the Reference Rate, interest shall be $(a)$ payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Global Note is denominated in Sterling or if market practice so dictates (as determined by the Calculation Agent), 365 days at a rate (the "Rate of Interest") determined on the following basis:
- $(i)$ on the first day of each Interest Period (if this Global Note is denominated in Sterling) or, if this Global Note is denominated in euros, on the second euro Business Day (as defined in paragraph 5 above). before the beginning of each Interest Period or, if this Global Note is denominated in any other currency, the second London Business Day (as defined below) before the beginning of each Interest Period (each a "LIBOR Interest Determination Date") the Calculation Agent will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the relevant LIBOR Interest Determination Such offered rate will be that which appears on the display Date. designated as page 3750 or 3740 on the Moneyline Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank offered rates of major banks for deposits in the Specified Currency for a duration approximately equal to the Interest Period). The Rate of Interest for such Interest Period will be the aggregate of the Margin and the LIBOR rate which so appears, as determined by the Calculation Agent;
- if on any LIBOR Interest Determination Date for any reason such offered $(ii)$ rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration approximately equal to the Interest Period concerned as at 11.00 a.m. (London time) on the relevant LIBOR Interest Determination Date. The Rate of Interest for such Interest Period will be the aggregate of the Margin and such quotation (if only one is provided) or the arithmetic mean (rounded, if necessary, up to the nearest four decimal places) of such quotations (if two or more are so provided), as determined by the Calculation Agent; and
$(iii)$ if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period will be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) above have applied;
$(b)$ the Calculation Agent will, as soon as practicable after 11.00 a.m. (London time) on each LIBOR Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest") for one Global Note of each Denomination for the relevant Interest Period. The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Global Note of each Denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360 or, if this Global Note is denominated in Sterling, or, if market practice so dictates (as determined by the Calculation Agent) by 365 and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent will (in the absence of manifest error or fraud) be final and binding upon all parties;
$(c)$ a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period will be conclusive and binding as between the Issuer and the bearer hereof;
$(d)$ the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and
$(e)$ the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be given as soon as practicable after the determination of the Rate of Interest.

"London Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business in London.

$(B)$ $(a)$ If this Global Note specifies EURIBOR as the Reference Rate, interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days at a rate (the "Rate of Interest") determined on the following basis:
$(i)$ on the second euro Business Day (as defined in paragraph 5 above) before the beginning of each Interest Period (each a "EURIBOR Interest Determination Date") the Calculation Agent will determine the European Interbank Offered Rate for deposits in euros for the Interest Period concerned as at 11.00 a.m. (Brussels time) on the relevant EURIBOR Interest Determination Date. Such offered rate will be that which appears on the display designated as page 248 on the Moneyline Telerate Monitor (or such other page or service as may replace it for the purpose of displaying European Interbank Offered Rates of prime banks in the euro-zone (as defined below) for deposits in euros for a duration approximately equal to the Interest Period). The Rate of Interest for such Interest Period will be the aggregate of the Margin and the EURIBOR rate which so appears, as determined by the Calculation Agent;
$(ii)$ if on any EURIBOR Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request the principal euro-zone office of each of the Reference Banks to provide its offered quotation to leading banks in the euro-zone interbank market for deposits in euros for a duration approximately equal to the Interest Period concerned as at 11.00 a.m. (Brussels time) on the relevant EURIBOR Interest Determination Date. The Rate of Interest for such

$17$

EURIBOR Interest Period will be the aggregate of the Margin and such quotation (if only one is provided) or the arithmetic mean (rounded, if necessary, up to the nearest four decimal places) of such quotations (if two or more are so provided), as determined by the Calculation Agent; and

if the Calculation Agent is unable to determine the Rate of Interest for an $(iii)$ Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period will be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) above shall have applied;

For the purposes of this Global Note, "euro-zone" means the region comprised of the countries whose lawful currency is the euro;

the Calculation Agent will, as soon as practicable after 11.00 a.m. (Brussels $(b)$ time) on each EURIBOR Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest") for one Global Note of each Denomination for the relevant Interest Period. The Amount of Interest will be calculated by applying the Rate of Interest to the Nominal Amount of one Global Note of each Denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties;
$(c)$ a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period will be conclusive and binding as between the Issuer and the bearer hereof:
the period beginning on (and including) the Interest Commencement Date and $(d)$ ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and
$(e)$ the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be given as soon as practicable after the determination of the Rate of Interest.
$12.$ All notices required to be given under paragraph 11 in respect of this Global Note will be delivered to Euroclear and/or Clearstream, Luxembourg or, if this Global Note has been exchanged for Definitive Notes pursuant to paragraph 7, it will be published in the Financial Times or in another leading London daily newspaper.
1. Instructions for payment must be received at the offices of the Issuing and Paying Agent together with this Global Note as follows:
$(a)$ if this Global Note is denominated in Australian dollars, at least two Payment Business Days prior to the relevant payment date;
if this Global Note is denominated in United States dollars or Sterling on or prior to the $(b)$ relevant payment date; and

in all other cases, at least one Payment Business Day prior to the relevant payment date.

$14.$ This Global Note shall not be validly issued unless manually authenticated by Deutsche Bank AG as Issuing and Paying Agent.
1. This Global Note will become void unless presented for payment within a period of ten years from the Maturity Date.
1. This Global Note is governed by, and will be construed in accordance with, the laws of England.
$17₁$ In relation to any legal action or proceedings arising out of or in connection with this Global Note (Proceedings) the Issuer irrevocably submits to the jurisdiction of the courts of England and any courts of appeal from them and waives any objection to Proceedings in such courts whether on the grounds that the Proceedings have been brought in an inconvenient forum or otherwise. This submission is made for the benefit of the bearer of this Global Note and shall not limit the right of

such bearer to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any court of competent jurisdiction preclude the bearer from taking Proceedings in any other court of competent jurisdiction (whether concurrently or not).

The Issuer irrevocably appoints Telstra Europe Limited at Telstra House, 21 Tabernacle Street, London EC2A 4DE (or at any address of the Issuer in England at which process may be served on it in accordance with Part XXIII of the Companies Act 1985) as its authorised agent for service of process in England. Nothing in this Global Note shall affect the right to serve process in any other manner permitted by law. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith appoint a new agent for service of process in England.

$18.$ No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

Signed in facsimile on behalf of Telstra Corporation Limited

Bv: (Authorised Signatory)

AUTHENTICATED by Deutsche Bank AG Without recourse, warranty or liability and for authentication purposes only

By: (Authorised Signatory)

SCHEDULE

Payments of Interest

The following payments of interest in respect of this Global Note have been made:

Date Made	Payment From	Payment To	Amount Paid	Notation on behalf of Issuing and Paying Agent

Pro forma Redemption Calculation (Index-Linked Global Note)

This is the Redemption Calculation relating to the attached index-linked Global Note:

Calculation Date:

Calculation Agent:

Redemption Amount:

to be calculated by the Calculation Agent as follows:

[Insert particulars of index and redemption calculation]

[Indicate whether the calculation refers to nominal or coupon]

Confirmed:

. . . . . . . . . . . . . . . . . . . . For Telstra Corporation Limited

Note: The Calculation Agent is required to notify the Issuing and Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same.

Part 2 - Form of Definitive Note

TELSTRA CORPORATION LIMITED ABN 33 051 775 556

(Incorporated with limited liability in Australia)

THIS DEFINITIVE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THIS DEFINITIVE NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S.

	No:
	Issued in London on:
	Specified Currency:
Nominal Amount: ¹
Fixed Interest Rate ³ /Margin: ⁴ % per annum Interest Basis: Floating	Rate/Indexed/Discount/Fixed Rate
	Reference Banks: 4 (Floating Rate or Index-linked)
Interest Payment Dates: ⁵
Interest Commencement Date: ⁵

For value received, Telstra Corporation Limited ("Issuer") promises to pay to the bearer of this 1. Definitive Note on the above-mentioned Maturity Date:
$(a)$ the above-mentioned Nominal Amount; or
$(b)$ If this Definitive Note is index-linked, an amount (representing either nominal or coupon) to be calculated by the Calculation Agent, in accordance with the redemption calculation. a copy of which is attached to this Definitive Note and is available for inspection at the office of the Issuing and Paying Agent referred to below.

together (in any case) with interest thereon at the rate and at the times (if any) specified herein,

All such payments shall be made in accordance with an Issuing and Paying Agency Agreement dated 12 December 2006 between, inter alia, the Issuer and Deutsche Bank AG as paying agent and as issuing agent ("Issuing and Paying Agent"), a copy of which is available for inspection at the office of the Issuing and Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and either surrender or endorsement, as the case may be, of this Definitive Note at the office of the Issuing and Paying Agent referred to above by transfer to an account denominated in the Specified Currency maintained by the bearer (i) if the Specified Currency is other than euros or US dollars, in the principal financial centre in the country of the Specified Currency or (ii) if this Definitive Note is denominated or payable in euros, in Paris, Brussels, Frankfurt or Luxembourg or any principal financial centre of a country which operates a clearing system in euros or (iii) if this Definitive Note is denominated or payable in US dollars, in London. The Issuer will ensure that it maintains a paying agent in a

Delete as appropriate. $\overline{1}$

Complete for all Notes (words and figures if a Sterling Note). $\ddot{\rm{2}}$

Complete for index-linked Notes only. 3

Complete for fixed rate interest bearing Notes only. $\sqrt{4}$

Complete for floating rate interest bearing Notes only. $\overline{5}$

Complete for interest bearing Notes if interest is payable before Maturity Date. ¢

Delete as appropriate. The Reference Rate should always be LIBOR unless the Note is denominated in euros and the Issuer and the relevant Dealer agree EURIBOR should be used instead.

Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive,

$\overline{2}$ . All payments in respect of this Definitive Note by or on behalf of the Issuer will be made without withholding of or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or on behalf of the Commonwealth of Australia or any political sub-division or by any authority thereof having power to tax, unless the Issuer is compelled by law to withhold or deduct any such taxes, duties, assessments or governmental charges. In that event, the Issuer will pay such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts receivable by the holder hereof after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of this Definitive Note, in the absence of such withholding or deduction, except that no such additional amount shall be payable with respect to this Definitive Note:
$(a)$ to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of this Definitive Note by reason of his having some connection with the Commonwealth of Australia other than the mere holding of this Definitive Note provided that such holder shall not be regarded as being connected with the Commonwealth of Australia for the reason that such a holder is a resident of the Commonwealth of Australia within the meaning of the Income Tax Assessment Act 1936 (the "Tax Act") where, and to the extent that, such tax is payable by reason of Section 128B(2A) of the Tax Act; or
to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so $(b)$ avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where this Definitive Note is presented for payment; or
$(c)$ if presented for payment more than 15 days after payment is due in respect of this Definitive Note except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the fifteenth day; or
$(d)$ where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
$(e)$ presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting this Definitive Note to another paying agent in a Member State of the European Union; or
$(f)$ to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of this Definitive Note by reason of his being an Offshore Associate of the Issuer and the holder is acting other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act 2001 of Australia.

For the purposes of this Definitive Note:

"Offshore Associate" means an associate (as defined in section 128F of the Tax Act) of the Issuer that is either (i) a non-resident of Australia which does not acquire this Definitive Note in carrying on a business in Australia at or through a permanent eslablishment of the associate in Australia, or (ii) a resident of Australia that acquires this Definitive Note in carrying on a business in a country outside Australia at or through a permanent establishment of the associate in that country.

The payment obligations of the Issuer represented by this Definitive Note constitute direct, 3. unconditional, unsubordinated and unsecured obligations of the Issuer and rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations, of the Issuer other than obligations preferred by mandatory provisions of law.

If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein), payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (unless that date falls more than 364 days after the date of issue, in which case payment shall be made on the immediately preceding Payment Business Day) and the bearer of this Definitive Note or the holder or beneficial owner of any interest herein or rights in respect hereof shall not be entitled to any interest or other sums in respect of such postponed payment.

As used in this Definitive Note:

"TARGET" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system or any successor thereto.

This Definitive Note is negotiable and, accordingly, title hereto shall pass by delivery and the 5. bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim on the part of the Issuer against any previous bearer hereof.
1. If this is an interest bearing Definitive Note, then:
notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect (a) of this Definitive Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the amount referred to in part (a) or (b) (as the case may be) of paragraph 1 shall be payable on such fifteenth day or, if earlier, on the Maturity Date; and
$(b)$ upon each payment of interest (if any) prior to the Maturity Date in respect of this Definitive Note, the Schedule hereto shall be duly completed by the Issuing and Paying Agent to reflect such payment; and
if no Interest Payment Dates are specified on the face of the Global Note, the Interest $(c)$ Payment Date shall be the Maturity Date.
$\overline{7}$ . If this is a fixed rate interest bearing Definitive Note, interest shall be calculated on the Nominal Amount as follows:
interest shall be payable on the Nominal Amount in respect of each successive Interest $(a)$ Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Definitive Note is denominated in Sterling or if market practice so dictates (as determined by the Issuing and Paying Agent), 365 days at the Fixed Interest Rate specified above with the resulting figure being rounded to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards); and
the period beginning on (and including) the Interest Commencement Date and ending on $(b)$ (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period" for the purposes of this paragraph.
1. If this is a floating rate interest bearing Definitive Note, interest shall be calculated on the Nominal Amount as follows:
if this Definitive Note specifies LIBOR as the Reference Rate, interest shall be $(A)$ $(a)$ payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days or, if this Definitive Note is denominated in Sterling or if the market practice so dictates (as

determined by the Calculation Agent), 365 days at a rate (the "Rate of Interest") determined on the following basis:

$(i)$ on the first day of each Interest Period (if this Definitive Note is denominated in Sterling) or, if this Definitive Note is denominated in euros, on the second euro Business Day (as defined in paragraph 4 above) before the beginning of each Interest Period or, if this Definitive Note is denominated in any other currency, the second London Business Day (as defined below) before the beginning of each Interest Period (each a "LIBOR interest Determination Date") the Calculation Agent will determine the offered rate for deposits in the Specified Currency in the London interbank market for the Interest Period concerned as at 11.00 a.m. (London time) on the relevant LIBOR Interest Determination Date. Such offered rate will be that which appears on the display designated as page 3750 or 3740 on the Moneyline Telerate Monitor (or such other page or service as may replace it for the purpose of displaying London interbank offered rates of major banks for deposits in the Specified Currency for a duration approximately equal to the Interest Period). The Rate of Interest for such Interest Period will be the aggregate of the Margin and the LIBOR rate which so appears, as determined by the Calculation Agent;
if on any LIBOR Interest Determination Date for any reason such offered $(ii)$ rate is unavailable, the Calculation Agent will request each of the Reference Banks to provide its offered quotation to leading banks in the London interbank market for deposits in the Specified Currency for a duration approximately equal to the Interest Period concerned as at 11.00 a.m. (London time) on the relevant LIBOR Interest Determination Date. The Rate of Interest for such Interest Period will be the aggregate of the Margin and such quotation (if only one is provided) or the arithmetic mean (rounded, if necessary, up to the nearest four decimal places) of such quotations (if two or more are so provided), as determined by the Calculation Agent; and
$(iii)$ if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period will be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) above have applied;
the Calculation Agent will, as soon as practicable after 11.00 a.m. (London time) $(b)$ on each LIBOR Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of interest") for one Definitive Note of each Denomination for the relevant Interest Period. The Amount of Interest shall be calculated by applying the Rate of Interest to the Nominal Amount of one Definitive Note of each Denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, or if this Definitive Note is denominated in Sterling or, if market practice so dictates (as determined by the Calculation Agent) by 365 and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent will (in the absence of manifest error or fraud) be final and binding upon all parties;
(c) a certificate of the Calculation Agent as to the Rate of Interest payable hereon for any Interest Period will be conclusive and binding as between the Issuer and the bearer hereof:
$(d)$ the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and
(e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be given as soon as practicable after the determination of the Rate of Interest.

"London Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business in London.

$(B)$ If this Definitive Note specifies EURIBOR as the Reference Rate, interest shall $(a)$ be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Interest Commencement Date to the Maturity Date only, in arrears on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360 days at a rate (the "Rate of Interest") determined on the following basis:
$(i)$ on the second euro Business Day (as defined in paragraph 4 above) before the beginning of each Interest Period (each a "EURIBOR Interest Determination Date") the Calculation Agent will determine the European Interbank Offered Rate for deposits in euros for the Interest Period concerned as at 11.00 a.m. (Brussels time) on the relevant EURIBOR Interest Determination Date. Such offered rate will be that which appears on the display designated as page 248 on the Moneyline Telerate Monitor (or such other page or service as may replace it for the purpose of displaying European Interbank Offered Rates of prime banks in the euro-zone (as defined below) for deposits in euros for a duration approximately equal to the Interest Period). The Rate of Interest for such interest Period will be the aggregate of the Margin and the EURIBOR rate which so appears, as determined by the Calculation Agent;
$(ii)$ if on any EURIBOR Interest Determination Date for any reason such offered rate is unavailable, the Calculation Agent will request the principal euro-zone office of each of the Reference Banks to provide its offered quotation to leading banks in the euro-zone interbank market for deposits in euros for a duration approximately equal to the Interest Period concerned as at 11.00 a.m. (Brussels time) on the relevant EURIBOR Interest Determination Date. The Rate of Interest for such EURIBOR Interest Period will be the aggregate of the Margin and such quotation (if only one is provided) or the arithmetic mean (rounded, if necessary, up to the nearest four decimal places) of such quotations (if two or more are so provided), as determined by the Calculation Agent; and
$(iii)$ if the Calculation Agent is unable to determine the Rate of Interest for an Interest Period in accordance with (i) or (ii) above, the Rate of Interest for such Interest Period will be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) above shall have applied;

For the purposes of this Definitive Note, "euro-zone" means the region comprised of the countries whose lawful currency is the euro;

$(b)$ the Calculation Agent will, as soon as practicable after 11.00 a.m. (Brussels time) on each EURIBOR Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable (the "Amount of Interest") for one Definitive Note of each Denomination for the relevant Interest Period. The Amount of Interest will be calculated by applying the Rate of Interest to the Nominal Amount of one Definitive Note of each Denomination, multiplying such product by the actual number of days in the Interest Period concerned divided by 360, and rounding the resulting figure to the nearest amount of the Specified Currency which is available as legal tender in the country of the Specified Currency (with halves being rounded upwards). The determination of the Rate of Interest and the Amount of Interest by the Calculation Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties;
a certificate of the Calculation Agent as to the Rate of Interest payable hereon for $\left( c\right)$ any Interest Period will be conclusive and binding as between the Issuer and the bearer hereof:
$(d)$ the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but

excluding) the next succeeding Interest Payment Date is called an "Interest Period" for the purposes of this paragraph; and

$(e)$ the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be given as soon as practicable after the determination of the Rate of Interest.
1. All notices required to be given under paragraph 8 in respect of this Definitive Note will be delivered to the bearer of this Definitive Note or, if that is not possible, it will be published in the Financial Times or in another leading London daily newspaper.
1. Instructions for payment must be received at the offices of the Issuing and Paying Agent together with this Definitive Note as follows:
$(a)$ if this Definitive Note is denominated in Australian dollars, at least two Payment Business Days prior to the relevant payment date;
$(b)$ if this Definitive Note is denominated in United States dollars or Sterling on or prior to the relevant payment date: and

in all other cases, at least one Payment Business Day prior to the relevant payment date.

$11.$ This Definitive Note shall not be validly issued unless manually authenticated by Deutsche Bank AG as Issuing and Paying Agent.
$12.$ This Definitive Note will become void unless presented for payment within a period of ten years from the Maturity Date.
1. This Definitive Note is governed by, and will be construed in accordance with, the laws of England.
1. In relation to any legal action or proceedings arising out of or in connection with this Definitive Note (Proceedings) the Issuer irrevocably submits to the jurisdiction of the courts of England and any courts of appeal from them and waives any objection to Proceedings in such courts whether on the grounds that the Proceedings have been brought in an inconvenient forum or otherwise. This submission is made for the benefit of the bearer of this Definitive Note and shall not limit the right of such bearer to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any court of competent jurisdiction preciude the bearer from taking Proceedings in any other court of competent jurisdiction (whether concurrently or not).

The Issuer irrevocably appoints Telstra Europe Limited at Telstra House, 21 Tabernacle Street, London EC2A 4DE (or at any address of the Issuer in England at which process may be served on it in accordance with Part XXIII of the Companies Act 1985) as its authorised agent for service of process in England. Nothing in this Definitive Note shall affect the right to serve process in any other manner permitted by law. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith appoint a new agent for service of process in England.

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to $15.$ enforce any term of this Definitive Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

Signed in facsimile on behalf of Telstra Corporation Limited

By: (Authorised Signatory)

AUTHENTICATED by Deutsche Bank AG Without recourse, warranty or liability and for authentication purposes only

By: (Authorised Signatory) By: (Authorised Signatory)

By: (Authorised Signatory)

SCHEDULE

Payments of Interest

The following payments of interest in respect of this Definitive Note have been made:

Date Made	Payment From	Payment To	Amount Paid	Notation on behalf of Issuing and Paying Agent

Pro forma Redemption Calculation (Index-Linked Definitive Note)

This is the Redemption Calculation relating to the attached index-linked Definitive Note:

Calculation Date:

Calculation Agent:

Redemption Amount:

to be calculated by the Calculation Agent as follows:

[Insert particulars of index and redemption calculation]

[Indicate whether the calculation refers to nominal or coupon]

Confirmed:

. . . . . . . . . . . . . . . . . . . . For Telstra Corporation Limited

Note: The Calculation Agent is required to notify the Issuing and Paying Agent for the Notes of the Redemption Amount immediately upon completing its calculation of the same.

ISSUER

Telstra Corporation Limited Level 35, 242 Exhibition Street Melbourne 3000 Australia

ARRANGER

Citibank International plc

Citigroup Centre Address: Canada Square Canary Wharf London E14 5LB

Telephone: +44 20 7986 9070 Fax: +44 20 7986 6683 Contact: Short-Term Fixed Income Desk

DEALERS

	Banc of America Securities Asia Limited	Barclays Bank PLC
	Business Certificate # 03899547-000-07-06-0	Address:	5 The North Colonnade
Address:	Level 42 Two International Finance Centre 8 Finance Street Central Hong Kong		Canary Wharf London E14 4BB
Telephone: Fax: Contact:	+852 2847 6681 +852 2847 6675 Fixed Income Trading Centre	Telephone: Fax: Contact:	+44 20 7773 9075 +44 20 7773 4875 ECP Trading Desk
Citibank International plc		Deutsche Bank AG, London Branch
Address:	Citigroup Centre Canada Square Canary Wharf	Address: Street	Winchester House 1 Great Winchester
	London E14 5LB		London EC2N 2DB
Telephone: Fax: Contact:	+44 20 7986 9070 +44 20 7986 6837 Short-Term Fixed Income Desk	Telephone: Fax: Contact:	+44 20 7545 1048 +44 113 336 2014 ECP Group

ISSUING AND PAYING AGENT

Deutsche Bank AG, London Branch

Address:	Winchester House 1 Great Winchester Street London EC2N 2DB
	Telephone: +44 20 7545 8000
Fax:	+44 20 7547 5782
Contact:	Trust & Securities Services

AI assistant

TELSTRA GROUP LIMITED — Capital/Financing Update 2006

65927_rns_2006-12-12_5176329f-571f-4852-a7d6-48a24de3270e.pdf

2006 Updated Euro-Commercial PaperProgram Information Memorandum

Euro-Commercial Paper Program

Information Memorandum

Contents

Important Notice

Introduction

Issuer's responsibility

Documents incorporated by reference

No independent verification

Independent advice

Tax

Date and currency of information

Supplemental Information Memorandum

No authorisation

Ratings

Distribution arrangements

No offer

Fees

References to currencies

Documents incorporated by reference

Summary of the Program

$\mathbf{1}$ General

$\overline{2}$ Australia

3 The United States of America

4 European Economic Area

5 The United Kingdom

6 Hong Kong

$\overline{I}$ Japan

8 Singapore

$\mathbf 9$ Further restrictions

Part 1 - Form of Global Note

TELSTRA CORPORATION LIMITED ABN 33 051 775 556 (Incorporated with limited liability in Australia)

Payments of Interest

Pro forma Redemption Calculation (Index-Linked Global Note)

Part 2 - Form of Definitive Note

TELSTRA CORPORATION LIMITED ABN 33 051 775 556

SCHEDULE

Payments of Interest

Pro forma Redemption Calculation (Index-Linked Definitive Note)

ISSUER

Telstra Corporation Limited Level 35, 242 Exhibition Street Melbourne 3000 Australia

ARRANGER

Citibank International plc

DEALERS

ISSUING AND PAYING AGENT

Deutsche Bank AG, London Branch

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TELSTRA GROUP LIMITED Capital/Financing Update 2006