Her Majesty the Queen in right of New ZealandandSouth Canterbury Finance Limited

Crown Deed of Guarantee(Non-Bank Deposit Taker)

THE PARTIES AGREE

as follows:1

INTERPRETATION

1.1

Definitions

In this Deed, unless the context requires otherwise:

Announcement Date

means 12 October 2008.

Creditor

has the meaning given in clause 1.3.

Crown Guarantee

means the Crown guarantee in clause 2.2 of this Deed.

Debt Security:

(a)

has the meaning given to that term in section 2 of the Securities Act 1978,but as if the phrase “deposited with, lent to or otherwise owing by anyperson” in that definition read “deposited with or lent to any person”; and(b)

in relation to the Principal Debtor, means a debt security (as defined inparagraph (a) of this definition) issued or to be issued by the PrincipalDebtor.

Default Event

means:(a)

failure of the Principal Debtor to make payment to a Creditor in the amountand at the date lawfully due and payable in accordance with the terms of any Indebtedness, other than:(i)

any such failure due solely to a bona fide dispute, or(ii)

any such failure in respect of Indebtedness in respect of which theCrown, in accordance with clause 2.2(b), is not required to makepayment under clause 2.2;(b)

the Principal Debtor institutes or has instituted against it any form of proceeding seeking:(i)

the appointment of a liquidator, provisional liquidator, voluntaryadministrator, receiver, receiver and manager, or similar person; or(ii)

a judgement of insolvency or bankruptcy;or any similar relief in respect of the Principal Debtor, provided that, if anysuch proceeding is, within 14 days after it is instituted, withdrawn or