Prospectus

5 Terms and Conditions ofNotesThe Floating Rate Capital Notes offered bySUNCORP~METWAY LTD ACN 010 831 722 (the “Notes”) willbe issued upon and subject to the following terms andconditions (the “Conditions”):1 GlossaryIn these Conditions, unless the context otherwiserequires:(a) a reference to a clause is to a clause of theseConditions;(b) a reference to “$” is to an amount in Australiancurrency;(c) a reference to a date or time is to that date or timein Brisbane;(d) a reference to any legislation, rules or instruments isto such legislation, rules or instruments as modified,consolidated, amended, re-enacted or replaced fromtime to time;(e) the singular includes the plural and vice versa,references to any gender include all genders andwhere a word or expression is defined, other parts ofspeech in respect of that word (or expression) havecorresponding meanings;“APRA” means the Australian Prudential RegulationAuthority or any successor authority responsible forprudential regulation of the Company;“ASX” means Australian Stock Exchange Limited;“Business Day” has the meaning given to the term“business day” in the Listing Rules;“CHESS Approved” has the meaning given to thatterm in the SCH Business Rules;“Closing Date” means 4 December 1998 or suchearlier or later date determined by the Company inits complete discretion to be the closing date of theapplications for the Notes;“Company” means SUNCORP~METWAY LTD ACN 010831 722;“Debt Instrument” means an interest bearingsecurity or instrument, whereby one party has anobligation to pay a specific amount to another partyupon maturity;“Face Value” means $100;“Financial Year” means a period of 12 monthscommencing on 1 July and ending on 30 June in thefollowing calendar year;“Initial Interest Calculation Date” means 15February 1999;“Initial Interest Period” means the period from theClosing Date to the Initial Interest Calculation Dateinclusive;“Interest Calculation Date” means the InitialInterest Calculation Date, and each subsequent 15May, 15 August, 15 November and 15 February priorto and including the date on which the Notes areredeemed in accordance with these Conditions;“Interest Payment Date” means 11 Business Daysafter the relevant Interest Calculation Date, or suchother date required by the Listing Rules or applicablelaw;“Interest Period” means the Initial Interest Periodor a Regular Interest Period, as the case requires;“Interest Rate” has the meaning set out inclause 4.1;“Interest Rate Determination Date” means:(a) in relation to the Initial Interest Period -the Closing Date; and(b) in relation to each subsequent Interest Period- each of 15 February 1999 and eachsubsequent 15 May, 15 August, 15 Novemberand 15 February, prior to and including the dateon which the Notes are redeemed in accordancewith these Conditions;PAGE28