<PAGE>


                                 AMENDING DEED
                                 ISDA MASTER AGREEMENT

                                 NATIONAL AUSTRALIA BANK LIMITED
                                 ABN 12 004 044 937

                                 PERPETUAL TRUSTEES AUSTRALIA LIMITED
                                 ABN 86 000 431 827

                                 and
                                 ME PORTFOLIO MANAGEMENT LIMITED
                                 ABN 79 005 964 134


[FREEHILLS LOGO]

MLC Centre Martin Place Sydney NSW 2000 Australia Telephone 61 2 9225 5000
Facsimile 61 2 9322 4000 www.freehills.com.au DX361 Sydney


SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY Correspondent
Offices JAKARTA KUALA LUMPUR SINGAPORE

Liability limited by the Solicitors' Limitation of Liability Scheme, approved
under the Professional Standards Act 1994 (NSW)


Reference PJSR:TEL:25E



<PAGE>

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TABLE OF CONTENTS
Clause                                                                      Page

1   DEFINITIONS AND INTERPRETATION                                            1


2   AMENDMENTS TO THE MASTER AGREEMENT                                        2

    2.1      Amendments to the Schedule to the Master Agreement               2
    2.2      Amendments not to affect validity, rights, obligations           2
    2.3      Acknowledgment                                                   2

3   GENERAL                                                                   2

    3.1      Governing law and jurisdiction                                   2
    3.2      Attorneys                                                        2
    3.3      Counterparts                                                     2

SCHEDULE 1 - AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT               4







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THIS AMENDING DEED

    is made on                2003 between the following parties:

         1.   NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of Level 24,
              500 Bourke Street, Melbourne, Victoria (PARTY A )

         2.   PERPETUAL TRUSTEES AUSTRALIA LIMITED in its capacity as trustee of
              the Trusts ABN 86 000 431 827 of Level 3, 39 Hunter Street,
              Sydney, New South Wales (PARTY B)

         3.   ME PORTFOLIO MANAGEMENT LIMITED in its capacity as manager of the
              Trusts ABN 79 005 964 134 of Level 23, 360 Collins Street,
              Melbourne, Victoria (PARTY C)

RECITALS

         A.   Party B is a trustee of trusts known as Superannuation Members
              Home Loans Trusts (the TRUSTS) and Party C is a manager of the
              Trusts.

         B.   The parties are party to an ISDA Master Agreement (including all
              schedules and annexures) dated 21 December 2000 (MASTER
              AGREEMENT).

         C.   Section 9(b) of the Master Agreement permits the parties to amend
              the Master Agreement (which includes the Schedule) and the parties
              have complied with Section 9(b) of the Master Agreement in respect
              of the amendments to be effected by this deed.

         D.   The parties wish to amend the Master Agreement in the manner set
              out in this deed.

THIS DEED WITNESSES

that in consideration of, among other things, the mutual promises contained in
this deed, the parties agree:

--------------------------------------------------------------------------------
1        DEFINITIONS AND INTERPRETATION

         In this deed:

         (a)  EFFECTIVE DATE means in relation to the amendment in clause 2.1,
              the date of this deed; and

         (b)  a word or phrase (except as otherwise provided) defined in the
              Master Agreement has the same meaning as in the Master Agreement.


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--------------------------------------------------------------------------------
2        AMENDMENTS TO THE MASTER AGREEMENT

         2.1  AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT

              (a)  The Schedule to the Master Agreement is amended as shown in
                   Schedule 1 by:

                   (1)  deleting the text which is struck through in Schedule 1;
                        and

                   (2)  inserting the text which is underlined in Schedule 1.

              (b)  The amendments in clause 2.1(a) take effect in respect of any
                   Transaction entered into after the Date of this deed, unless
                   the parties otherwise expressly agree.

              (c)  The amendments to the Master Agreement in clause 2.1(a) take
                   effect from the Effective Date.

         2.2  AMENDMENTS NOT TO AFFECT VALIDITY, RIGHTS, OBLIGATIONS

              (a)  An amendment to the Master Agreement does not affect the
                   validity or enforceability of the Master Agreement.

              (b)  Nothing in this deed:

                   (1)  prejudices or adversely affects any right, power,
                        authority, discretion or remedy arising under the Master
                        Agreement before the date of this deed; or

                   (2)  discharges, releases or otherwise affects any liability
                        or obligation arising under the Master Agreement before
                        the date of this deed.

         2.3  ACKNOWLEDGMENT

              Each party acknowledges that this deed is issued in accordance
              with the Master Agreement.

--------------------------------------------------------------------------------
3        GENERAL

         3.1  GOVERNING LAW AND JURISDICTION

              (a)  This deed is governed by the laws of New South Wales.

              (b)  The parties irrevocably submit to the non-exclusive
                   jurisdiction of the courts of New South Wales.

         3.2  ATTORNEYS

              Each of the Attorneys executing this deed states that the attorney
              has no notice of the revocation of the power of attorney
              appointing that attorney.

         3.3  COUNTERPARTS

              (a)  This deed may be executed in any number of counterparts.

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              (b)  All counterparts, taken together, constitute one instrument.

              (c)  A party may execute this deed by signing any counterpart.


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EXECUTED AS A DEED:

SIGNED SEALED AND DELIVERED for
NATIONAL AUSTRALIA BANK LIMITED
by its attorney
in the presence of:


----------------------------------              --------------------------------
Witness                                         Attorney


----------------------------------              --------------------------------
Name (please print)                             Name (please print)


SIGNED SEALED AND DELIVERED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in the presence of:


----------------------------------              --------------------------------
Witness                                         Attorney


----------------------------------              --------------------------------
Name (please print)                             Name (please print)


SIGNED SEALED AND DELIVERED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney
in the presence of:


----------------------------------              --------------------------------
Witness                                         Attorney


----------------------------------              --------------------------------
Name (please print)                             Name (please print)




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SCHEDULE 1 - AMENDMENTS TO THE SCHEDULE TO THE MASTER AGREEMENT

(Clause 2.1)














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                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT
                      DATED AS OF                  2000
                                     BETWEEN

         NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) (PARTY A)
                                       AND
                PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000
                     431 827) IN ITS CAPACITY AS TRUSTEE OF
                     VARIOUS SECURITISATION FUNDS FROM TIME
                      TO TIME ESTABLISHED UNDER THE MASTER
                              TRUST DEED (PARTY B)
                                       AND
              ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134)
    IN ITS CAPACITY AS MANAGER OF THE SECURITISATION FUNDS FROM TIME TO TIME
               ESTABLISHED UNDER THE MASTER TRUST DEED (PARTY C)


PART 1. TERMINATION PROVISIONS.


In this Agreement:

(a)      "SPECIFIED ENTITY" means in relation to Party A for the purposes of:

         Section 5(a)(v):           Nil
         Section 5(a)(vi):          Nil
         Section 5(a)(vii):         Nil
         Section 5(b)(iv):          Nil

         and in relation to Party B for the purposes of:

         Section 5(a)(v):           Nil
         Section 5(a)(vi):          Nil
         Section 5(a)(vii):         Nil
         Section 5(b)(iv):          Nil

(b)      "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
         of this Agreement.


(c)

         (i) Sections 5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(iii) and
         (iv) will not apply to Party A or Party B.

         (ii) Section 5(b)(ii) will not apply to Party A as the Affected Party
         (subject to Part 5.1(ze) of this Schedule.




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(d)      The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
         apply to Party A and will not apply to Party B.

(e)      PAYMENTS ON EARLY TERMINATION for the purpose of Section 6(e) of this
         Agreement:

         (i)      Market Quotation will apply.
         (ii)     The Second Method will apply.

(f)      "TERMINATION CURRENCY" means Australian Dollars if such currency is
         freely available, and otherwise United States Dollars.


(g)      "ADDITIONAL TERMINATION EVENT" means:

         (i)      Party B must, at the direction of Party C, terminate this
                  Agreement if it becomes obliged to make a withholding or
                  deduction in respect of any Notes and the Notes are redeemed
                  as a result (and Party B is the Affected Party); and

         (ii)     Party B must, at the direction of Party C, terminate this
                  Agreement if Party A breaches Part 5.1(x) or (y) (and Party A
                  is the Affected Party).

(h)      the "Bankruptcy" provisions of Section 5(a)(vii) are replaced by
         "Insolvency Event under the Security Trust Deed has occurred in respect
         of Party A or Party B". The occurrence of an Insolvency Event in
         respect of Party B in its personal capacity will not constitute an
         Event of Default provided that within thirty Business Days of that
         occurrence, Party A, Party B and Party C are able to procure the
         novation of this Agreement and all Transactions to a third party in
         respect of which the Rating Agencies confirm that the novation will not
         cause a reduction or withdrawal of the rating of the Notes, and Party A
         and Party B agree to execute such a novation agreement in standard ISDA
         form.

(i)      "TRANSFER TO AVOID TERMINATION EVENT". In section 6(b)(ii), after the
         words "another of its Offices or Affiliates" on the seventh line add
         "(in respect of which the Rating Agencies confirm that the transfer
         will not cause a reduction or withdrawal of the ratings for the
         Notes)".



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PART 2.  TAX REPRESENTATIONS.


(a)      PAYER REPRESENTATIONS: For the purpose of Section 3(e), Party A will
         make the following representation and Party B will make the following
         representation:

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
         under this Agreement. In making this representation, it may rely on:

         (i)      the accuracy of any representations made by the other party
                  pursuant to Section 3(f);

         (ii)     the satisfaction of the agreement of the other party contained
                  in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
                  accuracy and effectiveness of any document provided by the
                  other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                  Agreement; and

         (iii)    the satisfaction of the agreement of the other party contained
                  in Section 4(d) of this Agreement,

         provided that it shall not be a breach of this representation where
         reliance is placed on clause (ii) and the other party does not deliver
         a form or document under Section 4(a)(iii) by reason of material
         prejudice to its legal or commercial position.

(b)      PAYEE REPRESENTATIONS:

         For the purpose of Section 3(f), Party A will make the following
         representation and Party B will make the following representation:

         It is an Australian resident and does not derive the payments under
         this Agreement in part or whole in carrying on business in a country
         outside Australia at or through a permanent establishment of itself in
         that country.


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PART 3 . DOCUMENTS TO BE DELIVERED.


For the purposes of Section 4(a) of the Agreement, each party agrees to deliver
the following documents as applicable:

(a)      Tax forms, documents or certificates to be delivered are:-

<TABLE>
<CAPTION>
            PARTY REQUIRED TO              FORM/DOCUMENT/CERTIFICATE                DATE BY WHICH DOCUMENT
            DELIVER DOCUMENT                                                            TO BE DELIVERED
<S>                               <C>                                             <C>
         Parties A and B          Any document or certificate reasonably          As soon as reasonably
                                  required or reasonably requested by a           practicable following a
                                  party in connection with its obligations        request by the other party.
                                  to  make a payment under this Agreement
                                  which would enable that party to make the
                                  payment free from any deduction or
                                  withholding for or on account of Tax or
                                  which would reduce the rate at which
                                  deduction or withholding for or on account
                                  of Tax is applied to that payment.

(b)      Other documents to be delivered are:

            PARTY REQUIRED TO              FORM/DOCUMENT/CERTIFICATE                DATE BY WHICH DOCUMENT
            DELIVER DOCUMENT                                                            TO BE DELIVERED
         Parties A, B and C       A list of authorised signatories for the
                                  At the execution and delivery party and
                                  evidence satisfactory in form of this
                                  Agreement and and substance to the other
                                  parties of the thereafter promptly upon any
                                  authority of the authorised signatories of
                                  change in authorised persons the party to
                                  execute this Agreement and or upon request.
                                  each Confirmation on behalf of the party.

         Party A                  Annual report containing consolidated           Upon reasonable request by
                                  financial statements certified by               Party B or Party C.
                                  independent certified public accountants
                                  and prepared in accordance with accounting
                                  principles that are generally accepted in
                                  the country in which Party A is organised,
                                  and such other public information in
                                  respect of its condition or operations,
                                  financial or other wise, as the other
                                  party may reasonably request from time to
                                  time.

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         Party C                  A copy of the most recent financial             Upon reasonable request by
                                  statements of any Securitisation Fund,          Party A.
                                  certified by independent certified public
                                  accountants, and prepared in accordance
                                  with accounting principles that are
                                  generally accepted in the country in which
                                  Party C is organised and such other public
                                  information in respect of that
                                  Securitisation Fund's condition or
                                  operations, financial or otherwise, as
                                  Party A may reasonably request from time
                                  to time.

         Party C                  A copy of any report or account relating        Upon reasonable request by
                                  to any Securitisation Fund as is produced       Party A subject to not being
                                  for distribution to Bondholders of that         obliged to deliver any
                                  Securitisation Fund or presentation to the      document if to do so would
                                  board of directors of Party C, and such         breach or infringe any law or
                                  other information in Party C's control          legally binding obligation or
                                  regarding the financial condition and           restraint.
                                  business operations of that Securitisation
                                  Fund as Party A may reasonably request
                                  from time to time.

         Party C                  A copy of the Master Trust Deed.                The date of this Agreement.

         Party C                  A copy of any document amending or varying      Promptly upon any such
                                  the terms of the Master Trust Deed.             document becoming effective
                                                                                  in accordance with its terms.

         Party C                  A copy of the Security Trust Deed and the       5 Local Business Days prior
                                  Information Memorandum relating to any          to the date of the first
                                  Securitisation Fund.                            Transaction made under this
                                                                                  Agreement relating to that
                                                                                  Securitisation Fund

         Party C                  A copy of any document amending or varying      Promptly upon any such
                                  the terms of the Security Trust Deed or         document becoming effective
                                  the Information Memorandum relating to any      in accordance with its terms.
                                  Securitisation Fund.

</TABLE>


Each of the foregoing documents is covered by the representation contained in
Section 3(d) of this Agreement.



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PART 4 - MISCELLANEOUS


(a)      ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement:

         Address for notices to Party A:

                  NATIONAL AUSTRALIA BANK LIMITED
                  30TH FLOOR
                  500 BOURKE STREET
                  MELBOURNE   VIC   3000


                  ATTENTION:                NATIONAL OPERATIONS MANAGER
                  TELEX:                    AA 30241ANSWERBACK: NATAUS
                  TELEPHONE:                03-8641-3899
                  FACSIMILE:                03-8641-4907
                           (For all purposes)

         Address for notices to Party B:


                  PERPETUAL TRUSTEES AUSTRLIA LIMITED
                  LEVEL  7
                  9 CASTLEREAGH STREET
                  SYDNEY  NSW 2000


                  ATTENTION:                MANAGER - SECURISATION
                  TELEPHONE:                02-9229 9000
                  FACSIMILE:                02-9221 7870

                            (For all purposes)

         Address for notices to Party C:


                  ME PORTFOLIO MANAGEMENT LIMITED
                  LEVEL 23
                  360 COLLINS STREET
                  MELBOURNE   VIC   3000



                  ATTENTION:                SETTLEMENTS OFFICER
                  TELEPHONE:                03-9605 6000
                  FACSIMILE:                03-9605 6228

                           (For all purposes)

(b)      PROCESS AGENT. For the purpose of Section 13(c):

         Party A appoints as its Process Agent - not applicable.
         Party B appoints as its Process Agent - not applicable.

(c)      OFFICES. The provisions of Section 10(a) will not apply to this
         Agreement.

(d)      MULTIBRANCH PARTY.  For the purpose of Section 10(c) of this Agreement:


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         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

(e)      CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
         specified in a Confirmation in relation to the relevant Transaction.

(f)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-

         In relation to Party A:    None.

         In relation to Party B and each Securitisation Fund: The Security Trust
         Deed established under the Master Trust Deed that is relevant to that
         Securitisation Fund.

(g)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A:
          Not Applicable.

         Credit Support Provider means in relation to Party B and each
         Securitisation Fund: Not Applicable.

(h)      GOVERNING LAW. This Agreement will be governed by, and construed in
         accordance with, the laws in force in the State of New South Wales and
         each party submits to the non-exclusive jurisdiction of the courts of
         that State without reference to choice of law doctrine. The provisions
         of Section 13(b) will apply (mutatis mutandis) to this choice of
         governing law and submission of jurisdiction.

(i)      NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
         Agreement will not apply to the following Transactions or group of
         Transactions (in each case starting from the date of this Agreement):

         All Transactions being of the same type and which have been entered
         into through the same Office of Party A.

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement. However, for the purpose of Section 3(c) each of Party A,
         Party B and Party C are deemed not to have any Affiliates.


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PART 5. OTHER PROVISIONS.

5.1    MODIFICATIONS TO THE AGREEMENT

(a)    SINGLE AGREEMENT:  Section 1(c) is replaced with:

       "All Transactions are entered into in reliance on the fact that this
       Master Agreement and all Transactions (as evidenced by their
       Confirmations) form a single contract (collectively referred to as this
       "Agreement") and the parties would not otherwise enter into any
       Transactions. The entering into of each Transaction takes effect as an
       amendment to this Agreement (but no such amendment is effective to defeat
       or prejudice the operation of Section 15)."

(b)    PAYMENTS:  In Section 2:

       (i)    In Section 2(a)(i) add the following sentence:

              "Each payment will be by way of exchange for the corresponding
              payment or payments payable by the other party".

       (ii)   In Section 2(a)(ii) insert immediately after the words "freely
              transferable funds" the following words:

              ", free of any set-off, counterclaim, deduction or withholding
              (except as expressly provided in this Agreement)".

       (iii)  Insert new paragraphs (iv) and (v) in Section 2(a) immediately
              after Section 2(a)(iii) as follows:

              "(iv)  The condition precedent in Section 2(a)(iii)(1) does not
                     apply to a payment due to be made to a party if it has
                     satisfied all its payment and delivery obligations under
                     Section 2(a)(i) and has no future payment or delivery
                     obligations, whether absolute or contingent under Section
                     2(a)(i)."

              (v)   Where:

                    (1)  payments are due pursuant to Section 2(a)(i) by Party A
                         to Party B (the "PARTY A PAYMENT") and by Party B to
                         Party A (the "PARTY B PAYMENT") on the same day; and

                    (2)  the Security Trust Deed applicable to Party B's
                         obligations and entitlement referred to in Section
                         2(a)(v)(1) has become, and remains at that time,
                         enforceable,

                    then Party A's obligation to make the Party A payment to
                    Party B shall be subject to the condition precedent (which
                    shall be an "applicable condition precedent" for the purpose
                    of Section 2(a)(iii)(3)) that Party A first receives either:

                    (3)  the Party B payment; or

                    (4)  confirmation from Party B's bank that it holds
                         irrevocably instructions to effect payment of the Party
                         B payment and that funds are available to make that
                         payment".


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       (iv)   Add the following new sentence to Section 2(b):

              "Each new account so designated must be in the same tax
              jurisdiction as the original account."

       (v)    Delete Section 2(d)(i)(4) and Section 2(d)(ii).

(c)      Section 3(a)(v) of this Agreement is modified by adding in the fourth
         line thereof the words "including without limitation in the case of
         Party A being an authorised deposit taking institution authorised to
         carry on banking business in the Commonwealth of Australia, Subsection
         13A(3) of the Banking Act 1959 (Cth) and Section 86 of the Reserve Bank
         Act 1959 (Cth) or any amending or replacement legislation as may be in
         effect" after the word "generally".

(d)      ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
         after Section 3(f):

         "(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity
              or otherwise) or declared any trust over or given any charge over
              any of its rights under this Agreement or any Transaction (other
              than, in respect of Party B, the Securitisation Funds created
              pursuant to the Master Trust Deed and the charge given pursuant to
              a Security Trust Deed).

         (h)  CONTRACTING AS PRINCIPAL. Subject to Section 15, each Transaction
              has been entered into by that party:

                  (i)      in the case of Party A, as principal and not
                           otherwise; and

                  (ii)     in the case of Party B, in its capacity as trustee of
                           the relevant Securitisation Fund and not otherwise.

         (i)  EXPERTISE.

                  (i)       In the case of Party A, it has sufficient knowledge
                            and expertise to enter into each Transaction and is
                            relying on its own judgement and not on the advice
                            of Party B.

                  (ii)      In the case of Party B, it relies on the knowledge,
                            expertise and judgement of Party C in entering into
                            each Transaction and does not rely on the advice of
                            Party A".

(e)      ADDITIONAL COVENANT: In Section 4 add the following immediately after
         Section 4(e):

         "(f) CONTRACTING AS PRINCIPAL. Subject to Section 15, Party A will
              enter into each Transaction as principal and not otherwise and
              Party B will enter into each Transaction in its capacity as
              trustee of the relevant Securitisation Fund and not otherwise."

(f)      EVENT OF DEFAULT:  Delete Section 5(a)(i) and insert instead:


         "(i) FAILURE TO PAY OR DELIVER: Failure by the party to make, when due,
              any payment under this Agreement or delivery under Section 2(a)(i)
              or 2(e) required to be made by it if such failure is not remedied:



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<PAGE>


              (1) in respect of any relevant Securitisation Fund which has "SMHL
                  Global" included in its name, at or before 10.00am on the
                  tenth Local Business Day after notice of such failure is given
                  to the party

              (2) in respect of the relevant Securitisation Fund (other than a
                  relevant Securitisation Fund which has "SMHL Global" included
                  in its name), at or before 10.00am on the fifth Local Business
                  Day after notice of such failure is given to the party;"


(g)      EARLY TERMINATION:  In Section 6:

         (i)  Add the following sentence at the end of the first paragraph of
              Section 6(b)(ii):

              "However, if Party B is the Affected Party, then Party B will only
              be obliged to make such efforts to effect a transfer in accordance
              with this Section 6(b)(ii) as it is able to make by application of
              funds available for such application in accordance with the
              provisions of the Master Trust Deed".

         (ii) Add the following sentence at the end of the second paragraph of
              Section 6(b)(ii):

              "so long as the transfer in respect of that Transaction would not
              lead to a rating downgrade, or rating withdrawal, of any rated
              debt of Party B that is secured under the Relevant Security Trust
              Deed. However, if Party A is that other party it must, if so
              requested by Party B, use reasonable efforts to make such a
              transfer to an Affiliate (as that expression is defined in Section
              14) at the expense of Party A.";

         (iii)Add the following sentence at the end of the last paragraph of
              Section 6(b)(ii):

              "However, consent may be withheld if the other party considers
              that its credit exposure to the transferor would be adversely
              affected by the transfer."

(h)       Delete the last sentence of the first paragraph of section 6(e).

(i)      TRANSFER: Section 7 is deleted and replaced with the following:

              "TRANSFER

              (a)   Neither the interests nor obligations of either party in or
                    under this Agreement (including any Transaction) are capable
                    of being assigned or transferred (whether at law, in equity
                    or otherwise and whether by way of security or otherwise),
                    charged or the subject of any trust or other fiduciary
                    obligation (other than, in respect of Party B, the trusts
                    and fiduciary obligations created pursuant to the Master
                    Trust Deed and any charge created by a Security Trust Deed).
                    Any action by a party which purports to do any of these
                    things is void.

              (b)    Nothing in this Section 7:

                    (i)     restricts the parties agreeing to a novation of the
                            interests and obligations of a party in or under
                            this Agreement (including any Transaction)
                            including, but not limited to, for the purposes of
                            giving effect to a transfer under section 6(b)(ii);

                    (ii)    restricts a transfer by a party of any part of its
                            interest in any amount payable to it from a
                            Defaulting Party under Section 6(e);


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<PAGE>

                    (iii)   restricts a transfer by a party after the other
                            party has agreed to the variation of this Agreement
                            to the extent necessary to permit such transfer; or

                    (iv)    restricts a transfer by a Security Trustee pursuant
                            to the exercise of its powers under a Security Trust
                            Deed.


              (c)   Unless otherwise agreed by the parties, Standard & Poor's
                    Ratings Group, Moody's Investors Service and Fitch Ratings,
                    any transfer or assignment pursuant to this Section 7 must
                    be made to an entity in respect of which each of those
                    rating agencies have confirmed that such transfer or
                    assignment will not result in a reduction or withdrawal of
                    the then rating of any outstanding Bonds by each of those
                    rating agencies.


              (d)   Each party acknowledges that the other party enters into
                    this Agreement and each Transaction on the basis that this
                    Section 7 must be strictly observed and is fundamental to
                    the terms of this Agreement (including each Transaction)."

(j)      MISCELLANEOUS:  In Section 9(b):

         (i)  the first word "No" is replaced with:

              "Except to the extent that the entering into of each Transaction
              takes effect as an amendment to this Agreement (in the manner and
              subject to the qualification referred to in Section 1(c), as
              varied by this Schedule), no"; and

         (ii) add at the end of Section 9(b):


              "Any amendment made under this Section 9(b) may only be made after
              Standard & Poor's Ratings Group, Moody's Investors Service and
              Fitch Ratings have confirmed in writing that such proposed
              amendment will not result in a reduction or withdrawal of the then
              rating of any outstanding Bonds by each of those rating agencies."



(k)      DEFINITIONS:  In Section 14:

         (i)  Section 14 is renumbered as Section 14(a).

         (ii) Delete the definition "Affected Transactions" and insert the
              following:

              "AFFECTED TRANSACTIONS" means all Transactions.



         (iii)Insert the following new definitions in Section 14(a) in
              alphabetical order:


              "INFORMATION MEMORANDUM" means the Information Memorandum prepared
              by Party B and Party C in relation to a Securitisation Fund.

              "MASTER TRUST DEED" means the Master Trust Deed dated 4 July 1994
              (as amended) made between Party C and Party B, pursuant to which
              the trust funds, collectively known as the "Superannuation
              Members' Home Loans Trusts" (including the Securitisation Funds)
              are constituted.

              "ORIGINATION FUND" means an Origination Fund established under the
              Master Trust Deed.


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<PAGE>


              "SECURITISATION FUNDS" means the Securitisation Funds created
              under the Master Trust Deed from time to time and "SECURITISATION
              FUND" means any of them.


              "SECURITY TRUST DEED" means the Security Trust Deed established
              under the Master Trust Deed that is relevant to that
              Securitisation Fund.


              "RELEVANT SECURITISATION FUND" means, in relation to a
              Transaction, the Securitisation Fund specified in the Confirmation
              relating to that Transaction.

              "SUPPLEMENTARY BOND TERMS NOTICE" has the meaning given to it in
              the Master Trust Deed.


         (iv) Insert the following new Section 14(b) after Section 14(a):


              "(b)  Unless otherwise defined herein, terms defined in the Master
                    Trust Deed and the relevant Security Trust Deed have the
                    same meaning where used in this Agreement.

         (v)  Each of the following expressions has the meaning given to them in
              the Supplementary Bond Terms Notice:

              "INVESTED AMOUNT"
              "NOTES"
              "NOTEHOLDER"
              "NOTE TRUSTEE"


 (l)     TRUSTEE PROVISIONS:  Insert the following new Section 15 after
         Section 14:

         "15(a)   TRUSTEE UNDERTAKINGS. Party B undertakes that it will, subject
                  to its duties and obligations under the Master Trust Deed:

                  (i)      exercise its right of indemnity out of the assets of
                           the relevant Securitisation Fund;

                  (ii)     observe its obligations under the Master Trust Deed
                           and otherwise as trustee of the relevant
                           Securitisation Fund;

                  (iii)    not do anything which could impair its right of
                           indemnity out of the assets of the relevant
                           Securitisation Fund; and

          (b)     TRUSTEE REPRESENTATIONS. In addition to the representations in
                  Section 3, Party B represents to Party A (which
                  representations will be deemed to be repeated at all times
                  until termination of this Agreement) that:

                  (i)      its execution and delivery of this Agreement, and of
                           any document required or contemplated by this
                           Agreement, and the performance of its obligations
                           under this Agreement are authorised under the Master
                           Trust Deed;

                  (ii)     it is the present and only trustee of the relevant
                           Securitisation Fund;


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<PAGE>

                  (iii)    subject to the Master Trust Deed and the law there is
                           no restriction on its right of recourse or indemnity
                           to or out of the assets for the time being of the
                           relevant Securitisation Fund and to the best of its
                           knowledge and belief nothing has happened which could
                           impair its right of indemnity out of the assets of
                           the relevant Securitisation Fund;

                  (iv)     its entry into this Agreement and each Transaction in
                           relation to a relevant Securitisation Fund is for the
                           benefit of and in the interests of the beneficiaries
                           of the relevant Securitisation Fund;

                  (v)      it is not in material breach of any provision of the
                           Master Trust Deed nor committed any material breach
                           of duty or trust in respect of the relevant
                           Securitisation Fund for which has not been waived by
                           Party A.

         (c)  CAPACITY OF PARTY B AND SEGREGATION OF THE SECURITISATION FUNDS

              (i)   Party B enters into this Agreement only in its capacity as
                    trustee of each relevant Securitisation Fund and in no other
                    capacity. A liability arising under or in connection with
                    this Agreement is limited to and can be enforced against
                    Party B only to the extent to which it can be satisfied out
                    of property of the Securitisation Fund out of which Party B
                    is actually indemnified for the liability. This limitation
                    of Party B's liability applies despite any other provision
                    of this Agreement (other than Section 15(c)(iii)) and
                    extends to all liabilities and obligations of Party B in any
                    way connected with any representation, warranty, conduct,
                    omission, agreement or transaction related to this
                    Agreement.


              (ii)  The parties other than Party B may in respect of this
                    Agreement not sue Party B in any capacity other than as
                    trustee of the relevant Securitisation Fund, including seek
                    the appointment of a receiver (except in relation to
                    property of the relevant Securitisation Fund), a liquidator,
                    an administrator or any similar person to Party B or prove
                    in any liquidation, administration or arrangement of or
                    affecting Party B (except in relation to property of the
                    relevant Securitisation Fund).

              (iii) The provisions of this Section 15(c) shall not apply to any
                    obligation or liability of Party B to the extent that it is
                    not satisfied because under the Master Trust Deed or by
                    operation of law there is a reduction in the extent of Party
                    B's indemnification out of the assets of the relevant
                    Securitisation Fund, as a result of Party B's fraud,
                    negligence or wilful default.

              (iv)  It is acknowledged that Party C is responsible under the
                    Master Trust Deed for performing a variety of obligations
                    relating to the Securitisation Funds including under this
                    Agreement. No act or omission of Party B (including any
                    related failure to satisfy its obligations or a breach or
                    representation or warranty under this Agreement) will be
                    considered fraud, negligence or wilful default of Party B
                    for the purpose of Section 15(c)(iii) to the extent to which
                    the act or omission was caused or contributed to by any
                    failure by Party C or any other person to fulfil its
                    obligations relating to the Securitisation Funds or by any
                    other act or omission of Party C or any other person.

              (v)   Party B is not obliged to do or refrain from doing anything
                    under this Agreement (including incurring any liability)
                    unless Party B's liability is limited in the same manner as
                    set out in paragraphs (i) to (iii) of this section 15(c).



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              (vi)  Without limiting the generality of Sections 15(c)(i) to (v)
                    inclusive, the provisions of this Agreement shall have
                    effect severally in respect of each Securitisation Fund and
                    shall be enforceable by or against Party B in its capacity
                    as trustee of each such Securitisation Fund as though a
                    separate agreement applied between Party A and Party B for
                    each of Party B's said several capacities, to the intent
                    that (inter alia):


                    (1)   unless the context indicates a contrary intention,
                          each reference to "Party B" in this Agreement shall be
                          construed as a several reference to Party B in its
                          respective capacities as trustee of each
                          Securitisation Fund;

                    (2)   this Agreement together with each Confirmation
                          relating to a particular Securitisation Fund will form
                          a single separate agreement between Party A, Party C
                          in its capacity as manager of that relevant
                          Securitisation Fund and Party B in its capacity as
                          trustee of that relevant Securitisation Fund and
                          references to the respective obligations (including
                          references to payment obligations generally and in the
                          context of provisions for the netting of payments and
                          the calculation of amounts due on early termination)
                          of Party A and Party B shall be construed accordingly
                          as a several reference to each mutual set of
                          obligations arising under each such separate agreement
                          between Party A and Party B in its several capacities
                          as trustee of each Securitisation Fund and Party C in
                          its several capacities as manager of each
                          Securitisation Fund;

                    (3)   representations made and agreements entered by the
                          parties under this Agreement are made and entered in
                          the case of Party B severally by Party B in its
                          respective capacities as trustee of each
                          Securitisation Fund and, in the case of Party C, made
                          and entered severally by Party C in its respective
                          capacities as manager of each Securitisation Fund and
                          may be enforced by Party B or Party C (as the case
                          requires) against Party A severally in Party B's or
                          Party C's (as the case requires) said several
                          capacities;

                    (4)   rights of termination, and obligations and
                          entitlements consequent upon termination, only accrue
                          to Party A against Party B severally in Party B's
                          respective capacities as trustee of each
                          Securitisation Fund, and against Party C severally in
                          Party C's respective capacities as manager of each
                          Securitisation Fund and only accrue to Party B against
                          Party A severally in Party B's said several capacities
                          and only accrue to Party C against Party A severally
                          in Party C's said several capacities; and


                    (5)   without limiting Section 15(vi)(4), the occurrence of
                          an Event of Default or Termination Event in respect of
                          one Securitisation Fund shall not in itself constitute
                          an Event of Default or Termination Event in respect of
                          any other Securitisation Fund."


(m)     ADDITIONAL PROVISIONS


       (1)        ISDA DEFINITIONS. Reference is hereby made to the 1991
                  Definitions (as supplemented by the 1998 Supplement) ("the
                  1991 Definitions"), as published by the International Swap and
                  Derivatives Association, Inc., which are hereby incorporated
                  by reference herein. Any terms used and not otherwise defined
                  herein which are contained in the 1991 Definitions, shall have
                  the meaning set forth therein.



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<PAGE>


       (2)        SCOPE OF AGREEMENT. Notwithstanding anything contained in the
                  Agreement to the contrary, if the parties enter into, or have
                  entered into, any Specified Transaction, such Specified
                  Transaction shall be subject to, governed by and construed in
                  accordance with the terms of this Agreement unless the
                  Confirmation relating thereto shall specifically state to the
                  contrary. Each such Specified Transaction shall be a
                  Transaction for the purposes of this Agreement.

(n)     ROLE OF PARTY C:

        Party C-

       (i)    may on behalf of Party B arrange, enter into and monitor
              Transactions and novations of Transactions, execute Confirmations,
              and exercise all other rights and powers of Party B hereunder;

       (ii)   shall, without limiting the generality of the foregoing, issue and
              receive Confirmations, Certificates and other communications to or
              by Party A hereunder;

       (iii)  must provide copies of all Confirmations and notices given by
              Party A to Party B promptly upon receipt of such notices from
              Party A; and

       (iv)   must provide, at the same time as notice of the details of the
              loan pool allocation is provided to Party B, a notice to Party B
              of the details of any proposed Transaction or novation of
              Transaction.

       A failure by Party C to give notice to Party B under the above provisions
       will not of itself affect the validity of any Transaction or novation of
       Transaction. For the avoidance of doubt, a Transaction of novation of
       Transaction entered into by Party C on behalf of Party B as contemplated
       under this Agreement is binding on each of Party A, Party B and Party C.

(o)     PROCEDURES FOR ENTERING INTO TRANSACTIONS.


        (i)   CONFIRMATION OF TRANSACTIONS. Transactions shall be created at the
              moment that the parties agree sufficient particulars for
              completion of a Confirmation. With respect to each Transaction
              entered into pursuant to this Agreement, Party A shall, on or
              promptly after the relevant Trade Date, send to Party B care of
              Party C a Confirmation confirming that Transaction. Party C will
              confirm the accuracy of or request the correction of such
              Confirmation. If Party C fails to respond within 3 Local Business
              Days, the Confirmation shall be deemed to correctly reflect the
              parties agreement on the terms of the Transaction referred
              therein, absent manifest error. The requirement in this Agreement
              that the parties exchange Confirmations shall for all purposes be
              deemed satisfied by a Confirmation sent and an acknowledgment
              deemed given as provided herein.


       (ii)   SPECIFICATION OF FUND. Each Confirmation regarding a Transaction
              must specify the name of the Securitisation Fund to which the
              Transaction relates.

(p)     INCONSISTENCY. In the event of any inconsistency between any of the
        following documents, the relevant document first listed below shall
        govern; (i) a Confirmation; (ii) this Agreement; and (iii) the 1991
        Definitions.

(q)     FURTHER ASSURANCES: Each party shall, upon request by the other party
        (the "REQUESTING PARTY") at the expense of the requesting party, perform
        all such acts and execute all such


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<PAGE>

        agreements, and other documents and instruments as the requesting party
        reasonably requires and confirm the rights and powers afforded, created
        or intended to be afforded or created, under or in relation to this
        Agreement and each Transaction or other dealing which occurs under or is
        contemplated by it.


(r)     ADDENDUM: The following addenda to the Schedule to the Master Agreement
        of International Swap Dealers Association, Inc. in the form of the
        copies attached to this Agreement are deemed to be incorporated in this
        Agreement:


        -     September 1991 Australian Addendum No.1 (as amended in September
              1992 & March 1997) - Interest Rate Caps, Collars and Floors.

        -     September 1991 Australian Addendum No.2. (as amended in September
              1992, March 1994 & March 1997) - Swaptions.

        -     September 1992 Australian Addendum No.6. - A$ Forward Rate
              Agreements.


(s)    Any reference to a:


       (i)    "SWAP TRANSACTION" in the 1991 ISDA Definitions (as supplemented
              by the 1998 Supplement) (the "1991 Definitions) is deemed to be a
              reference to a "Transaction" for the purpose of interpreting this
              Agreement or any Confirmation; and

       (ii)   "TRANSACTION" in this Agreement or any Confirmation is deemed to
              be a reference to a "Swap Transaction" for the purposes of
              interpreting the 1991 Definitions.

(t)     CONSENT TO RECORDING: Each party: (i) consents to the recording of the
        telephone conversations of trading personnel of the parties in
        connection with this Agreement or any potential Transaction; and (ii)
        agrees to obtain any necessary consent of, and give notice of such
        recording to, such personnel of it.

(u)     CONSENT TO INFORMATION DISCLOSURE: Each party hereby consents to the
        communication and disclosure of all information in respect of this
        Agreement and Transactions thereunder to: (i) any other branches of the
        other party; and (ii) any government and regulatory authorities as and
        when required by such government and regulatory authorities.

(v)      MASTER NOVATION ANNEX:

         (i)      From time to time Party C may require the novation of one or
                  more Transactions (or a proportion of one or more
                  Transactions) from one Securitisation Fund to another
                  Securitisation Fund or an Origination Fund nominated by it.
                  Party C shall at least 5 Local Business Days prior to the
                  effective date of a required novation notify Party A in
                  writing details of the novation. Party A must promptly advise
                  Party C whether it agrees to such novation (such agreement to
                  be given at its absolute discretion).

         (ii)     Each such novation will be governed by the Master Novation
                  Annex annexed to this Agreement unless otherwise agreed by
                  Party A, Party B and Party C.

         (iii)    Party B and Party C agree to promptly provide Party A with
                  such financial and other information in relation to the
                  novation and the relevant Origination Fund as Party A
                  reasonably requires.


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(w)     CONSOLIDATION OF TRANSACTIONS:

        (i)       From time to time Party C may request more than one
                  Transaction to be consolidated into one Transaction and Party
                  A may in its absolute discretion agree to such consolidation.

        (ii)      Each such consolidation will be on such terms and conditions
                  as agreed by Party A, Party B and Party C.

        (iii)     Party B and Party C agree to provide Party A with such
                  financial and other information in relation to the
                  consolidation as Party A reasonably requires.


(x)     FIRST RATING DOWNGRADE: Within 5 days of a Standard & Poor's Ratings
        Group rating downgrade of Party A to A+ long term rating or A-1 short
        term rating, a Moody's Investors Service rating downgrade of Party A to
        below an A2 long term rating or Prime-1 short term rating or a Fitch
        Ratings rating downgrade of Party A to below an A long term rating or F1
        short term rating, Party A must, at its cost, provide to Party B cash
        collateral for each outstanding Transaction in line with the methodology
        detailed in Standard & Poor's Structured Finance Australia and New
        Zealand April 1999 publication "New Interest Rate and Currency Swap
        Criteria Broaden Allowable Counterparties" provided that Party A and
        Party B receive prior written confirmation from Moody's and Fitch
        Ratings that the rating assigned to any Outstanding Securities by
        Moody's and Fitch Ratings is not adversely affected by such collateral
        arrangements being put in place. The terms and conditions of the cash
        collateral to be provided by Party A will be as agreed by Party A, Party
        B and Party C.

(y)     SECOND RATING DOWNGRADE: Within 5 days of a Standard & Poor's Ratings
        Group rating downgrade of Party A to A-2 short term rating or below, a
        Moody's Investors Service rating downgrade of Party A to P2 short term
        rating or below or a Fitch Ratings rating downgrade of Party A to F2
        short term rating or below, Party A must be replaced with a swap
        provider rated AAA or A-1 by Standard & Poor's Ratings Group, rated P-1
        by Moody's Investors Service and rated F1 by Fitch Ratings. Until a
        replacement swap provider is arranged, Party A will continue to lodge
        cash collateral with a bank which has a short term rating of at least
        A-1 (Standard & Poor's), P-1 (Moody's) and F1 (Fitch Ratings). If a
        replacement swap provider is established, Party A can be removed as swap
        provider. Any replacement swap agreement must have the same terms and
        conditions as this Agreement including the same downgrade provisions as
        this Agreement. The costs in relation to the replacement Swap Agreement
        must be borne by Party A.

(z)     PROVIDER OF INTEREST HEDGE: Party A, Party B and Party C all acknowledge
        and confirm that Party A is a provider of an Interest Hedge as defined
        in the Master Trust Deed.


(za)    LIMITED RECOURSE: Party A must not, at any time during the period from
        the date of this Agreement to the date of the full and final repayment
        of any outstanding Bonds which are the subject of the relevant
        Securitisation Fund, take any action to wind up Party B or take any
        other action which may result in Party B being placed under any form of
        insolvency administration.

(zb)    MANAGER APPROVAL: For the purposes of the Master Trust Deed, Party C
        approves of this Agreement and authorises and directs Party B to enter
        into it.


(zc)    Intentionally deleted.



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<PAGE>





(zd)    Section 6(a) is amended by replacing "20 days" in line 3 with "5 Local
        Business Days".

(ze)    RESTRICTED TERMINATION RIGHTS

        add a new section 6(aa) as follows:

        "(aa)   RESTRICTED TERMINATION RIGHTS

                (i)      TERMINATION BY PARTY B: Party B must not designate an
                         Early Termination Date without the prior written
                         consent of the Note Trustee (if applicable).

                (ii)     CONSULTATION: Each Party may only designate an Early
                         Termination Date following prior consultation with the
                         other Party as to the timing of the Early Termination
                         Date. Subject to its duties under the Master Trust Deed
                         and the Supplementary Bond Terms Notice, Party B may
                         exercise its rights only on the instructions of the
                         Note Trustee (if applicable) and only after
                         consultation between Party A and the Note Trustee (if
                         applicable). Party B may only designate an Early
                         Termination Date at the direction of Party C.

                (iii)    PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:

                         (a)      Notwithstanding Part 1(c)(ii) of this
                                  Schedule, Party A may designate an Early
                                  Termination Date if it is an Affected Party
                                  following a Tax Event but only if all Bonds or
                                  Notes (as applicable) will be redeemed at the
                                  full amount of the Invested Amount (or, if the
                                  Bondholders or Noteholders (as applicable) by
                                  Extraordinary Resolution have so agreed, at a
                                  lesser amount) together with accrued interest
                                  to (but excluding) the date of redemption.

                         (b)      If a Tax Event occurs where Party A is the
                                  Affected Party and Party A is unable to
                                  transfer all its rights and obligations under
                                  this Agreement and each Transaction to an
                                  Affiliate pursuant to Section 6(b)(ii), Party
                                  A may, at its cost, transfer all its rights,
                                  powers and privileges and all its unperformed
                                  and future obligations under this Agreement
                                  and each Transaction to any person provided
                                  that each Designated Rating Agency has
                                  confirmed in writing that the transfer will
                                  not result in a reduction, qualification or
                                  withdrawal of the credit ratings then assigned
                                  by them to the Bonds or Notes (as applicable).

                (iv)     TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any
                         payment by Party B to Party A under this Agreement is,
                         or is likely to be, made subject to any deduction or
                         withholding on account of Tax, Party B will endeavour
                         to procure the transfer as principal obligor under
                         Agreement in respect of each affected Transaction of a
                         Party B incorporated in another jurisdiction approved
                         by Party A and the Note Trustee (if applicable) and in
                         respect of which the Rating Agencies confirm that the
                         substitution will not cause a reduction or withdrawal
                         of the rating of Notes."



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(zf)     APPOINTMENT OF MANAGER. Party A acknowledges that under the Master
         Trust Deed the Manager is appointed manager of the Securitisation Fund
         with the powers set out in and upon and subject to the terms of, the
         Master Trust Deed.



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MASTER NOVATION ANNEX

THIS AGREEMENT is made the [INSERT DATE]


BETWEEN:      PERPETUAL TRUSTEES AUSTRALIA LIMITED (ABN 86 000 431 827) IN ITS
              CAPACITY AS TRUSTEE OF [OLD SECURITISATION FUND] ("THE RETIRING
              TRUSTEE")

AND:          PERPETUAL TRUSTEES AUSTRALIA LIMITED
              (ABN 86 000 431 827) IN ITS CAPACITY AS TRUSTEE OF [NEW
              SECURITISATION FUND] ("THE SUBSTITUTE TRUSTEE")

AND:          NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)("THE
              CONTINUING PARTY")

AND           ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134) IN ITS
              CAPACITY AS MANAGER OF [OLD SECURITISATION FUND] ("THE RETIRING
              MANAGER")

AND           ME PORTFOLIO MANAGEMENT LIMITED (ABN 79 005 964 134) IN ITS
              CAPACITY AS MANAGER OF [NEW SECURITISATION FUND] ("THE SUBSTITUTE
              MANAGER")


BACKGROUND

A.       The Retiring Trustee, the Retiring Manager and the Continuing Party are
         parties to the transactions specified in the schedule ("TRANSACTIONS").


B.       The Transactions are governed by a master agreement entitled ISDA
         Master Agreement dated [INSERT DATE] between the Retiring Trustee,
         Retiring Manager and the Continuing Party ("THE MASTER AGREEMENT") as
         amended from time to time.


C.       The parties to this agreement have agreed to a novation of [that
         proportion of the Transactions specified in the schedule the
         ("SPECIFIED TRANSACTIONS")] on the terms set out in this agreement
         under which the Retiring Trustee and Retiring Manager are to surrender
         their rights and be released and discharged from their obligations
         under the Specified Transactions and the Substitute Trustee and
         Substitute Manager are to become entitled to equivalent rights and
         assume equivalent obligations.

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AGREEMENT:

DEFINITIONS

1.       In this agreement:

         "CONFIRMATION", "EVENT OF DEFAULT" and "POTENTIAL EVENT OF DEFAULT"
         have the same meaning as in the Master Agreement.

         "NOVATION DATE" means such date as agreed between the parties.

NOVATION

2.       With effect from and including the Novation Date:

         (a)      the Retiring Trustee, Retiring Manager and the Continuing
                  Party have no further rights against each other or obligations
                  to each other in connection with the Specified Transactions;
                  and

         (b)      subject to clause 2(c):

                  (i)      the Substitute Trustee and the Substitute Manager
                           have the same rights against, and owe the same
                           obligations to, the Continuing Party in connection
                           with the Specified Transactions; and

                  (ii)     the Continuing Party has the same rights against, and
                           owes the same obligations to, the Substitute Trustee
                           and the Substitute Manager in connection with the
                           Specified Transactions,

                  as if the Substitute Trustee and the Substitute Manager had
                  been named as parties to the Specified Transactions instead of
                  the Retiring Trustee and the Retiring Manager; and

         (c)      the Specified Transactions remain at all times governed by the
                  Master Agreement.

REPRESENTATIONS AND WARRANTIES

3.       Each of the Retiring Manager and the Continuing Party represents and
         warrants to the other parties that:

         (a)      to the best of that party's knowledge no event has occurred
                  which constitutes an Event of Default or Potential Event of
                  Default with respect to itself and no other circumstances
                  exists which would entitle the other parties to terminate the
                  Specified Transactions; and

         (b)      to the best of that party's knowledge the terms of the
                  Specified Transactions are accurately recorded in the
                  Confirmation for each Specified Transaction


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<PAGE>

                  and there is no dispute or grounds for a future dispute
                  between the Retiring Trustee, the Retiring Manager and the
                  Continuing Party as to the terms of or performance of
                  obligations under the Specified Transactions; and


CONFIRMATION

4.       References in the Confirmation for the Specified Transactions to the
         Retiring Trustee's accounts for payment purposes are to be taken to be
         references to accounts of the Substitute Trustee as follows:

         TO BE ADVISED

MISCELLANEOUS

5.       Each party is to pay its own costs, charges and expenses (including,
         without limitation, legal expenses) in entering into this agreement
         except that the Substitute Trustee agrees to pay or reimburse the other
         parties for all stamp duties, fees, taxes and charges which are payable
         in connection with the novation of the Specified Transactions.

6.       Each party at its own expense must, at another party's request, execute
         and cause its successors to execute documents and do everything else
         necessary or appropriate to bind the Substitute Trustee, the Substitute
         Manager and the Continuing Party and their successors under the
         Specified Transactions in accordance with the intention expressed in
         clause 2(b).

7.       This agreement is governed by the laws in force in the State of New
         South Wales. Each party irrevocably submits to the non-exclusive
         jurisdiction of the courts of the State of New South Wales and courts
         of appeal from them.

8.       This agreement may consist of a number of counterparts and the
         counterparts taken together constitute one and the same instrument.


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<PAGE>



                                    SCHEDULE






1.       TRANSACTIONS
















2.       SPECIFIED TRANSACTIONS


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EXECUTED AS AN AGREEMENT


RETIRING TRUSTEE:     PERPETUAL TRUSTEES AUSTRALIA LIMITED
                            (ABN 86 000 431 827)



By                                                By
  ----------------------------                      ----------------------------


------------------------------                    ------------------------------
Name of signatory                                 Name of signatory


------------------------------                    ------------------------------
Title                                             Title


RETIRING MANAGER: ME PORTFOLIO MANAGEMENT LIMITED
                           (ABN 79 005 964 134)



By                                                By
  ----------------------------                      ----------------------------


------------------------------                    ------------------------------
Name of signatory                                 Name of signatory


------------------------------                    ------------------------------
Title                                             Title


SUBSTITUTE TRUSTEE:        PERPETUAL TRUSTEES AUSTRALIA LIMITED
                           (ABN 86 000 431 827)



By                                                By
  ----------------------------                      ----------------------------


------------------------------                    ------------------------------
Name of signatory                                 Name of signatory


------------------------------                    ------------------------------
Title                                             Title


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Freehills Sydney\004365644         Printed 1 April 2003 (15:23)          PAGE 29

<PAGE>




SUBSTITUTE MANAGER:        ME PORTFOLIO MANAGEMENT LIMITED
                           (ABN 79 005 964 134)



By                                                By
  ----------------------------                      ----------------------------


------------------------------                    ------------------------------
Name of signatory                                 Name of signatory


------------------------------                    ------------------------------
Title                                             Title



CONTINUING PARTY:         NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)


By                                                By
  ----------------------------                      ----------------------------


------------------------------                    ------------------------------
Name of signatory                                 Name of signatory


------------------------------                    ------------------------------
Title                                             Title







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