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(MULTICURRENCY - CROSS BORDER)

                                      ISDA

               INTERNATIONAL SWAPS & DERIVATIVES ASSOCIATION, INC.

                                MASTER AGREEMENT

                          dated as of 28 February 1995

Deutsche Bank AG, SYDNEY BRANCH       PERPETUAL TRUSTEES AUSTRALIA
ARBN  064 165 162                     LIMITED ACN 000 431 827 in its capacity as
                                      trustee of various Sub-Funds from time
                                      to time established under the Trust Deed

have entered and/or anticipate entering into one or more transactions (each a
"TRANSACTION") that are or will be governed by this Master Agreement, which
includes the schedule (the "SCHEDULE"), and the documents and other confirming
evidence (each a "CONFIRMATION") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.   INTERPRETATION

(a)  DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
     the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY. In the event of any inconsistency between the provisions of
     the Schedule and the other provisions of this Master Agreement, the
     Schedule will prevail. In the event of any inconsistency between the
     provisions of any Confirmation and this Master Agreement (including the
     Schedule), such Confirmation will prevail for the purpose of the relevant
     Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
     that this Master Agreement and all Confirmations form a single agreement
     between the parties (collectively referred to as this "AGREEMENT"), and the
     parties would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS

     (i)    Each party will make each payment or delivery specified in each
            Confirmation to be made by it, subject to the other provisions of
            this Agreement.

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     (ii)   Payments under this Agreement will be made on the due date for value
            on that date in the place of the account specified in the relevant
            Confirmation or otherwise pursuant to this Agreement, in freely
            transferable funds and in the manner customary for payments in the
            required currency. Where settlement is by delivery (that is, other
            than by payment), such delivery will be made for receipt on the due
            date in the manner customary for the relevant obligation unless
            otherwise specified in the relevant Confirmation or elsewhere in
            this Agreement.

     (iii)  Each obligation of each party under Section 2(a)(i) is subject to
            (1) the condition precedent that no Event of Default or Potential
            Event of Default with respect to the other party has occurred and is
            continuing, (2) the condition precedent that no Early Termination
            Date in respect of the relevant Transaction has occurred or been
            effectively designated and (3) each other applicable condition
            precedent specified in this Agreement.

(b)  CHANGE OF ACCOUNT. Either party may change its account for receiving a
     payment or delivery by giving notice to the other party at least five Local
     Business Days prior to the scheduled date for the payment or delivery to
     which such change applies unless such other party gives timely notice of a
     reasonable objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:-

     (i)    in the same currency; and

     (ii)   in respect of the same Transaction,

     by each party to the other, then, on such date, each party's obligation to
     make payment of any such amount will be automatically satisfied and
     discharged and, if the aggregate amount that would otherwise have been
     payable by one party exceeds the aggregate amount that would otherwise have
     been payable by the other party, replaced by an obligation upon the party
     by whom the larger aggregate amount would have been payable to pay to the
     other party the excess of the larger aggregate amount over the smaller
     aggregate amount.

     The parties may elect in respect of two or more Transactions that a net
     amount will be determined in respect of all amounts payable on the same
     date in the same currency in respect of such Transactions, regardless of
     whether such amounts are payable in respect of the same Transaction. The
     election may be made in the Schedule or a Confirmation by specifying that
     subparagraph (ii) above will not apply to the Transactions identified as
     being subject to the election, together with the starting date (in which
     case subparagraph (ii) above will not, or will cease to, apply to such
     Transactions from such date). This election may be made separately for
     different groups of Transactions and will apply separately to each pairing
     of Offices through which the parties made and receive payments or
     deliveries.

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(d)  DEDUCTION OR WITHHOLDING FOR TAX

     (i)    GROSS-UP. All payments under this Agreement will be made without any
            deduction or withholding for or on account of any Tax unless such
            deduction or withholding is required by any applicable law, as
            modified by the practice of any relevant governmental revenue
            authority, then in effect. If a party is so required to deduct or
            withhold, then that party ("X") will:-

            (1)  promptly notify the other party ("Y") of such requirement;

            (2)  pay to the relevant authorities the full amount required to be
                 deducted or withheld (including the full amount required to be
                 deducted or withheld from any additional amount paid by X to Y
                 under this Section 2(d)) promptly upon the earlier of
                 determining that such deduction or withholding is required or
                 receiving notice that such amount has been assessed against Y;

            (3)  promptly forward to Y an official receipt (or a certified
                 copy), or other documentation reasonably acceptable to Y,
                 evidencing such payment to such authorities; and

            (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to
                 the payment to which Y is otherwise entitled under this
                 Agreement, such additional amount as is necessary to ensure
                 that the net amount actually received by Y (free and clear of
                 Indemnifiable Taxes, whether assessed against X or Y) will
                 equal the full amount Y would have received had no such
                 deduction or withholding been required. However, X will not be
                 required to pay any additional amount to Y to the extent that
                 it would not be required to be paid but for:

                 (A)  the failure by Y to comply with or perform any agreement
                      contained in Section 4(a)(i), 4(a)(iii) or 4 (d); or

                 (B)  the failure of a representation made by Y pursuant to
                      Section 3(f) to be accurate and true unless such failure
                      would not have occurred but for (1) any action taken by a
                      taxing authority, or brought in a court of competent
                      jurisdiction, on or after the date on which a Transaction
                      is entered into (regardless of whether such action is
                      taken or brought with respect to a party to this
                      Agreement) or (II) a Change in Tax Law.

     (ii)   LIABILITY. If:-

            (1)  X is required by any applicable law, as modified by the
                 practice of any relevant governmental revenue authority, to
                 make any deduction or withholding in respect of which X would
                 not be required to pay an additional amount to Y under Section
                 2(d)(i)(4);


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            (2)  X does not so deduct or withhold; and

            (3)  a liability resulting from such Tax is assessed directly
                 against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d).

(e)  DEFAULT INTEREST, OTHER AMOUNTS. Prior to the occurrence or effective
     designation of an Early Termination Date in respect of the relevant
     Transaction, a party that defaults in the performance of any payment
     obligation will, to the extent permitted by laws and subject to Section
     6(c), be required to pay interest (before as well as after judgment) on the
     overdue amount to the other party on demand in the same currency as such
     overdue amount, for the period from (and including) the original due date
     for payment to (but excluding) the date of actual payment, at the Default
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed. If, prior to the occurrence or
     effective designation of an Early Termination Date in respect of the
     relevant Transaction, a party defaults in the performance of any obligation
     required to be settled by delivery, it will compensate the other party on
     demand if and to the extent provided for in the relevant Confirmation or
     elsewhere in this Agreement.

3.   REPRESENTATIONS

     Each party represents to the other party (which representations will be
     deemed to be repeated by each party on each date on which a Transaction is
     entered into and, in the case of the representations in Section 3(f), at
     all times until the termination of this Agreement) that:-

     (a)    BASIC REPRESENTATIONS

            (i)     STATUS. it is duly organised and validly existing under the
                    laws of the jurisdiction of its organisation or
                    incorporation and, if relevant under such laws, in good
                    standing;

            (ii)    POWERS. it has the power to execute this Agreement and any
                    other documentation relating to this Agreement to which it
                    is a party, to deliver this Agreement and any other
                    documentation relating to this Agreement that it is required
                    by this Agreement to deliver and to perform its obligations
                    under this Agreement and any obligations it has under any
                    Credit Support Document to which it is a party and has taken
                    all necessary action to authorize such execution, delivery
                    and performance;

            (iii)   NO VIOLATION OR CONFLICT. Such execution, delivery and
                    performance do not violate or conflict with any law
                    applicable to it, any provision of

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                    its constitutional documents, any order or judgment of any
                    court or other agency of government applicable to it or any
                    of its assets or any contractual restriction binding on or
                    affecting it or any of its assets;

            (iv)    CONSENTS. All governmental and other consents that are
                    required to have been obtained by it with respect to this
                    Agreement or any Credit Support Document to which it is a
                    party have been obtained and are in full force and effect
                    and all conditions of any such consents have been complied
                    with; and

            (v)     OBLIGATIONS BINDING. its obligations under this Agreement
                    and any Credit Support document to which it is a party
                    constitute its legal, valid and binding obligations,
                    enforceable in accordance with their respective terms
                    (subject to applicable bankruptcy, reorganization,
                    insolvency, moratorium or similar laws affecting creditors'
                    rights generally and subject, as to enforceability, to
                    equitable principles of general application (regardless of
                    whether enforcement is sought in a proceeding in equity or
                    at law)).

     (b)    ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event Of
            Default or, to its knowledge, Termination Event with respect to it
            has occurred and is continuing and no such event or circumstance
            would occur as a result of its entering into or performing its
            obligations under this Agreement or any Credit Support Document to
            which it is party.

     (c)    ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
            threatened against it or any of its Affiliates any action, suit or
            proceeding at law or in equity or before any court, tribunal,
            governmental body, agency or official or any arbitrator that is
            likely to affect the legality, validity or enforceability against it
            of this Agreement or any Credit Support document to which it is a
            party or its ability to perform its obligations under this Agreement
            or such Credit Support document.

     (d)    ACCURACY OF SPECIFIED INFORMATION. All applicable information that
            is furnished in writing by or on behalf of it to the other party and
            is identified for the purpose of this Section 3(d) in the Schedule
            is, as of the date of the information, true, accurate and complete
            in every material respect.

     (e)    PAYER TAX REPRESENTATION. Each representation specified in the
            Schedule as being made by it for the purpose of this Section 3 (e)
            is accurate and true.

     (f)    PAYEE TAX REPRESENTATION. Each representation specified in the
            Schedule as being made by it for the purpose of this Section 3(f) is
            accurate and true.

4.   AGREEMENTS


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     Each party agrees with the other that, so long as either party has or may
     have any obligation under this Agreement or under any Credit Support
     Document to which it is a party:-

     (a)    FURNISH SPECIFIED INFORMATION. it will deliver to the other party
            or, in certain cases under subparagraph (iii) below, to such
            government or taxing authority as the other party reasonably
            directs:-

            (i)     any forms, documents or certificates relating to taxation
                    specified in the Schedule or any Confirmation;

            (ii)    any other documents specified in the Schedule or any
                    Confirmation; and

            (iii)   upon reasonable demand by such other party, any form or
                    document that may be required or reasonably requested in
                    writing in order to allow such other party or its Credit
                    Support Provider to make a payment under this Agreement or
                    any applicable Credit Support document without any deduction
                    or withholding for or on account of any Tax or with such
                    deduction or withholding at a reduced rate (so long as the
                    completion, execution or submission of such form or document
                    would not materially prejudice the legal or commercial
                    position of the party in receipt of such demand), with any
                    such form or document to be accurate and completed in a
                    manner reasonably satisfactory to such other party and to be
                    executed and to be delivered with any reasonably required
                    certification,

            in each case by the date specified in the Schedule or such
            Confirmation or, if none is specified, as soon as reasonably
            practicable.

     (b)    MAINTAIN AUTHORIZATIONS. it will use all reasonable efforts to
            maintain in full force and effect all consents of any governmental
            or other authority that are required to be obtained by it with
            respect to this Agreement or any Credit Support Document to which it
            is a party and will use all reasonable efforts to obtain any that
            may become necessary in the future.

     (c)    COMPLY WITH LAWS. It will comply in all material respects will all
            applicable laws and orders to which it may be subject if failure so
            to comply would materially impair its ability to perform its
            obligations under this Agreement or any Credit Support Document to
            which it is a party.

     (d)    TAX AGREEMENT. It will give notice of any failure of a
            representation made by it under Section 3(f) to be accurate and true
            promptly upon learning of such failure.

     (e)    PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp
            Tax levied or imposed upon it or in respect of its execution or
            performance of this Agreement by a jurisdiction in which it is
            incorporated, organised, managed

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            and controlled, or considered to have its seat, or in which a branch
            or office through which it is acting for the purpose of this
            Agreement is located ("Stamp Tax Jurisdiction") and will indemnify
            the other party against any Stamp Tax levied or imposed upon the
            other party or in respect of the other party's execution or
            performance of this Agreement by any such Stamp Tax Jurisdiction
            which is not also a Stamp Tax Jurisdiction with respect to the other
            party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

     (a)    EVENTS OF DEFAULT. The occurrence at any time with respect to a
            party or, if applicable, any Credit Support Provider of such party
            or any Specified Entity of such party of any of the following events
            constitutes an event of default (an "EVENT OF DEFAULT") with respect
            to such party:-

            (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 on or before the third Local
                    Business Day after notice of such failure is given to the
                    party;

            (ii)    BREACH OF AGREEMENT. Failure by the party to comply with or
                    perform any agreement or obligation (other than an
                    obligation to make any payment under this Agreement or
                    delivery under Section 2(a)(i) or 2(e) or to give notice of
                    a Termination Event or any agreement or obligation under
                    Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
                    performed by the party in accordance with this Agreement if
                    such failure is not remedied on or before the thirtieth day
                    after notice of such failure is given to the party;

            (iii)   CREDIT SUPPORT DEFAULT

                    (1)  Failure by the party or any Credit Support Provider of
                         such party to comply with or perform any agreement or
                         obligation to be complied with or performed by it in
                         accordance with any Credit Support Document if such
                         failure is continuing after any applicable grace period
                         has elapsed;

                    (2)  the expiration or termination of such Credit Support
                         Document or the failing or ceasing of such Credit
                         Support Document to be in full force and effect for the
                         purpose of this Agreement (in either case other than in
                         accordance with its terms) prior to the satisfaction of
                         all obligations of such party under each Transaction to
                         which such Credit Support Document relates without the
                         written consent of the other party; or

                    (3)  the party or such credit Support Provider disaffirms,
                         disclaims, repudiates or rejects, in whole or in part,
                         or challenges the validity of, such Credit Support
                         Document;

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            (iv)    MISREPRESENTATION. A representation (other than a
                    representation under Section 3(e) or (f)) made or repeated
                    or deemed to have been made or repeated by the party or any
                    Credit Support Provider of such party in this Agreement or
                    any Credit Support Document proves to have been incorrect or
                    misleading in any material respect when made or repeated or
                    deemed to have been made or repeated;

            (v)     DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
                    Support Provider of such party or any applicable Specified
                    Entity of such party (1) defaults under a Specified
                    Transaction and, after giving effect to any applicable
                    notice requirement or grace period, there occurs a
                    liquidation of, an acceleration of obligations under, or an
                    early termination of, that Specified Transaction, (2)
                    defaults, after giving effect to any applicable notice
                    requirement or grace period, in making any payment or
                    delivery due on the last payment, delivery or exchange date
                    of, or any payment on early termination of, a Specified
                    Transaction (or such default continues for at least three
                    Local Business Days if there is no applicable notice
                    requirement or grace period) or (3) disaffirms, disclaims,
                    repudiates or rejects, in whole or in part, a Specified
                    Transaction (or such action is taken by any person or entity
                    appointed or empowered to operate it or act on its behalf);

            (vi)    CROSS DEFAULT. If "Cross Default" is specified in the
                    Schedule as applying to the party, the occurrence or
                    existence of

                    (1)  a default, event of default or other similar condition
                         or event (however described) in respect of such party,
                         any Credit Support Provider of such party or any
                         applicable Specified Entity of such party under one or
                         more agreements or instruments relating to Specified
                         Indebtedness of any of them (individually or
                         collectively) in an aggregate amount of not less than
                         the applicable Threshold Amount (as specified in the
                         Schedule) which has resulted in such Specified
                         Indebtedness becoming, or becoming capable at such time
                         of being declared, due and payable under such
                         agreements or instruments, before it would otherwise
                         have been due and payable; or

                    (2)  a default by such party, such Credit Support Provider
                         or such Specified Entity (individually or collectively)
                         in making one or more payments on the due date thereof
                         in an aggregate amount of not less than the applicable
                         Threshold Amount under such agreements or instruments
                         (after giving effect to any applicable notice
                         requirement or grace period);

            (vii)   BANKRUPTCY. The party, any Credit Support Provider of such
                    party or any applicable Specified Entity of such party:

                    (1)  is dissolved (other than pursuant to a consolidation,
                         amalgamation or merger);

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                    (2)  becomes insolvent or is unable to pay its debts or
                         fails or admits in writing its inability generally to
                         pay its debts as they become due;

                    (3)  makes a general assignment, arrangement or composition
                         with or for the benefit of its creditors;

                    (4)  institutes or has instituted against it a proceeding
                         seeking a judgment of insolvency or bankruptcy or any
                         other relief under any bankruptcy or insolvency law or
                         other similar law affecting creditors' rights, or a
                         petition is presented for its winding-up or
                         liquidation, and, in the case of any such proceeding or
                         petition instituted or presented against it, such
                         proceeding or petition:

                         (A)  results in a judgment of insolvency or bankruptcy
                              or the entry of an order for relief or the making
                              of an order for its winding-up or liquidation; or

                         (B)  is not dismissed, discharged, stayed or restrained
                              in each case within 30 days of the institution or
                              presentation thereof;

                    (5)  has a resolution passed for its winding-up, official
                         management or liquidation (other than pursuant to a
                         consolidation, amalgamation or merger);

                    (6)  seeks or becomes subject to the appointment of an
                         administrator, provisional liquidator, conservator,
                         receiver, trustee, custodian or other similar official
                         for it or for all or substantially all its assets;

                    (7)  has a secured party take possession of all or
                         substantially all its assets or has a distress,
                         execution, attachment, sequestration or other legal
                         process levied, enforced or sued on or against all or
                         substantially all its assets and such secured party
                         maintains possession, or any such process is not
                         dismissed, discharged, stayed or restrained, in each
                         case within 30 days thereafter;

                    (8)  causes or is subject to any event with respect to it
                         which, under the applicable laws of any jurisdiction,
                         has an analogous effect to any of the events specified
                         in clauses (1) to (7) (inclusive); or

                    (9)  takes any action in furtherance of, or indicating its
                         consent to, approval of, or acquiescence in, any of the
                         foregoing acts; or

            (viii)  MERGER WITHOUT ASSUMPTION. The party or any Credit Support
                    Provider of such party consolidates or amalgamates with, or
                    merges with or into, or transfers all or substantially all
                    its assets to, another entity and, at the time of such
                    consolidation, amalgamation, merger or transfer:-

                    (1)  the resulting, surviving or transferee entity fails to
                         assume all the obligations of such party or such Credit
                         Support Provider under this Agreement or any Credit
                         Support Document to which it or its

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                         predecessor was a party by operation of law or pursuant
                         to an agreement reasonably satisfactory to the other
                         party to this Agreement; or

                    (2)  the benefits of any Credit Support Document fail to
                         extend (without the consent of the other party) to the
                         performance by such resulting, surviving or transferee
                         entity of its obligations under this Agreement.

     (b)    TERMINATION EVENTS. The occurrence at any time with respect to a
            party or, if applicable, any Credit Support Provider of such party
            or any specified Entity of such party of any event specified below
            constitutes an Illegality if the event is specified in (i) below, a
            Tax Event if the event is specified in (ii) below or a Tax Event
            Upon merger if the event is specified in (iii) below, and, if
            specified to be applicable, a Credit Event Upon Merger if the event
            is specified pursuant to (iv) below or an Additional Termination
            Event if the event is specified pursuant to (v) below:-

            (i)     ILLEGALITY. Due to the adoption of, or any change in, any
                    applicable law after the date on which a Transaction is
                    entered into, or due to the promulgation of, or any change
                    in, the interpretation by any court, tribunal or regulatory
                    authority with competent jurisdiction of any applicable law
                    after such date, it becomes unlawful (other than as a result
                    of a breach by the party of Section 4(b)) for such party
                    (which will be the Affected Party):-

                    (1)  to perform any absolute or contingent obligation to
                         make a payment or delivery or to receive a payment or
                         delivery in respect of such Transaction or to comply
                         with any other material provision of this Agreement
                         relating to such Transaction; or

                    (2)  to perform, or for any Credit Support Provider of such
                         party to perform, any contingent or other obligation
                         which the party (or such Credit Support Provider) has
                         under any Credit Support Document relating to such
                         Transaction;

            (ii)    TAX EVENT. Due to (x) any action taken by a taxing
                    authority, or brought in a court of competent jurisdiction,
                    on or after the date on which a Transaction is entered into
                    (regardless of whether such action is taken or brought with
                    respect to a party to this Agreement) or (y) a Change in Tax
                    Law, the party (which will be the Affected Party) will, or
                    there is a substantial likelihood that it will, on the next
                    succeeding Scheduled Payment Date:

                    (1)  be required to pay to the other party an additional
                         amount in respect of an Indemnifiable Tax under Section
                         2(d)(i)(4) (except in respect of interest under Section
                         2(e), 6(d)(ii) or 6(e)); or

                    (2)  receive a payment from which an amount is required to
                         be deducted or withheld for or on account of a Tax
                         (except in respect of interest under Section 2(e), 6
                         (d)(ii) or 6(e)) and no additional amount is required
                         to be paid in respect of such Tax under Section
                         2(d)(i)(4) (other than by reason of Section
                         2(d)(i)(4)(A) or B));

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            (iii)   TAX EVENT UPON MERGER. The party (the "BURDENED PARTY") on
                    the next succeeding Scheduled Payment Date will either:

                    (1)  be required to pay an additional amount in respect of
                         an Indemnifiable Tax under Section 2(d)(i)(4) (except
                         in respect of interest under Section 2(e), 6(d)(ii) or
                         6(e)); or

                    (2)  receive a payment from which an amount has been
                         deducted or withheld for or on account of any
                         Indemnifiable Tax in respect of which the other party
                         is not required to pay an additional amount (other than
                         by reason of Section 2(d)(i)(4)(A) or B)), in either
                         case as a result of a party consolidating or
                         amalgamating with, or merging with or into, or
                         transferring all or substantially all its assets to,
                         another entity (which will be the Affected Party) where
                         such action does not constitute an event described in
                         Section 5(a)(viii);

            (iv)    CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
                    specified in the Schedule as applying to the party, such
                    party ("X"), any Credit Support Provider of X or any
                    applicable Specified Entity of X consolidates or amalgamates
                    with, or merges with or into, or transfers all or
                    substantially all its assets to, another entity and such
                    action does not constitute an event described in Section
                    5(a)(viii) but the creditworthiness of the resulting,
                    surviving or transferee entity is materially weaker than
                    that of X, such Credit Support Provider or such Specified
                    Entity, as the case may be, immediately prior to such action
                    (and, in such event, X or its successor or transferee, as
                    appropriate, will be the Affected Party); or

            (v)     ADDITIONAL TERMINATION EVENT. If any "Additional Termination
                    Event" is specified in the Schedule or any Confirmation as
                    applying, the occurrence of such event (and, in such event)
                    the Affected Party or Affected Parties shall be as specified
                    for such Additional Termination Event in the Schedule or
                    such Confirmation).

     (c)    EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
            would otherwise constitute or give rise to an Event of Default also
            constitutes an Illegality, it will be treated as an Illegality and
            will not constitute an Event of Default.

6.   EARLY TERMINATION

     (a)    RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an
            Event of Default with respect to a party (the "DEFAULTING PARTY")
            has occurred and is then continuing, the other party (the
            "NON-DEFAULTING PARTY") may, by not more than 20 days notice to the
            Defaulting Party specifying the relevant Event of Default, designate
            a day not earlier than the day such notice is effective as an Early
            Termination Date in respect of all outstanding Transactions. If,
            however, "Automatic Early Termination" is specified in the Schedule
            as applying to a party, then an Early Termination Date in respect of
            all outstanding Transactions will occur immediately upon the
            occurrence with respect to such party of an Event of Default
            specified in Section 5(a)(vii)(1), (3),

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            (5), (6) or, to the extent analogous thereto, (8), and as of the
            time immediately preceding the institution of the relevant
            proceeding or the presentation of the relevant petition upon the
            occurrence with respect to such party of an Event of Default
            specified in Section 5(a)(vii)(4) or, to the extent analogous
            thereto, (8).

     (b)    RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

            (i)     NOTICE. If a Termination Event occurs, an Affected Party
                    will, promptly upon becoming aware of it, notify the other
                    party, specifying the nature of that Termination Event and
                    each Affected Transaction and will also give such other
                    information about that Termination Event as the other party
                    may reasonably require.

            (ii)    TRANSFER TO AVOID TERMINATION EVENT. If either an illegality
                    under Section 5(b)(i)(1) or a Tax Event occurs and there is
                    only one Affected Party, or if a Tax Event Upon Merger
                    occurs and the Burdened Party is the Affected Party, the
                    Affected Party will, as a condition to its right to
                    designate an Early Termination Date under Section 6(b)(iv),
                    use all reasonable efforts (which will not require such
                    party to incur a loss, excluding immaterial, incidental
                    expenses) to transfer within 20 days after it gives notice
                    under Section 6(b)(i) all its rights and obligations under
                    this Agreement in respect of the Affected Transactions to
                    another of its Offices or Affiliates so that such
                    Termination Event ceases to exist.

                    If the Affected Party is not able to make such a transfer it
                    will give notice to the other party to that effect within
                    such 20 day period, whereupon the other party may effect
                    such a transfer within 30 days after the notice is given
                    under Section 6(b)(i).

                    Any such transfer by a party under this Section 6(b)(ii)
                    will be subject to and conditional upon the prior written
                    consent of the other party, which consent will not be
                    withheld if such other party's policies in effect at such
                    time would permit it to enter into transactions with the
                    transferee on the terms proposed.

            (iii)   TWO AFFECTED PARTIES. If an illegality under Section
                    5(b)(i)(1) or a Tax Event occurs and there are two Affected
                    Parties, each party will use all reasonable efforts to reach
                    agreement within 30 days after notice thereof is given under
                    Section 6(b)(i) on action to avoid that Termination Event.

            (iv)    RIGHT TO TERMINATE. If:-

                    (1)  a transfer under Section 6(b)(ii) or an agreement under
                         Section 6(b)(iii), as the case may be, has not been
                         effected with respect to all Affected Transactions
                         within 30 days after an Affected Party gives notice
                         under Section 6(b)(i); or


                                       12
<PAGE>

                    (2)  an Illegality under Section 5(b)(i)(2), a Credit Event
                         Upon Merger or an Additional Termination Event occurs,
                         or a Tax Event Upon Merger occurs and the Burdened
                         Party is not the Affected Party,

                    either party in the case of an Illegality, the Burdened
                    Party in the case of a Tax Event Upon Merger, any Affected
                    Party in the case of a Tax Event or an Additional
                    Termination Event if there is more than one Affected Party,
                    or the party which is not the Affected Party in the case of
                    a Credit Event Upon Merger or an Additional Termination
                    Event if there is only one Affected Party may, by not more
                    than 20 days notice to the other party and provided that the
                    relevant Termination Event is then continuing, designate a
                    day not earlier than the day such notice is effective as an
                    Early Termination Date in respect of all Affected
                    Transactions.

     (c)    EFFECT OF DESIGNATION

            (i)     If notice designating an Early Termination Date is given
                    under Section 6(a) or (b), the Early Termination Date will
                    occur on the date so designated, whether or not the relevant
                    Event of Default or Termination Event is then continuing.

            (ii)    Upon the occurrence or effective designation of an Early
                    Termination Date, no further payments or deliveries under
                    Section 2(a)(i) or 2(e) in respect of the Terminated
                    Transactions will be required to be made, but without
                    prejudice to the other provisions of this Agreement. The
                    amount, if any, payable in respect of an Early Termination
                    Date shall be determined pursuant to Section 6(e).

     (d)    CALCULATIONS

            (i)     STATEMENT. On or as soon as reasonably practicable following
                    the occurrence of an Early Termination Date, each party will
                    make the calculations on its part, if any, contemplated by
                    Section 6(e) and will provide to the other party a
                    statement:

                    (1)  showing, in reasonable detail, such calculations
                         (including all relevant quotations and specifying any
                         amount payable under Section 6(e)); and

                    (2)  giving details of the relevant account to which any
                         amount payable to it is to be paid. In the absence of
                         written confirmation from the source of a quotation
                         obtained in determining a Market Quotation, the records
                         of the party obtaining such quotation will be
                         conclusive evidence of the existence and accuracy of
                         such quotation.

            (ii)    PAYMENT DATE. An amount calculated as being due in respect
                    of any Early Termination Date under Section 6(e) will be
                    payable on the day that notice of the amount payable is
                    effective (in the case of an Early Termination Date which is
                    designated or occurs as a result of an Event of Default) and
                    on the day which is two Local Business Days after the day on
                    which notice of the amount payable is effective (in the case
                    of an Early Termination Date which is designated as a result
                    of a Termination Event). Such amount will be paid

                                       13
<PAGE>

                    together with (to the extent permitted under applicable law)
                    interest thereon (before as well as after judgment) in the
                    Termination Currency, from (and including) the relevant
                    Early Termination Date to (but excluding) the date such
                    amount is paid, at the Applicable Rate. Such interest will
                    be calculated on the basis of daily compounding and the
                    actual number of days elapsed.

     (e)    PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
            the following provisions shall apply based on the parties' election
            in the Schedule of a payment measure, either "Market Quotation" or
            "Loss" , and a payment method, either the "First Method" or the
            "Second Method". If the parties fail to designate a payment measure
            or payment method in the Schedule, it will be deemed that "Market
            Quotation" or the "Second Method", as the case may be, shall apply.
            The amount, if any, payable in respect of an Early Termination Date
            and determined pursuant to this Section will be subject to any
            Set-off.

            (i)     EVENTS OF DEFAULT. If the Early Termination Date results
                    from an Event of Default:-

                    (1)  FIRST METHOD AND MARKET QUOTATION. If the First Method
                         and Market Quotation apply, the Defaulting Party will
                         pay to the Non-defaulting Party the excess, if a
                         positive number, of:

                         (A)  the sum of the Settlement Amount (determined by
                              the Non-defaulting Party) in respect of the
                              Terminated Transactions and the Termination
                              Currency Equivalent of the Unpaid Amounts owing to
                              the Non-defaulting Party over

                         (B)  the Termination Currency Equivalent of the Unpaid
                              Amounts owing to the Defaulting Party.

                    (2)  FIRST METHOD AND LOSS. If the First Method and Loss
                         apply, the Defaulting Party will pay to the
                         Non-defaulting Party, if a positive number, the
                         Non-defaulting Party's loss in respect of this
                         Agreement.

                    (3)  SECOND METHOD AND MARKET QUOTATION. If the Second
                         Method and Market Quotation apply, an amount will be
                         payable equal to:

                         (A)  the sum of the Settlement Amount (determined by
                              the Non-defaulting Party) in respect of the
                              Terminated Transactions and the Termination
                              Currency Equivalent of the Unpaid Amounts owing to
                              the Non-defaulting Party less

                         (B)  the Termination Currency Equivalent of the Unpaid
                              Amounts owing to the Defaulting Party. If that
                              amount is a positive number, the Defaulting Party
                              will pay it to the Non-defaulting Party; if it is
                              a negative number, the Non-defaulting Party will
                              pay the absolute value of that amount to the
                              Defaulting Party.

                                       14
<PAGE>

                    (4)  SECOND METHOD AND LOSS. If the Second Method and Loss
                         apply, an amount will be payable equal to the
                         Non-defaulting Party's Loss in respect of this
                         Agreement. If that amount is a positive number, the
                         Defaulting Party will pay it to the Non-defaulting
                         Party; if it is a negative number, the Non defaulting
                         Party will pay the absolute value of that amount to the
                         Defaulting Party.

            (ii)    TERMINATION EVENTS. If the Early Termination Date results
                    from a Termination Event:-

                    (1)  ONE AFFECTED PARTY. If there is one Affected Party, the
                         amount payable will be determined in accordance with
                         Section 6(e)(i)(3), if Market Quotation applies, or
                         Section 6(e)(i)(4), if Loss applies, except that, in
                         either case, references to the Defaulting Party and to
                         the Non-defaulting Party will be deemed to be
                         references to the Affected Party and the party which is
                         not the Affected Party, respectively, and, if Loss
                         applies and fewer than all the Transactions are being
                         terminated, Loss shall be calculated in respect of all
                         Terminated Transactions.

                    (2)  TWO AFFECTED PARTIES. If there are two Affected
                         Parties:-

                         (A)  If Market Quotation applies, each party will
                              determine a Settlement Amount in respect of the
                              Terminated Transactions, and an amount will be
                              payable equal to:

                              (I)  the sum of (a) one-half of the difference
                                   between the Settlement Amount of the party
                                   with the higher Settlement Amount ("X") and
                                   the Settlement Amount of the party with the
                                   lower Settlement Amount ("Y") and (b) the
                                   Termination Currency Equivalent of the Unpaid
                                   Amounts owing to X less

                              (II) the Termination Currency Equivalent of the
                                   Unpaid Amounts owing to Y; and

                         (B)  If Loss applies, each party will determine its
                              Loss in respect of this Agreement (or, if fewer
                              than all the Transactions are being terminated, in
                              respect of all Terminated Transactions) and an
                              amount will be payable equal to one-half of the
                              difference between the Loss of the party with the
                              higher Loss ("X") and the loss of the party with
                              the lower Loss ("Y")

                    If the amount payable is a positive number, Y will pay it to
                    X; if it is a negative number, X will pay the absolute value
                    of that amount to Y.

            (iii)   ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
                    Termination Date occurs because "Automatic Early
                    Termination" applies in respect of a party, the amount
                    determined under this Section 6(e) will be subject to such
                    adjustments as are appropriate and permitted by law to
                    reflect any payments or

                                       15
<PAGE>

            deliveries made by one party to the other under this Agreement (and
            retained by such other party) during the period from the relevant
            Early Termination Date to the date for payment determined under
            Section 6(d)(ii).

     (iv)   PRE-ESTIMATE. The parties agree that if Market Quotation applies an
            amount recoverable under this Section 6(e) is a reasonable
            pre-estimate of loss and not a penalty. Such amount is payable for
            the loss of bargain and the loss of protection against future risks
            and except as otherwise provided in this Agreement neither party
            will be entitled to recover any additional damages as a consequence
            of such losses.

7.   TRANSFER

     Subject to Section 6(b)(ii), neither this Agreement nor any interest or
     obligation in or under this Agreement may be transferred (whether by way of
     security or otherwise) by either party without the prior written consent of
     the other party, except that:-

(a)  a party may make such a transfer of this Agreement pursuant to a
     consolidation or amalgamation with, or merger with or into, or transfer of
     all or substantially all its assets to, another entity (but without
     prejudice to any other right or remedy under this Agreement);

(b)  and a party may make such a transfer of all or any part of its interest in
     any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a)  PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
     be made in the relevant currency specified in this Agreement for that
     payment (the "CONTRACTUAL CURRENCY"). To the extent permitted by applicable
     law, any obligation to make payments under this Agreement in the
     Contractual Currency will not be discharged or satisfied by any tender in
     any currency other than the Contractual Currency, except to the extent such
     tender results in the actual receipt by the party to which payment is owed,
     acting in a reasonable manner and in good faith in converting the currency
     so tendered into the Contractual Currency, of the full amount in the
     Contractual Currency of all amounts payable in respect of this Agreement.
     If for any reason the amount in the Contractual Currency so received falls
     short of the amount in the Contractual Currency payable in respect of this
     Agreement, the party required to make the pavement will, to the extent
     permitted by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.
     If for any reason the amount in the Contractual Currency so received
     exceeds the amount in the Contractual Currency payable in respect of this
     Agreement, the party receiving the payment will refund promptly the amount
     of such excess.


                                       16
<PAGE>

(b)  JUDGMENTS. To the extent permitted by applicable law, if any judgment or
     order expressed in a currency other than the Contractual Currency is
     rendered:

     (i)    for the payment of any amount owing in respect of this Agreement;

     (ii)   for the payment of any amount relating to any early termination in
            respect of this Agreement; or

     (iii)  in respect of a judgment or order of another court for the payment
            of any amount described in (i) or (ii) above, the party seeking
            recovery, after recovery in full of the aggregate amount to which
            such party is entitled pursuant to the judgment or order, will be
            entitled to receive immediately from the other party the amount of
            any shortfall of the Contractual Currency received by such party as
            a consequence of sums paid in such other currency and will refund
            promptly to the other party any excess of the Contractual Currency
            received by such party as a consequence of sums paid in such other
            currency if such shortfall or such excess arises or results from any
            variation between the rate of exchange at which the Contractual
            Currency is converted into the currency of the judgment or order for
            the purposes of such judgment or order and the rate of exchange at
            which such party is able, acting in a reasonable manner and in good
            faith in converting the currency received into the Contractual
            Currency, to purchase the Contractual Currency with the amount of
            the currency of the judgment or order actually received by such
            party. The term "rate of exchange" includes, without limitation, any
            premiums and costs of exchange payable in connection with the
            purchase of or conversion into the Contractual Currency.

(c)  SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
     indemnities constitute separate and independent obligations from the other
     obligations in this Agreement, will be enforceable as separate and
     independent causes of action, will apply notwithstanding any indulgence
     granted by the party to which any payment is owed and will not be affected
     by judgment being obtained or claim or proof being made for any other sums
     payable in respect of this Agreement.

(d)  EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
     for a party to demonstrate that it would have suffered a loss had an actual
     exchange or purchase been made.

9.   MISCELLANEOUS

(a)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
     understanding of the parties with respect to its subject matter and
     supersedes all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS. No amendment, modification or waiver in respect of this
     Agreement will be effective unless in writing (including a writing
     evidenced by a facsimile transmission) and executed by each of the parties
     or confirmed by an exchange of telexes or electronic messages on an
     electronic messaging system.


                                       17
<PAGE>

(c)  SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
     6(c)(ii), the obligations of the parties under this Agreement will survive
     the termination of any Transaction.

(d)  REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
     powers, remedies and privileges provided in this Agreement are cumulative
     and are not exclusive of any rights, powers, remedies and privileges
     provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)    This Agreement (and each amendment, modification and waiver in
            respect of it) may be executed and delivered in counterparts
            (including by facsimile transmission), each of which will be deemed
            an original.

     (ii)   The parties intend that they are legally bound by the terms of each
            Transaction from the moment they agree to those terms (whether
            orally or otherwise). A Confirmation shall be entered into as soon
            as practicable and may be executed and delivered in counterparts
            (including by facsimile transmission) or be created by an exchange
            of telexes or by an exchange of electronic messages on an electronic
            messaging system, which in each case will be sufficient for all
            purposes to evidence a binding supplement to this Agreement. The
            parties will specify therein or through another effective means that
            any such counterpart, telex or electronic message constitutes a
            Confirmation.

(f)  NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
     privilege in respect of this Agreement will not be presumed to operate as a
     waiver, and a single or partial exercise of any right, power or privilege
     will not be presumed to preclude any subsequent or further exercise, of
     that right, power or privilege or the exercise of any other right, power or
     privilege.

(g)  HEADINGS. The headings used in this Agreement are for convenience of
     reference only and are not to affect the construction of or to be taken
     into consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
     enters into a Transaction through an Office other than its head or home
     office represents to the other party that, notwithstanding the place of
     booking office or jurisdiction of incorporation or organisation of such
     party, the obligations of such party are the same as if it had entered into
     the Transaction through its head or home office. This representation will
     be deemed to be repeated by such party on each date on which a Transaction
     is entered into.

(b)  Neither party may change the Office through which it makes and receives
     payments or deliveries for the purpose of a Transaction without the prior
     written consent of the other party.

                                       18
<PAGE>

(c)  If a party is specified as a Multibranch Party in the Schedule, such
     Multibranch Party may make and receive payments or deliveries under any
     Transaction through any Office listed in the Schedule, and the Office
     through which it makes and receives payments or deliveries with respect to
     a Transaction will be specified in the relevant Confirmation.

11.  EXPENSES

     A Defaulting Party will, on demand, indemnify and hold harmless the other
     party from and against all reasonable out-of-pocket expenses, including
     legal fees and Stamp Tax, incurred by such other party by reason of the
     enforcement and protection of its rights under this Agreement or any Credit
     Support Document to which the Defaulting Party is a party or by reason of
     the early termination of any Transaction, including, but not limited to,
     costs of collection.

12.  NOTICES

(a)  EFFECTIVENESS. Any notice or other communication in respect of this
     Agreement may be given in any manner set forth below (except that a notice
     or other communication under Section 5 or 6 may not be given by facsimile
     transmission or electronic messaging system) to the address or number or in
     accordance with the electronic messaging system details provided (see the
     Schedule) and will be deemed effective as indicated:-

     (i)    if in writing and delivered in person or by courier, on the date it
            is delivered;

     (ii)   if sent by telex, on the date the recipient's answer back is
            received;

     (iii)  if sent by facsimile transmission, on the date that transmission is
            received by a responsible employee of the recipient in legible form
            (it being agreed that the burden of proving receipt will be on the
            sender and will not be met by a transmission report generated by the
            sender's facsimile machine);

     (iv)   if sent by certified or registered mail (airmail, if overseas) or
            the equivalent (return receipt requested), on the date that mail is
            delivered or its delivery is attempted; or

     (v)    if sent by electronic messaging system, on the date that electronic
            message is received,

     unless the date of that delivery (or attempted delivery) or that receipt,
     as applicable, is not a Local Business Day or that communication is
     delivered (or attempted) or received, as applicable, after the close of
     business on a Local Business Day, in which case that communication shall be
     deemed given and effective on the first following day that is a Local
     Business Day.

                                       19
<PAGE>

(b)  CHANGE OF ADDRESSES. Either party may by notice to the other change the
     address, telex or facsimile number or electronic messaging system details
     at which notices or other communications are to be given to it.

13.  GOVERNING LAW AND JURISDICTION

(a)  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the law specified in the Schedule.

(b)  JURISDICTION. With respect to any suit, action or proceedings relating to
     this Agreement ("PROCEEDINGS"), each party irrevocably:-

     (i)    submits to the jurisdiction of the English courts, if this Agreement
            is expressed to be governed by English law, or to the non-exclusive
            jurisdiction of the courts of the State Of New York and the United
            States District Court located in the Borough of Manhattan in New
            York City if this agreement is expressed to be governed by the laws
            of the State of New York; and

     (ii)   waives any objection which it may have at any time to the laying of
            venue of any Proceedings brought in any such court, waives any claim
            that such Proceedings have been brought in an inconvenient forum and
            further waives the right to object, with respect to such
            Proceedings, that such court does not have any jurisdiction over
            such party.

     Nothing in this Agreement precludes either party from bringing Proceedings
     in any other jurisdiction (outside , if this Agreement is expressed to be
     governed by English law, the Contracting States, as defined in Section 1(3)
     of the Civil Jurisdiction and Judgments Act 1982 or any modification,
     extension or re-enactment thereof for the time being in force) nor will the
     bringing of Proceedings in any one or more jurisdictions preclude the
     bringing of Proceedings in any other jurisdiction.

(c)  SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
     any) specified opposite its name in the Schedule to receive, for it and on
     its behalf, service of process in any Proceedings. If for any reason any
     party's Process Agent is unable to act as such, such party will promptly
     notify the other party and within 30 days appoint a substitute process
     agent acceptable to the other party. The parties irrevocably consent to
     service of process given in the manner provided for notices in Section 12.
     Nothing in this Agreement will affect the right of either party to serve
     process in any other manner permitted by law.

(d)  WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
     permitted by applicable law, with respect to itself and its revenues and
     assets (irrespective of their use or intended use), all immunity on the
     grounds of sovereignty or other similar grounds from:

     (i)    suit,

     (ii)   jurisdiction of any court,


                                       20
<PAGE>

     (iii)  relief by way of injunction, order for specific performance or for
            recovery of property attachment of its assets (whether before or
            after judgment), and

     (iv)   execution or enforcement of any judgment to which it or its revenues
            or assets might otherwise be entitled in any Proceedings in the
            courts of any jurisdiction and irrevocably agrees, to the extent
            permitted by applicable law, that it will not claim any such
            immunity in any Proceedings.

14.  DEFINITIONS

     As used in this Agreement:-

     "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

     "AFFECTED PARTY" has the meaning specified in Section 5(b).

     "AFFECTED TRANSACTIONS" means:

     (a)    with respect to any Termination Event consisting of an Illegality,
            Tax Event or Tax Event Upon Merger, all Transactions affected by the
            occurrence of such Termination Event; and

     (b)    with respect to any other Termination Event, all Transactions.

     "AFFILIATE" means, subject to the Schedule, in relation to any person, any
     entity controlled, directly or indirectly, by the person, any entity that
     controls, directly or indirectly, the person or any entity directly or
     indirectly under common control with the person. For this purpose,
     "control" of any entity or person means ownership of a majority of the
     voting power of the entity or person.

     "APPLICABLE RATE" means:

     (a)    in respect of obligations payable or deliverable (or which would
            have been but for Section 2(a)(iii)) by a Defaulting Party, the
            Default Rate;

     (b)    in respect of an obligation to pay an amount under Section 6(e) of
            either party from and after the date (determined in accordance with
            Section 6(d)(ii)) on which that amount is payable, the Default Rate;

     (c)    in respect of all other obligations payable or deliverable (or which
            would have been but for Section 2(a)(iii)) by a Non-defaulting
            Party, the Non-default Rate; and

     (d)    in all other cases, the Termination Rate.

     "BURDENED PARTY" has the meaning specified in Section 5(b).

     "CHANGE IN TAX LAW" means the enactment, promulgation, execution or
     ratification of, or any change in or amendment to, any law (or in the
     application or official

                                       21
<PAGE>

     interpretation of any law) that occurs on or after the date on which the
     relevant Transaction is entered into.

     "CONSENT" includes a consent, approval, action, authorisation, exemption,
     notice, filing, registration or exchange control consent.

     "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
     specified as such in this Agreement.

     "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

     "DEFAULT RATE" means a rate per annum equal to the costs (without proof or
     evidence of any actual cost) to the relevant payee (as certified by it) if
     it were to fund or of funding the relevant amount plus 1 % per annum.

     "DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "EARLY TERMINATION DATE" means the date determined in accordance with
     Section 6(a) or 6(b)(iv).

     "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
     applicable, in the Schedule.

     "ILLEGALITY" has the meaning specified in Section 5(b).

     "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
     imposed in respect of a payment under this Agreement but for a present or
     former connection between the jurisdictions of the government or taxation
     authority imposing such Tax and the recipient of such payment or a person
     related to such recipient (including, without limitation, a connection
     arising from such recipient or related person being or having been a
     citizen or resident of such jurisdiction, or being or having been
     organised, present or engaged in a trade or business in such jurisdiction,
     or having had a permanent establishment or fixed place of business in such
     jurisdiction, but excluding a connection arising solely from such recipient
     or related person having executed, delivered, performed its obligations or
     received a payment under, or enforced, this Agreement or a Credit Support
     Document).

     "LAW" includes any treaty, law, rule or regulation (as modified, in the
     case of tax matters, by the practice of any relevant governmental revenue
     authority) and "lawful" and "unlawful" will be construed accordingly.

     "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
     commercial banks are open for business (including dealings in foreign
     exchange and foreign currency deposits):

     (a)    in relation to any obligation under Section 2(a)(i), in the place(s)
            specified in the relevant Confirmation or, if not so specified, as
            otherwise agreed by the

                                       22
<PAGE>

            parties in writing or determined pursuant to provisions contained,
            or incorporated by reference, in this Agreement,

     (b)    in relation to any other payment, in the place where the relevant
            account is located and, if different, in the principal financial
            centre, if any, of the currency of such payment,

     (c)    in relation to any notice or other communication, including notice
            contemplated under Section 5(a)(i), in the city specified in the
            address for notice provided by the recipient and, in the case of a
            notice contemplated by Section 2(b), in the place where the relevant
            new account is to be located and (d) in relation to section
            5(a)(v)(2), in the relevant locations for performance with respect
            to such Specified Transaction.

     "LOSS" means, with respect to this Agreement or one or more Terminated
     Transactions, as the case may be, and a party, the Termination Currency
     Equivalent of an amount that party reasonably determines in good faith to
     be its total losses and costs (or gain, in which case expressed as a
     negative number) in connection with this Agreement or that Terminated
     Transaction or group of Terminated Transactions, as the case may be,
     including any loss of bargain, cost of funding or, at the election of such
     party but without duplication, loss or cost incurred as a result of its
     terminating, liquidating, obtaining or re-establishing any hedge or related
     trading position (or any gain resulting from any of them). Loss includes
     losses and costs (or gains) in respect of any payment or delivery required
     to have been made (assuming satisfaction of each applicable condition
     precedent) on or before the relevant Early Termination Date and not made,
     except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
     6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
     out-of-pocket expenses referred to under Section 11. A party will determine
     its Loss as of the relevant Early Termination Date, or, if that is not
     reasonably practicable, as of the earliest date thereafter as is reasonably
     practicable. A party may (but need not) determine its Loss by reference to
     quotations of relevant rates or prices from one or more leading dealers in
     the relevant markets.

     "MARKET QUOTATION" means, with respect to one or more Terminated
     Transactions and a party making the determination, an amount determined on
     the basis of quotations from Reference Market-makers. Each quotation will
     be for an amount, if any, that would be paid to such party (expressed as a
     negative number) or by such party (expressed as a positive number) in
     consideration of an agreement between such party (taking into account any
     existing Credit Support Document with respect to the obligations of such
     party) and the quoting Reference Market-maker to enter into a transaction
     (the "Replacement Transaction") that would have the effect of preserving
     for such party the economic equivalent of any payment or delivery (whether
     the underlying obligation was absolute or contingent and assuming the
     satisfaction of each applicable condition precedent) by the parties under
     Section 2(a)(i) in respect of such Terminated Transaction or group of
     Terminated Transactions that would, but for the occurrence of the relevant
     Early Termination Date, have been required after that date. For this
     purpose, Unpaid Amounts in respect of the Terminated Transaction or group
     of Terminated Transactions are to be excluded but, without limitation, any
     payment or delivery that would, but for the relevant Early Termination
     Date, have


                                       23
<PAGE>

     been required (assuming satisfaction of each applicable condition
     precedent) after that Early Termination Date is to be included. The
     Replacement Transaction would be subject to such documentation as such
     party and the Reference Market-maker may, in good faith, agree. The party
     making the determination (or its agent) will request each Reference
     Market-maker to provide its quotation to the extent as reasonably
     practicable after the relevant Early Termination Date. The day and time as
     of which those quotations are to be obtained will be selected in good faith
     by the party obliged to make a determination under Section 6(e), and, if
     each party is so obliged, after consultation with the other. If more than
     three quotations are provided, the Market Quotation will be the arithmetic
     mean of the quotations, without regard to the quotations having the highest
     and lowest values. If exactly three quotations are provided, the Market
     Quotation will be the quotation remaining after disregarding the highest
     and lowest quotations. For this purpose, if more than one quotation has the
     same highest value or lowest value, then one of such quotations shall be
     disregarded. if fewer than three quotations are provided, it will be deemed
     that the Market Quotation in respect of such Terminated Transaction or
     group of Terminated Transactions cannot be determined.

     "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof
     or evidence of any actual costs) to the Non-defaulting Party (as certified
     by it) if it were to fund the relevant amount.

     "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

     "OFFICE" means a branch or office of a party, which may be such party's
     head or home office.

     "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
     notice or the lapse of time or both, would constitute an Event Of Default.

     "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
     selected by the party determining a Market Quotation in good faith:

     (a)    from among dealers of the highest credit standing which satisfy all
            the criteria that such party applies generally at the time in
            deciding whether to offer or to make an extension of credit; and

     (b)    to the extent practicable, from among such dealers having an office
            in the same city.

     "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions:

     (a)    in which the party is incorporated, organised, managed and
            controlled or considered to have its seat,

     (b)    where an Office through which the party is acting for purposes of
            this Agreement is located,

     (c)    in which the party executes this Agreement, and


                                       24
<PAGE>


     (d)    in relation to any payment, from or through which such payment is
            made.

     "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to
     be made under Section 2(a)(i) with respect to a Transaction.

     "SET-OFF" means set-off, offset, combination of accounts, right of
     retention or withholding or similar right or requirement to which the payer
     of an amount under Section 6 is entitled or subject (whether arising under
     this Agreement, another contract, applicable law or otherwise) that is
     exercised by, or imposed on, such payer.

     'SETTLEMENT AMOUNT' means, with respect to a party and any Early
     Termination Date, the sum of:-

     (a)    the Termination Currency Equivalent of the Market Quotations
            (whether positive or negative) for each Terminated Transaction or
            group of Terminated Transactions for which a Market Quotation is
            determined; and

     (b)    such party's Loss (whether positive or negative and without
            reference to any Unpaid Amounts) for each Terminated Transaction or
            group of Terminated Transactions for which a Market Quotation cannot
            be determined or would not (in the reasonable belief of the party
            making the determination) produce a commercially reasonable result.

     "SPECIFIED ENTITY" has the meaning specified in the Schedule.

     "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
     (whether present or future, contingent or otherwise, as principal or surety
     or otherwise) in respect of borrowed money.

     "SPECIFIED TRANSACTION" means, subject to the Schedule,

     (a)    any transaction (including an agreement with respect thereto) now
            existing or hereafter entered into between one party to this
            Agreement (or any Credit Support Provider of such party or any
            applicable Specified Entity of such party) and the other party to
            this Agreement (or any Credit Support Provider of such other party
            or any applicable Specified Entity of such other party) which is a
            rate swap transaction, basis swap, forward rate transaction,
            commodity swap, commodity option, equity or equity index swap,
            equity or equity index option, bond option, interest rate option,
            foreign exchange transaction, cap transaction, floor transaction,
            collar transaction, currency swap transaction, cross-currency rate
            swap transaction, currency option or any other similar transaction
            (including any option with respect to any of these transactions),

     (b)    any combination of these transactions, and

     (c)    any other transaction identified as a Specified Transaction in this
            Agreement or the relevant confirmation.

     "STAMP TAX"' means any stamp, registration, documentation or similar tax.

                                       25
<PAGE>

     "TAX" means any present or future tax, levy, impost, duty, charge,
     assessment or fee of any nature (including interest, penalties and
     additions thereto) that is imposed by any government or other taxing
     authority in respect of any payment under this Agreement other than a
     stamp, registration, documentation or similar tax.

     "TAX EVENT" has the meaning specified in Section 5(b).

     "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

     "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date:

     (a)    if resulting from a Termination Event, all Affected Transactions;
            and

     (b)    if resulting from an Event of Default, all Transactions (in either
            case) in effect immediately before the effectiveness of the notice
            designating that Early Termination Date (or, if "Automatic Early
            Termination" applies, immediately before that Early Termination
            Date).

     "TERMINATION CURRENCY" has the meaning specified in the Schedule.

     "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
     denominated in the Termination Currency, such Termination Currency amount
     and, in respect of any amount denominated in a currency other that the
     Termination Currency (the "OTHER CURRENCY"), the amount in the Termination
     Currency determined by the party making the relevant determination as being
     required to purchase such amount of such Other Currency as at the relevant
     Early Termination Date, or, if the relevant Market Quotation or Loss (as
     the case may be), is determined as of a later date, that later date, with
     the Termination Currency at the rate equal to the spot exchange rate of the
     foreign exchange agent (selected as provided below) for the purchase of
     such Other Currency with the Termination Currency at or about 11:00 a.m.
     (in the city in which such foreign exchange agent is located) on such date
     as would be customary for the determination of such a rate for the purchase
     of such Other Currency for value on the relevant Early Termination Date or
     that later date. The foreign exchange agent will, if only one party is
     obliged to make a determination under Section 6(e), be selected in good
     faith by that party and otherwise will be agreed by the parties.

     "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
     Merger or, if specified to be applicable, a Credit Event Upon Merger or an
     Additional Termination Event.

     "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of
     the cost (without proof or evidence of any actual cost) to each party (as
     certified by such party) if it were to fund or of funding such amounts.

     "UNPAID AMOUNTS" owing to any party means, with respect to an Early
     Termination Date, the aggregate of:

                                       26
<PAGE>

     (a)    in respect of all Terminated Transactions, the amounts that became
            payable (or that would have become payable but for Section
            2(a)(iii)) to such party under Section 2(a)(i) on or prior to such
            Early Termination Date and which remain unpaid as at such Early
            Termination Date; and

     (b)    in respect of each Terminated Transaction, for each obligation under
            Section 2(a)(i) which was (or would have been but for Section
            2(a)(iii)) required to be settled by delivery to such party on or
            prior to such Early Termination Date and which has not been so
            settled as at such Early Termination Date, an amount equal to the
            fair market value of that which was (or would have been) required to
            be delivered as of the originally scheduled date for delivery, in
            each case together with (to the extent permitted under applicable
            law) interest, in the currency of such amounts, from (and including)
            the date such amounts or obligations were or would have been
            required to have been paid or performed to (but excluding) such
            Early Termination Date, at the Applicable Rate. Such amounts of
            interest will be calculated on the basis of daily compounding and
            the actual number of days elapsed. The fair market value of any
            obligation referred to in clause (6) above shall be reasonably
            determined by the party obliged to make the determination under
            Section 6(e) or, if each party is so obliged, it shall be the
            average of the Termination Currency Equivalents of the fair market
            values reasonably determined by both parties.



                                       27
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

         (Name of Party)                                    (Name of Party)

By:                                         By:
Name:                                       Name:
Title:                                      Title:
Date                                        Date:

SIGNED SEALED and DELIVERED                 )
by and on behalf of DEUTSCHE                )
BANK AG, SYDNEY BRANCH,                     )
ARBN 064 165 162 by its                     )
attorneys Chum Parvall                      )        /s/ Chum Parvall
and Mark Grolman                            )       (Signature of Attorney)
under a Power of Sub-Attorney               )
dated 13/12/90 and registered               )
Book 4081 No. 241 and                       )        /s/ Mark Grolman
he declares that he has not received any    )        (Signature of Attorney)
notice of the revocation of such Power of   )
Attorney in the presence of:                )

/s/ Paul Burke
Paul Burke

(Signature of Witness in Full)

                         Signed in my presence for and on behalf of Perpetual
                         Trustees Australia Limited (A.C.N. 000 431 827) by its
                         attorneys Ewan Gregor McDonald and John Julian who are
                         personally known to me and each of whom declares that
                         he/she has been appointed by the Board of Directors of
                         that company by resolutions dated 24 MAY 1994 as
                         attorney of the company for the purposes of the Power
                         of Attorney dated 24 MAY 1994 (Registration No.
                         4059/243) and that he/she has no notice of the
                         revocation of his her powers.

                         /s/ Raymond Kellerman         /s/ Ewan Gregor McDonald
                         Signature of Witness          Signature of Attorney

                         Raymond John Kellerman        /s/ John Julian
                         Full name of Witness          Signature of Attorney



                                       28
<PAGE>

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT


                 dated as of

between

--------------------------------------------------------------------------------
DEUTSCHE BANK AG, SYDNEY BRANCH,    and    PERPETUAL TRUSTEES AUSTRALIA LIMITED,
ARBN 064 165 162                           ACN 000 431 827, IN ITS CAPACITY AS
                                           TRUSTEE OF VARIOUS SUB-FUNDS FROM
                                           TIME TO TIME ESTABLISHED UNDER THE
                                           TRUST DEED



--------------------------------------------------------------------------------
         ("PARTY A")                                   ("PARTY B")
--------------------------------------------------------------------------------


PART 1:  TERMINATION PROVISION

In this Agreement:

(a)      "SPECIFIED ENTITY" in relation to:

         (i)   Party A, is not applicable; and

         (ii)  Party B, is not applicable.

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

(c)      (i)   The following provisions of Section 5 will not apply to Party A:

               Section 5(a)(ii)       Section 5(a)(v)         Section 5(b)(iii)

               Section 5(a)(iii)      Section 5(a)(vi)        Section 5(b)(iv)

               Section 5(a)(iv)

         (ii)  The following provisions of Section 5 will not apply to Party B:

               Section 5(a)(ii)       Section 5(a)(v)         Section 5(a)(viii)

               Section 5(a)(iii)      Section 5(a)(vi)        Section 5(b)(iii)

               Section 5(a)(iv)       Section 5(a)(vii)       Section 5(b)(iv)

(d)      The "AUTOMATIC EARLY TERMINATION" provisions in Section 6(a) will not
         apply to Party A nor to Party B.

(e)      "PAYMENT ON EARLY TERMINATION". For the purposes of Section 6(e) of
         this Agreement:

         (i)   Market Quotation will apply; and

         (ii)  the Second Method will apply.

(f)      "TERMINATION CURRENCY" means Australian dollars.



                                                                               1
<PAGE>

(g)      "ADDITIONAL TERMINATION EVENT" will not apply.

PART 2:  TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
         Agreement, Party A and Party B each make the following representation:

         It is not required by any applicable law, as modified by the practice
         of any relevant government 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 representation made by the other party
                  pursuant to Section 3(f) of this Agreement;

         (ii)     the satisfaction of the agreement 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 TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
         Agreement:

         PARTY A MAKES THE FOLLOWING REPRESENTATION:

         It is a German resident with a permanent establishment in Australia and
         derives the entirety of the payments under this Agreement in carrying
         on business in Australia through its permanent establishment in
         Australia and not in part or in whole in carrying on business in a
         country outside Australia through a permanent establishment in that
         country.

         Party B makes 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.

PART 3:  DOCUMENTS TO BE DELIVERED

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents as applicable:

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




                                                                               2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT       Form/Document/                             Date by which document to be delivered
                                         Certificate
-----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                        <C>
Parties A & B                            Any document or certificate reasonably     As soon as reasonably practicable
                                         required or reasonably requested by a      following a request by other party.
                                         party in connection with its
                                         obligations 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 as would reduce the
                                         rate at which deduction or withholding
                                         for or on account of Tax is applied to
                                         that payment.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT       Form/Document/                             Date by which document to be delivered
                                         Certificate
-----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                        <C>
Parties A & B                            A list of authorised signatories for       At the execution of this Agreement and
                                         the party and evidence satisfactory in     thereafter promptly upon any change in
                                         form and substance to the other party      authorised persons or upon request.
                                         of the authority of the authorised
                                         signatories of the party to execute
                                         this Agreement and each confirmation on
                                         behalf of the party.
-----------------------------------------------------------------------------------------------------------------------------
Parties A & B                            A legal opinion as to the validity and     The date of this Agreement.
                                         enforceability of that party's
                                         obligations under this Agreement in
                                         form and substance and issued by legal
                                         counsel reasonably acceptable to the
                                         other party.
-----------------------------------------------------------------------------------------------------------------------------
Party A                                  A copy of the most recent annual report    Upon reasonable request by Party B.
                                         of the party containing consolidated
                                         financial statements, certified without
                                         qualification by independent public
                                         accountants and such other public
                                         information respecting its condition or
                                         operations, financial or otherwise, as
                                         the other party may reasonably request
                                         from time to time.
-----------------------------------------------------------------------------------------------------------------------------
Party B                                  All information and other material         When required under the Interest Risk
                                         required to be delivered by it under       Management Deed.
                                         the Interest Risk Management Deed
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

All documents delivered under this Part 3(b) are covered by Section 3(d)
representation.

PART 4:  MISCELLANEOUS

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

         Address for notices or communications to PARTY A:



                                                                               3
<PAGE>

         Address:          Deutsche Bank AG, Sydney Branch
                           Level 18
                           Grosvenor Place
                           225 George Street
                           SYDNEY  NSW  2000

         Attention:        Swaps Administration

         Telex No:         AA122258         Answerback:

         Facsimile No:     612 258 3632

         Address for notices or communications to PARTY B CARE OF THE MANAGER:

         Address:          Level 22, 20 Bond Street, Sydney  NSW  2000

         Attention:        The Manager: PUMA Programme

         Telex No:         122246                    Answerback: MACBNK

         Facsimile No.:    (02) 237 3370

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

         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:

         Neither Party A nor Party B is a Multibranch Party.

(e)      CALCULATION AGENT: The Calculation Agent is the Manager (acting on
         behalf of Party B), unless otherwise specified in a Confirmation in
         relation to the relevant Transaction.

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

         (i)      In relation to PARTY A: nil.

         (ii)     In relation to PARTY B and each Sub-Fund: the Security Trust
                  Deed relating to that Sub-Fund.

(g)      CREDIT SUPPORT PROVIDER.

         (i)      In relation to PARTY A: nil.

         (ii)     In relation to PARTY B: nil.

(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 to jurisdiction.

(i)      NETTING OF PAYMENTS: Subparagraph (ii) of Section 2(c) of this
         Agreement will not apply to any Transaction.

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.



                                                                               4
<PAGE>

PART 5:  OTHER PROVISIONS

(a)      INTEREST RISK MANAGEMENT DEED: The parties acknowledge and agree that:

         (i)      this Agreement is the "Sub-Funds ISDA" referred to in the
                  Interest Risk Management Deed; and

         (ii)     unless the context indicates a contrary intention and unless
                  otherwise defined herein, terms defined in the Interest Risk
                  Management Deed (either expressly or by reference to another
                  document) shall have the same meaning where used in this
                  Agreement.

(b)      1991 ISDA DEFINITIONS: This Agreement, each Confirmation and each
         Transaction are subject to the 1991 ISDA Definitions (as published by
         the International Swap Dealers Association, Inc.) (the "1991
         DEFINITIONS"), and will be governed in all respects by any provisions
         set forth in the 1991 Definitions, without regard to any amendments to
         the 1991 Definitions subsequent to the date thereof. The provisions of
         the 1991 Definitions are incorporated by reference in, and shall be
         deemed to be part of, this Agreement and each Confirmation. Any
         reference to a:

         (a)      "SWAP TRANSACTION" in the 1991 Definitions is deemed to be a
                  reference to a "Transaction" for the purpose of interpreting
                  this Agreement or any Confirmation; and

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

(c)      INCONSISTENCY: In the event of any inconsistency between any two or
         more or the following documents, they shall take precedence over each
         other in the following order:

         (i)      any Confirmation;

         (ii)     this Agreement; and

         (iii)    the 1991 Definitions.

(d)      APPOINTMENT OF MANAGER: Party B hereby exclusively appoints the Manager
         as its attorney to act on Party B's behalf with respect to this
         Agreement. The Manager:

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

         (ii)     without limiting the generality of the foregoing, the Manager,
                  and not Party B, shall issue, and receive, on behalf of Party
                  B all notices, Confirmations, certificates and other
                  communications to or by Party A hereunder,

         until such time as Party B serves written notice on Party A of the
         revocation of the Manager's authority to act on behalf of Party B in
         accordance with this paragraph (d).

(e)      PROCEDURES FOR ENTERING INTO TRANSACTIONS:

         (i)      CONFIRMATION OF TRANSACTIONS: With respect to each Transaction
                  entered into pursuant to this Agreement and for the purposes
                  of Section 9(e)(ii), Party B (either itself or through the
                  Manager) will, on or promptly after the relevant Trade Date,
                  send Party A a Confirmation confirming that Transaction and
                  Party A must promptly then confirm the accuracy of or request
                  the correction of such Confirmation.

         (ii)     NOVATION OF MORTGAGE SWAPS: The novation of each Transaction
                  which is a Mortgage Swap to be novated to Party A pursuant to
                  the Master Novation Terms will occur automatically, and
                  thereafter be confirmed, in accordance with the provisions of
                  the Interest Risk Management Deed (including the Master
                  Novation Terms).



                                                                               5
<PAGE>

         (iii)    SPECIFICATION OF SUB-FUND: Party B will enter into each
                  Transaction in its capacity as trustee of a specific Sub-Fund.
                  Each Confirmation regarding a Transaction must specify the
                  name of the Sub-Fund to which the Transaction relates.

(f)      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)."

(g)      CHANGE OF ACCOUNTS: For the purposes of Section 2(b) of the Agreement
         both parties agree that such new account so designated shall be in the
         same tax jurisdiction as the original account.

(h)      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 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 irrevocable instructions to effect
                                    payment of the Party B payment and that
                                    funds are available to make that payment.";

         (iv)     Delete Section 2(d)(i)(4) in its entirety;

         (v)      In Section 2(d)(ii)(1) delete the following words where they
                  appear:



                                                                               6
<PAGE>

                  "in respect of which X would not be required to pay an
                  additional amount to Y under Section 2(d)(i)(4)".

(i)      REPRESENTATION NOT APPLICABLE: The representation specified in Section
         3(c), "Absence of Litigation", shall not be made by either party.

(j)      ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
         after paragraph (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 Sub-Funds
                  created pursuant to the Trust Deed and the charge given
                  pursuant to a Security Trust Deed).

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

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

                  (ii)     in the case of Party B, in its capacity as trustee of
                           a Sub-Fund constituted under the Trust Deed and not
                           otherwise."

(k)      ADDITIONAL COVENANT:  In Section 4 add a new paragraph as follows:

         "(f)     CONTRACTING AS PRINCIPAL. Subject to Section 15, Party A will
                  enter into all Transactions as principal and not otherwise and
                  Party B will enter into each Transaction in its capacity as
                  trustee of a Sub-Fund constituted under the Trust Deed and not
                  otherwise."

(l)      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 at or before 10.00 am on the tenth
                  Local Business Day after notice of such failure is given to
                  the party;"

(m)      TAX EVENT:  Section 5(b)(ii) is amended by:

         (i)      deleting the words ", or there is a substantial likelihood
                  that it will," where they appear in that Section; and

         (ii)     deleting the words "(1) be required to pay to the other party
                  an additional amount in respect of an Indemnifiable Tax under
                  Section 2(d)(i)(4) (except in respect of interest under
                  Section 2(e), 6(d)(ii) or 6(e)) or (2)" where they appear in
                  that section.

(n)      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 Trust Deed."

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

                  "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 B.";

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



                                                                               7
<PAGE>

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

         (iv)     Delete the last sentence of the first paragraph in Section
                  6(e).

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

         "7.      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 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 all or
                                    any part of its interest in any amount
                                    payable to it from a Defaulting Party under
                                    Section 6(e);

                           (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)      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)."

(p)      MISCELLANEOUS:  In Section 9:

         (i)      In Section 9(a) the first word "This" is replaced with:

                  "Except to the extent that provisions of the Interest Risk
                  Management Deed are expressly or impliedly incorporated or
                  referred to herein (including in any Confirmation), this"; and

         (ii)     In Section 9(b) 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 Part 5(f) of the Schedule), no".

(q)      NOTICES:  In Section 12:

         (i)      delete the following words where they appear on lines 2 and 3
                  of Section 12(a):

                  "(except that a notice or other communication under Sections 5
                  or 6 may not be given by facsimile transmission or electronic
                  messaging system)"; and

         (ii)     delete paragraph (iii) of Section 12(a) and insert instead:



                                                                               8
<PAGE>

                  "(iii)   if sent by facsimile, on production of a transmission
                           report by the machine from which the facsimile was
                           sent which indicates that the facsimile was sent in
                           its entirety to the facsimile number of the recipient
                           notified for the purpose of this Section unless the
                           recipient notifies the sender within 24 hours of the
                           facsimile being sent that the facsimile was not
                           received in its entirety in legible form;".

(r)      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:

                  (a)      with respect to a Termination Event that is a Tax
                           Event where Party A is the Affected Party, all
                           Transactions affected by the occurrence of such
                           Termination Event; and

                  (b)      with respect to any other Termination Event, all
                           Transactions."

         (iii)    delete the following words from the definition of "Default
                  Rate":

                  "plus 1% per annum".

         (iv)     the definition of "MARKET QUOTATION" is replaced with:

                  "MARKET QUOTATION" means, with respect to one or more
                  Terminated Transactions and a party making the determination,
                  an amount determined on the basis of quotations from Reference
                  Market-makers. Each quotation will take into account any
                  existing Credit Support Document with respect to the
                  obligations of such party.

                  Each quotation will be determined as either:

                  (1)      the amount, if any, that would be paid to such party
                           (expressed as a negative number) or by such party
                           (expressed as a positive number) in consideration of
                           an agreement between such party and the quoting
                           Reference Market-maker to enter into a transaction
                           (the "REPLACEMENT TRANSACTION") that would have the
                           effect of preserving for such party the economic
                           equivalent of the Future Obligations of both parties;
                           or

                  (2)      the present value (calculated using commercially
                           reasonable discount rates) of the difference or the
                           differences on each Scheduled Payment Date that would
                           have occurred after the Early Termination Date
                           between:

                           (a)      the Future Obligations of the other party to
                                    the Terminated Transaction or Terminated
                                    Transactions; and

                           (b)      the obligations that a quoting Reference
                                    Market-maker would have under a transaction
                                    ("REPLACEMENT TRANSACTION") that would
                                    preserve for the party making the
                                    determination that party's Future
                                    Obligations, with such present value being
                                    positive if (a) is greater than (b) and
                                    negative if (a) is less than (b).

                           The Replacement Transaction would be subject to such
                           documentation as such party and the Reference
                           Market-maker may, in good faith, agree. The party
                           making the determination (or its agent) will request
                           each Reference Market-maker to provide its quotation
                           to the extent reasonably practicable as of the same
                           day and time (without regard to different time zones)
                           on or as soon as reasonably practicable after the
                           relevant Early Termination Date. The day and



                                                                               9
<PAGE>

                           time as of which the quotation or quotations are to
                           be obtained will be selected in good faith by the
                           party obliged to make a determination under Section
                           6(e), and, if each party is so obliged, after
                           consultation with the other.

                           If more than 3 quotations are provided, the Market
                           Quotation will be the arithmetic mean of the
                           quotations, without regard to the quotations having
                           the highest and lowest values. If exactly 3 such
                           quotations are provided, the Market Quotation will be
                           the quotation remaining after disregarding the
                           highest and lowest quotations. For this purpose, if
                           more than one quotation has the same highest value or
                           lowest value, then one of such quotations shall be
                           disregarded. If fewer than 3 quotations are provided,
                           it will be deemed that the Market Quotation in
                           respect of such Terminated Transaction or group of
                           Terminated Transactions cannot be determined."

         (v)      insert the following new definitions:

                  "FUTURE OBLIGATIONS" means all payment or delivery obligations
                  (whether the underlying obligation was absolute or contingent
                  and assuming the satisfaction of each applicable condition
                  precedent) of a party under section 2(a)(i) in respect of a
                  Terminated Transaction or group of Terminated Transactions,
                  that would, but for the occurrence of the relevant Early
                  Termination Date, have been required after that date. (For
                  this purpose, Unpaid Amounts in respect of the Terminated
                  Transaction or group of Terminated Transactions are to be
                  excluded but, without limitation, any payment or delivery that
                  would, but for the relevant Early Termination Date, have been
                  required (assuming satisfaction of each applicable condition
                  precedent) after that Early Termination Date is to be
                  included).

                  "INTEREST RISK MANAGEMENT DEED" means the Interest Risk
                  Management Deed made between Party A, Party B, the Manager and
                  Macquarie Bank Limited, ACN 008 583 542 on or about the date
                  of this Agreement.

                  "MANAGER" means the "Manager" from time to time under the
                  Trust Deed, which Manager is at the date of this Agreement
                  PUMA Management Limited, ACN 003 297 336 of Level 22, 20 Bond
                  Street, Sydney."

         (vi)     Insert the following new Section 14(b) after Section 14(a);

                  "(b)     Unless the context indicates a contrary intention,
                           references in this Agreement to a "Confirmation"
                           include a reference to a Novation Confirmation and a
                           Swaption Confirmation."

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

         "15.     CAPACITY OF PARTY B AND SEGREGATION OF FUNDS

                  (a)      All provisions of this Agreement shall have effect
                           and be applied subject to this Section 15.

                  (b)      For the purposes of this Section 15:

                           (i)      "ASSETS" includes all assets, property and
                                    rights real or personal of any nature
                                    whatsoever; and

                                    "OBLIGATIONS" means all obligations and
                                    liabilities of whatsoever kind undertaken or
                                    incurred by or devolving upon Party B under
                                    or in respect of this Agreement, or any
                                    deed, agreement, confirmation or other
                                    instrument collateral or supplemental
                                    herewith or given or entered into pursuant
                                    hereto; and



                                                                              10
<PAGE>

                           (ii)     a reference to fraud, negligence, default or
                                    breach by Party B includes a reference to
                                    any fraud, negligence, default or breach by
                                    any officer or employee of Party B.

                  (c)      Party B enters this Agreement only as trustee of the
                           Fund and, notwithstanding anything herein contained,
                           the other parties hereto acknowledge and declare that
                           the Obligations are undertaken or incurred by Party B
                           severally in its capacity as trustee of each Sub-Fund
                           on behalf of which it enters Transactions hereunder
                           and, accordingly, except for Party B's liability
                           resulting from Party B's own fraud, negligence or
                           wilful default in performing its obligations under
                           this Agreement or its own breach of the Trust Deed,
                           the recourse of Party A hereto against Party B in
                           respect of any Obligation is limited severally to
                           Party A's right to recover under the Security Trust
                           Deed relating to the Sub-Fund in respect of which
                           that Obligation was undertaken or incurred.

                  (d)      Without limiting the generality of Section 15(c), the
                           provisions of this Agreement shall have effect
                           severally in respect of each Sub-Fund and shall be
                           enforceable by or against Party B in its capacity as
                           trustee of each such Sub-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):

                           (i)      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
                                    Sub-Fund;

                           (ii)     this Agreement together with each
                                    Confirmation relating to a particular
                                    Sub-Fund will form a single separate
                                    agreement between Party A and Party B in its
                                    capacity as trustee of that Sub-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
                                    Part A and Party B in its several capacities
                                    as trustee of each Sub-Fund;

                           (iii)    representations made and agreements entered
                                    by the parties under this Agreement are made
                                    and entered severally by Party B in its
                                    respective capacities as trustee of each
                                    Sub-Fund and may be enforced by Party B
                                    against Party A severally in Party B's said
                                    several capacities;

                           (iv)     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 Sub-Fund, and only accrue
                                    to Party B against Party A severally in
                                    Party B's said several capacities; and

                           (v)      without limiting Section 15(d)(iv), the
                                    occurrence of an Event of Default or
                                    Termination Event in respect of one Sub-Fund
                                    shall not in itself constitute an Event of
                                    Default or Termination Event in respect of
                                    any other Sub-Fund."

(t)      ACCELERATED PAYMENTS CLAUSE: Where Party B is the Fixed Rate Payer
         under a Transaction, Party B may reduce the Fixed Rate applicable to
         that Transaction in accordance with the following procedure:

         (i)      At any time Party B may serve a notice on Party A in writing
                  requesting a reduction in the Fixed Rate and specifying:



                                                                              11
<PAGE>

                  (a)      the Transaction in respect of which the reduction is
                           sought;

                  (b)      the amount which Party B proposes to pay to Party A
                           in consideration of the reduction (the "ACCELERATED
                           AMOUNT");

                  (c)      the Payment Date from which the reduced Fixed Rate
                           shall be effective (the "RELEVANT PAYMENT DATE"); and

                  (d)      a day, being a Business Day no earlier than 1 clear
                           Business Day after the day on which service of the
                           notice is effective, on which payment of the
                           Accelerated Amount will be made and the reduction
                           will become binding (the "VARIATION DATE").

         (ii)     Upon such a notice being served, the parties must negotiate in
                  good faith to agree not later than the Business Day
                  immediately preceding the nominated Variation Date, a reduced
                  Fixed Rate which would apply from the Relevant Payment Date in
                  consideration of payment of the Accelerated Amount.

         (iii)    If agreement is reached in accordance with paragraph (t)(ii),
                  then:

                  (a)      on the Variation Date, Party B shall pay Party A the
                           Accelerated Amount; and

                  (b)      with effect from the Variation Date the Transaction
                           (including the Confirmation in respect thereof) shall
                           be varied so that, with effect from the Relevant
                           Payment Date (and in respect of each Payment Date
                           thereafter), the Fixed Rate shall be the rate agreed
                           pursuant to paragraph (t)(ii).

         (iv)     If agreement is not reached in accordance with paragraph
                  (t)(ii), then, at the option of Party B:

                  (a)      Party B will not pay Party A the Accelerated Amount
                           and the Fixed Rate will not be altered; or

                  (b)      Party B may, notwithstanding the failure to reach an
                           agreement pursuant to paragraph (t)(ii), pay the
                           Accelerated Amount to Party A on the Variation Date
                           and the reduced Fixed Rate to apply from the Relevant
                           Payment Date shall be determined by Party B (or by
                           the Manager on its behalf) in accordance with
                           paragraph (t)(v) below.

         (v)      If paragraph (t)(iv)(b) applies, the reduced Fixed Rate shall
                  be the then applicable Fixed Rate for the Transaction reduced
                  by such amount as, when applied from the Relevant Payment Date
                  through to the Maturity Date for the Transaction, results in
                  reductions of each of the remaining Fixed Amounts payable by
                  Party B under the Transaction, which reductions have an
                  aggregate discounted present value as at the Variation Date
                  equal to the amount of the Accelerated Payment. The rate to be
                  applied in determining each of the discounted present values
                  required for that calculation shall be, for each relevant
                  maturity, the average of the rates quoted to Party B (or the
                  Manager on its behalf) by 3 leading dealers in the Australian
                  interest rate swap market as the fixed rate each such dealer
                  would be prepared to pay in an equivalent swap for that
                  maturity minus 20 basis points or, in the event that it is not
                  possible to obtain such quotes, the rate to be applied shall
                  be the rate reasonably determined by the parties having regard
                  to comparable indices then available.

         (vi)     Neither the Floating Rate nor the Notional Amount is to vary
                  as a result of the operation of this clause.

         (vii)    Party B shall not be entitled to require any reduction of the
                  Fixed Rate by application of this paragraph (t) that would
                  result in the Fixed Rate being negative.



                                                                              12
<PAGE>

         (viii)   Upon a Transaction being varied in accordance with this
                  paragraph(t), that Transaction so varied shall be reconfirmed
                  by the parties in accordance with Part 5(e)(i) of this
                  Schedule as though it were a new Transaction.

(u)      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 agreements, assurances and
         other documents and instruments as the requesting party reasonably
         requires to assure 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.

(v)      INTEREST RATE CAPS, COLLARS AND FLOORS: For purposes of the
         determination of a Market Quotation for a Terminated Transaction in
         respect of which a party ("X") had, immediately prior to the
         designation or occurrence of the relevant Early Termination Date, no
         future payment obligations, whether absolute or contingent, under
         Section 2(a)(i) of this Agreement with respect of the Terminated
         Transaction, (i) the quotations obtained from Reference Market makers
         shall be such as to preserve the economic equivalent of the payment
         obligations of the party ("Y") that had, immediately prior to the
         designation or occurrence of the relevant Early Termination Date,
         future payment obligations, whether absolute or contingent, under
         Section 2(a)(i) of this Agreement with respect to the Terminated
         Transaction and (ii) if X is making the determination such amounts
         shall be expressed as positive amounts and if Y is making the
         determination such amounts shall be expressed as negative amounts.

(w)      OPTIONS: For the purposes of the determination of a Market Quotation
         for a Terminated Transaction that is identified as an Option, the
         quotations obtained from Reference Market-makers shall take into
         account, as of the relevant Early Termination Date, the economic
         equivalent of the right or rights granted pursuant to that Option which
         are or may become exercisable.

(x)      RECORDED CONVERSATIONS: Each party:

         (i)      consents to the recording of the telephone conversations of
                  trading and marketing personnel of that party and its
                  Affiliates 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 and its Affiliates.




                                                                              13
<PAGE>


                                  THE PUMA FUND

                                MASTER AGREEMENT


                                (DEUTSCHE - PUMA)



                                      DATE:





                         DEUTSCHE BANK AG, SYDNEY BRANCH

                                     Party A





                      PERPETUAL TRUSTEES AUSTRALIA LIMITED

                                     Party B

<PAGE>


                FIXED - FLOATING INTEREST RATE SWAP CONFIRMATION
                ------------------------------------------------
                                 PRO-FORMA ONLY
                                 --------------

Date [                   ]

Perpetual Trustees Australia Limited as trustee for the PUMA Global Trust No. 1
c/- The Manager, Macquarie Securitisation Limited
Level 22
20 Bond Street,
Sydney NSW  2000

ATTENTION    :  SWAPS SETTLEMENTS - MANAGER, TREASURY OPERATIONS
FAX NO       :  9237 4966

OUR REFERENCE:  GLOBAL NO. /

RE:             INTEREST RATE SWAP TRANSACTION

Ladies and Gentlemen:

The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below.

Terms defined in the ISDA Master Agreement dated 28 February 1995 between
Deutsche Bank AG, Sydney Branch and Perpetual Trustees Australia Limited as
amended from time to time ("MASTER AGREEMENT") have the same meaning where used
in this letter, unless the context indicates a contrary intention.

This letter is a Confirmation of a Swap Transaction for purposes of Part 5(e) of
the Master Agreement.

This Confirmation is signed by Macquarie Securitisation Limited (ABN 16 003 297
336) as attorney for and on behalf of Perpetual Trustees Australia Limited as
trustee of the PUMA Global Trust No. 1 pursuant to Part [ ] of the Schedule to
the Master Agreement.

The Swap Transaction is entered into by Perpetual Trustees Australia Limited in
its capacity as trustee of the PUMA Global Trust No. 1.

1.   This Confirmation supplements, forms part of, and is subject to the Master
     Agreement. All provisions contained in the Master Agreement govern this
     Confirmation except as expressly modified below.

<PAGE>

2.   The terms of the particular Swap Transaction to which this Confirmation
     relates are as follows:

(a)  NOTIONAL AMOUNT               :   ******

     TRADE DATE                    :   ******

     EFFECTIVE DATE                :   ******

     TERMINATION DATE              :   ******

     Subject to adjustment in accordance with the ****** Business Day
     Convention.

(b)  FIXED AMOUNTS

     FIXED RATE PAYER              :   Perpetual Trustees Australia Limited or
                                       Deutsche Bank AG, Sydney Branch (delete
                                       as appropriate)

     FIXED AMOUNT                  :   N/A

     FIXED RATE PAYER              :   The (date) day of each (Month/s) of each
     PAYMENT DATES                     year, commencing *****, through to and
                                       including the Termination Date.

     Subject to adjustment in accordance with the ****** Business Day
     Convention.

     FIXED RATE                    :   *******

     FIXED RATE DAY                :   ******
     COUNT FRACTION

     BUSINESS DAYS                 :   ******

(c)  FLOATING AMOUNTS

     FLOATING RATE PAYER           :   Deutsche Bank AG, Sydney Branch or
                                       Perpetual Trustees Australia Limited
                                       (delete as appropriate)

     FLOATING RATE PAYER           :   The (date) day of each (Month/s) of each
     PAYMENT DATES                     year, commencing *****, through to and
                                       including the Termination Date.

     Subject to adjustment in accordance with the ****** Business Day
     Convention.

     FLOATING RATE OPTION          :   ******

     DESIGNATED MATURITY           :   ******

     SPREAD                        :   ******

<PAGE>

     FLOATING RATE FOR INITIAL       :   ******
     CALCULATION PERIOD

     FLOATING RATE DAY               :   ******

     COUNT FRACTION

     RESET DATES                     :   The first day of the applicable
                                         Calculation Period

     BUSINESS DAYS                   :   ******

     CALCULATION AGENT               :   [                  ]

(d)  ACCOUNT DETAILS

     Payments to Deutsche Bank       :   Austraclear  [               ]
     AG, Sydney Branch

     Payments to Perpetual Trustees  :   Austraclear PTAL [               ]
     Australia Limited as trustee for the
     PUMA Global Trust No. 1

(e)  OFFICES

     The office of Deutsche Bank AG, Sydney Branch for the Transaction is
     Sydney.

     The office of Perpetual Trustees Australia Limited as trustee for the PUMA
     Global Trust No. 1 for the Transaction is;
     c/- Macquarie Securitisation Limited
     Level 22, 20 Bond Street
     Sydney NSW  2000.


(f)  DOCUMENTATION AND OPERATIONS CONTACTS:

Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorised officer sign this Confirmation and return it
by facsimile to:

                  [                ]

Documentation:    Telephone:   [              ]
                  Facsimile:   [              ]

Settlements:      Telephone:   [              ]
                  Facsimile:   [              ]


<PAGE>

If you wish to exchange hard copy forms of this confirmation please contact us.

Yours faithfully,                     Confirmed as of the date first written

DEUTSCHE BANK AG, SYDNEY BRANCH       PERPETUAL TRUSTEES AUSTRALIA LIMITED
                                      AS TRUSTEE FOR THE PUMA GLOBAL TRUST NO. 1

By:........................           By:............................
   Name:                                 Name:
   Title:                                Title:

By:........................           By:.............................
   Name:                                 Name:
   Title:                                Title:

Reference : ******/

<PAGE>


                     30 DAY - 90 DAY BASIS SWAP CONFIRMATION
                                 PRO-FORMA ONLY

Date [X]

Perpetual Trustees Australia Limited as trustee for the PUMA Global Trust No. 1
c/- The Manager, Macquarie Securitisation Limited
Level 22
20 Bond Street,
Sydney NSW  2000

ATTENTION    :        SWAPS SETTLEMENTS - MANAGER, TREASURY OPERATIONS

FAX NO       :        9237 4966

OUR REFERENCE:        GLOBAL NO. /

RE:                   INTEREST RATE SWAP TRANSACTION

Ladies and Gentlemen:

The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below.

Terms defined in the ISDA Master Agreement dated 28 February 1995 between
Deutsche Bank AG, Sydney Branch and Perpetual Trustees Australia Limited as
amended from time to time ("MASTER AGREEMENT") have the same meaning where used
in this letter, unless the context indicates a contrary intention.

This letter is a Confirmation of a Swap Transaction for purposes of Part 5(e) of
the Master Agreement.

This Confirmation is signed by Macquarie Securitisation Limited (ABN 16 003 297
336) as attorney for and on behalf of Perpetual Trustees Australia Limited as
trustee of the PUMA Global Trust No. 1 pursuant to Part [ ] of the Schedule to
the Master Agreement.

The Swap Transaction is entered into by Perpetual Trustees Australia Limited in
its capacity as trustee of the PUMA Global Trust No. 1.

1.   This Confirmation supplements, forms part of, and is subject to the Master
     Agreement. All provisions contained in the Master Agreement govern this
     Confirmation except as expressly modified below.

2.   The terms of the particular Swap Transaction to which this Confirmation
     relates are as follows:


<PAGE>

(a)      NOTIONAL AMOUNT                 :         ******

         TRADE DATE                      :         ******

         EFFECTIVE DATE                  :         ******

         TERMINATION DATE                :         ******

         Subject to adjustment in accordance with the ****** Business Day
         Convention.

         CALCULATION AGENT               :         [  ]

(b)      FLOATING AMOUNT 1

         FLOATING RATE PAYER 1           :         Perpetual Trustees Australia
                                                   Limited

         FLOATING RATE PAYER 1           :         The (date) day of each
         PAYMENT DATES                             (Month/s) of each year,
                                                   commencing *****, through to
                                                   and including the
                                                   Termination Date.

         Subject to adjustment in accordance with the ****** Business Day
         Convention.

         FLOATING RATE OPTION 1          :         30 DAY BBSW

         COMPOUNDING                     :         Applicable

         SPREAD                          :         ******

         FLOATING RATE 1 FOR INITIAL     :         ******
         CALCULATION PERIOD

         FLOATING RATE 2 DAY             :         ******

         COUNT FRACTION

         RESET DATES                     :         The first day of the
                                                   applicable Calculation Period

(c)      FLOATING AMOUNT 2

         FLOATING RATE PAYER 2           :          Deutsche Bank AG, Sydney
                                                    Branch or

         FLOATING RATE PAYER 2           :          The (date) day of each
         PAYMENT                                    (Month/s) DATES of each
                                                    year, commencing *****,
                                                    through to and including the
                                                    Termination Date.

         Subject to adjustment in accordance with the ****** Business Day
         Convention.

         FLOATING RATE OPTION 2          :          90 DAY BBSW

         COMPOUNDING                     :          Inapplicable

         SPREAD                          :          None
<PAGE>


         FLOATING RATE 2 FOR INITIAL     :          ******
         CALCULATION PERIOD

         FLOATING RATE 2 DAY             :          ******

         COUNT FRACTION

         RESET DATES                     :          The first day of the
                                                    applicable Calculation
                                                    Period

(d)      ACCOUNT DETAILS

         Payments to Deutsche Bank       :          Austraclear  [X]
         AG, Sydney Branch

         Payments to Perpetual Trustees  :          Austraclear PTAL [X]
         Australia Limited as trustee for
         the PUMA Global Trust No. 1

(e)      OFFICES

         The office of Deutsche Bank AG, Sydney Branch for the Transaction is
         Sydney.

         The office of Perpetual Trustees Australia Limited as trustee for the
         PUMA Global Trust No. 1 for the Transaction is;

         c/- Macquarie Securitisation Limited
         Level 22, 20 Bond Street
         Sydney NSW  2000.

(f)      DOCUMENTATION AND OPERATIONS CONTACTS:

Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorised officer sign this Confirmation and return it
by facsimile to:

                           [  ]


Documentation:         Telephone:         [  ]
                       Facsimile:         [  ]
Settlements:           Telephone:         [  ]
                       Facsimile:         [  ]


<PAGE>




If you wish to exchange hard copy forms of this confirmation please contact us.

Yours faithfully,                    Confirmed as of the date first written

DEUTSCHE BANK AG, SYDNEY BRANCH      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                                     AS TRUSTEE FOR THE PUMA GLOBAL TRUST NO. 1

By: ..............................   By: ..............................
    Name:                                Name:
    Title:                               Title:

By: ..............................   By: ..............................
    Name:                                Name:
    Title:                               Title:

Reference : ******/