Alliance Bank Malaysia Berhad (formerly known as Multi Purpose Bank Berhad). Date / Place of Incorporation 3 August 1982 / Kuala Lumpur, Malaysia

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1 ALLIANCE BANK (MALAYSIA) BERHAD RM535 MILLION SUBORDINATED DEBT PRINCIPAL TERMS AND CONDITIONS 1. Name of Issuer Alliance Bank Malaysia Berhad (formerly known as Multi Purpose Bank Berhad). 2. Background of Issuer Business registration number W Date / Place of Incorporation 3 August 1982 / Kuala Lumpur, Malaysia Date of listing Status Resident Principal Activities Alliance Bank Malaysia Berhad ("ABMB") is principally engaged in the business of all aspects of commercial banking, which also includes Islamic banking and the provision of related services. Board of s The board of directors as at 15 April 2001 are as follows : Name (a) Tan Sri Abu Talib bin Othman (b) Ng Soon Ng Siek Chuan Designation Chairman and Chief Executive (c ) Datuk Dr Joseph Ong Ah Soon (c) Tuan Haji Anuar bin Hamdan (d) Liung Cheong Poh (e) Yue Sau Him (f) Tan Soo Soon (g) Lee Chee Seng

2 Based on the register of substantial shareholders, the structure of shareholdings of the twenty largest registered shareholders as at 15 April 2001 are as follows: Nationality / Place of No. ordinary of shares held Shareholders Incorporation Direct % Indirect % Syabas Sutra Malaysia 276,500, MP Management Malaysia 118,500, MPlant Malaysia ,500, *1 MP Capital Malaysia ,500, *2 MPHB Malaysia ,000, *3 Quantum Aspects Malaysia ,000, *4 Dr. Chan Chin Cheung Malaysian ,000, *5 Dato' Tan Toh Hua Malaysian ,000, *5 Wong Kim Wong Kim Lin Malaysian ,000, *5 Lim Tiong Chin Malaysian ,000, *5 Dato' Surin Upatkoon Thai ,000, *5 Loong Sze Tung Malaysian ,000, *5 Magnum Corporation Berhad Malaysia ,500, *6 Langkah Bahagia Malaysia 276,500,000 70* 2 Lulfiah bt. Ismail Malaysian 276,500,000 70* 7 Notes:- *1 *2 *3 *4 *5 *6 Deemed interest by virtue of its interest in Syabas Sutra pursuant to Section 6A of the Companies Act, Deemed interest by virtue of its interests in MPlant pursuant to Section 6A of the Companies Act,1965. Deemed interest by virtue of its interests in MP Capital, MP Management and Magnum Corporation Berhad pursuant to Section 6A of the Companies Act, Deemed interest by virtue of its interests in MPHB pursuant to Section 6A of the Companies Act, Deemed interest by virtue of his interests in Quantum Aspects pursuant to Section 6A of the Companies Act, Deemed interest by virtue of its interests in MP Capital pursuant to Section 6A of the Companies Act, * 7 Deemed interest by virtue of her interests in Langkah Bahagia pursuant to Section 6A of the Companies Act, 1965.

3 Authorised and paid-up capital Share Capital as at 15 April 2001 Authorised Share Capital Description 5,000,000,000 ordinary shares of RM1.00 each Issued and fully paid 395,000,000 ordinary shares of RM1.00 each 3. Name of adviser Deutsche Bank (Malaysia) Berhad 4. Type of instrument Fixed Rate Subordinated Bond 5. Principal Conventional 6. Facility description 10 year Non-Callable 5 year Subordinated Bond 7. Issue size / notional amount Notional issue amount of up to RM670 Million 8. Issue price Indicative issue price of approximately 93.46%. 9. Tenor of the facility/issue 10 year with a 5 year non-callable provision. After the fifth year from Settlement Date, Alliance Bank Malaysia Berhad will have the right thereafter to redeem the Bonds in full or in part at every anniversary date. 10. Coupon rate The Bonds shall carry an interest coupon of 7.75% per annum with an additional provision stating that unless the Bond are redeemed at the end of five years from Settlement Date, the Bond shall bear a coupon interest that is increased to 13.95% (subject to the finalisation of documentation) from the sixth year onwards until final redemption. 11. Coupon frequency Semi-annual based on Actual / 365 days

4 12. Security / collateral Subordinated unsecured obligations of the Issuer 13. Name of Guarantor 14. Name of trustee Mayban Trustees Berhad 15. Details of utilisation of proceeds The Proposed Bond will be eligible to be included as Tier II capital of ABMB, under Bank Negara Malaysia guidelines. The proceeds shall serve to fund ABMB s cash settlement with the vendors of the acquired financial institutions following the banking merger exercise initiated by the Government. The following table details the breakdown on the utilisation of the proceeds: Sources of Funds RM mil Proceeds from bond issue Application of Funds Amanah Merchant Bank Berhad* Sabah Bank Berhad Sabah Finance Berhad 1.5 Working Capital Total Application of Funds * The minimum subscription amount is RM535 million (Notional Amount) and RM500 million (Issue Proceeds). Any amounts issued below the total application of funds will be funded by internally generated funds 16. Sinking fund 17. Rating - Credit Rating Assigned : A3 (Indicative) - Credit Rating Agency : Rating Agency Malaysia Berhad 18. Form and denomination The bonds will be represented by a Global certificate to be deposited with Bank Negara Malaysia and shall be issued under the Fully Automated System for Tendering (FAST) and Real Time Electronic Transfer of Funds and Securities (RENTAS) and will be prescribed in registered form under the Scriptless Securities Trading System ( SSTS ) maintained by Bank Negara Malaysia. The bonds will be in such denominations to be agreed between the Issuer and the

5 Lead Manager but in an amount of not less than RM1,000 and in multiples of RM1,000 at the time of issuance. 19. Mode of Issue Non tender - private placement without prospectus via FAST and RENTAS. 20. Name of Facility Agent Deutsche Bank (Malaysia) Berhad 21. Name of Syariah Adviser 22. Selling restriction The offer, sale or delivery of the Bonds are subject to the following provisions: - The Bonds shall not be offered or sold, directly or indirectly nor may any document or other material in connection therewith be distributed in Malaysia other than to persons whose ordinary business is to buy or sell shares or debentures whether as principal or agent or otherwise falling within any one of the categories of persons specified in Schedules 2 and 3 of the Securities Commission Act 1993 (Amendments 2000). 23. Listing status Not listed 24. Minimum level of subscription Notional Amount of RM535 million 25. List of Primary Subscriber(s) or Underwriters and amount underwritten Deutsche Bank (Malaysia) Berhad shall be the primary subscriber of the proposed Bond issue.

6 26. Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained i) Approval from Bank Negara Malaysia for the following : Proposed issuance of a 10 Year Non-Callable 5 Year Subordinated Debt issue of up to RM670 million by ABMB. Classification of the above 10 Year Non-Call 5 Year Proposed Subordinated Debt by ABMB as Tier 2 capital Proposed variation of terms pertaining to the Proposed Rights issue of 10 year Non-call 5 year Redeemable Convertible Preference Shares by ABMB. Indulgence for the temporary breach in Capital Adequacy Ratio of ABMB Proposed increase in the authorised share capital of ABMB Proposed Non-renounceable Rights issue of ordinary shares by ABMB (Kindly refer to Appendix V for the application made by ABMB to BNM on 27 February 2001 and the subsequently letter of approval from BNM dated 9 May 2001). 27. Information attached as appendices of this Term Sheet Latest audited accounts of Alliance Bank Malaysia Berhad as at 31 December Additional information for Islamic PDS [ the remainder of this section is intentionally left blank ]