SUNCORP GROUP LIMITED — Director's Dealing 2008

Oct 19, 2008

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Name of entity	Suncorp-Metway Limited
ABN	66 010 831 722

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Christopher Skilton
Date of last notice	7 April 2008

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Refer Annexure A
Date of change	14 October 2008
No. of securities held prior to change	44,122 ordinary shares held in the Deferred Employee Share Plan. 234,283 ordinary shares held in the Executive Performance Share Plan.
Class	Fully paid ordinary shares
Number acquired	98,881
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$10.11 per share
No. of securities held after change	44,122 ordinary shares held in the Deferred Employee Share Plan. 333,164 ordinary shares held in the Executive Performance Share Plan.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On market acquisition under the Executive Performance Share Plan (Refer Annexure A)

Appendix 3Y - Change of Director’s Interest Notice

C Skilton – 14 October 2008

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter for defined terms.

Appendix 3Y Page 2

Appendix 3Y - Change of Director’s Interest Notice

C Skilton – 14 October 2008

Annexure A

The changes refer to the total number of shares in which the Director has an interest under the Executive Performance Share Plan (EPSP) and to the number of shares that have been allocated to (vested with) the Director.

The registered holder of the 333,164 fully paid ordinary shares in the EPSP in which the Director has an interest, is CPU Share Plans Pty Ltd ( Trustee ).

Acquisition of Shares:

The Director has accepted an offer made by the Company to participate in the EPSP and the Trustee has acquired the 98,881 fully paid ordinary shares (Shares) for the purposes of the offer. Therefore the Director has acquired an indirect interest in the Shares.

The Shares are subject to certain Performance Criteria to be assessed over a Performance Period commencing on 1 October 2008 and ending on either, 30 September 2011, 31 March 2012, 30 September 2012, 31 March 2013 or 30 September 2013.

The Director has no present right to receive any of the Shares and no present right or power to exercise, or control the exercise or the right to vote in relation to, or the right to dispose of, any of the Shares held by the Trustee. The Director may receive all, some, or none of the Shares following assessment of the Performance Criteria at the end of the Performance Period or otherwise in accordance with the EPSP Rules.

At the end of the Performance Period, the Company must assess the relevant Performance Criteria and then direct the Trustee to allocate to the Director or his Nominee the number of Shares to which the Director is entitled under the EPSP Plan Rules and the terms of the offer. Once Shares are allocated to a person under the Plan, the person has substantially the same rights in respect of those shares as if they were the beneficial owner of them.

The Trustee will continue to hold any Shares which are not allocated to the Director on trust for the purposes of the EPSP, and they may subsequently be allocated to other participants in the EPSP.

Allocation (vesting) of Shares:

The Director was offered 41,800 shares (Offered Shares ) by the Company under the EPSP in October 2005, subject to certain Performance Criteria assessed over a three year Performance Period designated as 1 October 2005 to 30 September 2008. The terms of the EPSP and the offer permit the Director to make an election at the end of the three year Performance Period to either have the Offered Shares allocated based on the Performance Criteria as assessed at that time, or to extend the Performance Period for a further two years.

However as a result of arrangements put in place by the Company in connection with the merger between the Company and Promina Group Limited, Company executives (including the Director) who participated in the 2004 EPSP offer, are entitled to receive 100% of the Offered Shares provided they remained employed with the Suncorp Group at the end of the Performance Period (30 September 2008).

In accordance with those arrangements the Director has elected to have the 41,800 shares allocated to him. Therefore the director now has the right and power to exercise, or control the exercise of the right to vote in relation to, or the right to dispose of a total of 144,029 shares (Allocated Shares) held by the Trustee.

The Director has no present right or power to exercise, or control the exercise of the right to vote in relation to, or the right to dispose of 189,135 shares (Unallocated Shares) which remain subject to TSR based performance hurdles.