52LR Sthn.pac.42a2aa

RNS No 4616m
BENDIGO BANK LIMITED
3rd March 1999

Bendigo Bank, IOOF alliance

Bendigo Bank and IOOF today announced they have reached agreement to form a
working alliance.

As part of the alliance, the companies will form a 50/50 joint venture to
provide Bendigo Bank clients with funds management and advisory services.

IOOF will sell its Building Society to Bendigo Bank for $20 million cash plus
3.7 million ordinary shares in Bendigo Bank, making I00F a significant
shareholder with 5.9 per cent of issued capital.

Both IOOF and Bendigo Bank will continue to operate their core businesses
independently.  Other forms of future co-operation are contemplated.

The two companies will now proceed to formal contracts and will seek appropriate
regulatory approvals as soon as possible.

Managing Directors Rob Hunt (Bendigo Bank) and Rob Turner (I00F) said it was a
win-win for both organisations' customers.

Bendigo Bank clients will receive through the joint venture the funds management
expertise of IOOF, whilst IOOF, as a shareholder in Bendigo Bank, can now
provide to its members access to a larger branch network and a wider range of
banking services.

Both organisations' customers clearly benefit from the partnership, with the
alliance bringing together nearly 300 years of financial experience and
reputation.  IOOF, founded in 1846, and the Bendigo Bank, 1858, are two of
Australia's oldest and best-known financial institutions.

Bendigo Bank is Australia's only regionally-based bank, providing a wide range
of banking and financial services to households, consumer markets and small to
medium-sized businesses.

Listed on the Australian Stock Exchange, it has an extensive branch network
throughout Victoria and southern NSW, offices in each mainland capital, total
bank assets in excess of $3.4 billion and more than $600 million in funds under
the management of subsidiary Sandhurst Trustees.

The IOOF Group is a mutual organisation serving approximately 300,000 members
with total assets under management, administration and advice of approximately
$6 billion.

With a core business of funds management and finanial advisory services, the
I00F Group has a range of investment products and services, including unit
trusts, superannuation, rollover investments, investment bonds, trustee and
master fund services.

It is expected that the IOOF branch network will be converted to Bendigo Bank
branches in July 1999.

Mr Turner said the agreement marked a ground-breaking alliance between a
progressive retail bank and a dynamic funds management organisation.

"There is an excellent customer service and cultural fit between the two
organisations which makes for a successful alliance.

"Bendigo Bank's investment in leading edge technology, its branch network and
its people makes it an excellent choice to help IOOF members meet their retail
banking needs. We anticipate that IOOF members will embrace this alliance and
enjoy these benefits.

"By adopting an allianace with IOOF, Bendigo Bank is giving our investment
product range, administrative skill and distribution expertise a big tick. It's
also a big vote of confidence in IOOF's ability as a funds manager and as a
provider of sound financial advice.

"As a member-owned mutual organisation, we are providing our members with an
enchanced range of banking services from a progressive retail bank. One of the
finer qualities of this alliance is that IOOF members, through our equity stake
in Bendigo Bank, will share in the Bank's progress, with the IOOF Group as a
significant shareholder.

"Our investment products such as the Balanced PST Investment Fund have
consistently rated in the upper quartile of super funds over 1,2,3 and 4 - year
periods.

"We have a very strong investment and management team in place with first-class
systems and processes producing excellent results and giving us a clear edge.

"Consistently strong investment performance is being rewarded by a strong growth
business", Mr Turner said.

Mr Hunt said the alliance will leverage the skills of both organisations.

"It marries Bendigo's demonstrated retail banking skills with IOOF's formidable
funds management expertise and will produce benefits for the customers of both
parties.

"We will be able to offer funds management products and advisory services to our
customers and we will use Bendigo's banking skills to meet the needs of IOOF
members.

"It is very positive for both organisations and our customers and in line with
the stated objective of both companies for the future.

"We look forward to working together to improve services to all customers," Mr
Hunt said.

For further information, please contact:

Mr James Wilson                         Mr Owen Davies
Group Marketing Manager                 Manager, Communications
IOOF                                    Bendigo Bank Limited
Tel: 9252  4902                         Tel: 5433  9866
Mob: 0411 709 524                       Mob: 0419 341 405

END



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