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                                                                    Exhibit 10.1



                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN


                          (EFFECTIVE FEBRUARY 10, 1998)
                 (AMENDED NOVEMBER 14, 2000 -- FIRST AMENDMENT)
                  (AMENDED MARCH 20, 2001 -- SECOND AMENDMENT)
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
ARTICLE I ESTABLISHMENT AND PURPOSE                                                                      5

   1.1   Establishment and Purpose                                                                       5

ARTICLE II  DEFINITIONS                                                                                  5

   2.1   Account Balance                                                                                 5
   2.2   Allocation Election Form                                                                        5
   2.3   Beneficiary                                                                                     6
   2.4   Change in Control                                                                               6
   2.5   Chief Executive Officer                                                                         8
   2.6   Code                                                                                            8
   2.7   Compensation                                                                                    8
   2.8   Compensation Agreements                                                                         8
   2.9   Compensation Dispersal Agreement                                                                8
   2.10     Compensation Reduction Agreement                                                             8
   2.11     Company                                                                                      8
   2.12     Cause                                                                                        8
   2.13     Deferred Compensation Committee                                                              9
   2.14     Disability                                                                                   9
   2.15     Early Withdrawal                                                                             9
   2.16     Employee                                                                                     9
   2.17     Employer                                                                                     9
   2.18     ERISA                                                                                        9
   2.19     Fiscal Year                                                                                  9
   2.20     Interim Distribution                                                                         9
   2.21     Interim Distribution Balance                                                                 9
   2.22     Interim Distribution Date                                                                   10
   2.23     Interim Distribution Dispersal Agreement                                                    10
   2.24     Involuntary Termination of Employment                                                       10
   2.25     Participant                                                                                 10
   2.26     Participating Employer                                                                      10
   2.27     Plan                                                                                        11
   2.28     Plan Year                                                                                   11
   2.29     Spouse                                                                                      11
   2.30     Termination Benefit                                                                         11
   2.31     Termination Benefit Dispersal Agreement                                                     11
   2.32     Termination of Employment                                                                   11
   2.33     Voluntary Deferrals                                                                         11
</TABLE>

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<TABLE>
<S>                                                                                                    <C>
ARTICLE III  ELIGIBILITY AND PARTICIPATION                                                              11

   3.1   Eligibility and Participation                                                                  11
   3.2   Duration                                                                                       11
   3.3   Revocation of Future Participation                                                             11
   3.4   Notification                                                                                   12

ARTICLE IV  COMPENSATION REDUCTION AGREEMENTS AND ACCOUNT BALANCES                                      12

   4.1   Compensation Reduction Agreements                                                              12
   4.2   Termination Benefit Election                                                                   12
   4.3   Interim Distribution Election                                                                  13
   4.4   Prohibition Against Compensation Reduction Agreement Modifications                             13
   4.5   Adjustments to Account Balances                                                                13

ARTICLE V  BENEFIT PAYMENTS AND CERTAIN WITHDRAWALS                                                     15

   5.1   Termination Benefit                                                                            15
   5.2   Form of Payment for Termination Benefit                                                        15
   5.3   Disability Benefit                                                                             16
   5.4   Death Benefit                                                                                  16
   5.5   Change in Control                                                                              16
   5.6   Interim Distribution                                                                           16
   5.7   Early Withdrawal                                                                               17
   5.8   Hardship Withdrawal                                                                            17

ARTICLE VI  ADMINISTRATION                                                                              17

   6.1   Plan Administration                                                                            17
   6.2   Withholding                                                                                    17
   6.3   Indemnification                                                                                18
   6.4   Expenses                                                                                       18
   6.5   Delegation of Authority                                                                        18
   6.6   Binding Decisions or Actions                                                                   18

ARTICLE VII  AMENDMENT AND TERMINATION                                                                  18

   7.1   Amendment and Termination                                                                      18
   7.2   Constructive Receipt Termination                                                               18

ARTICLE VIII  FUNDING                                                                                   19

   8.1   General Assets                                                                                 19
   8.2   Rabbi Trust                                                                                    19
</TABLE>

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<TABLE>
<S>                                                                                                    <C>
ARTICLE IX   GENERAL CONDITIONS                                                                         19

   9.1   Anti-assignment Rule                                                                           19
   9.2   No Legal or Equitable Rights or Interest                                                       19
   9.3   No Employment Contract                                                                         19
   9.4   Headings                                                                                       20
   9.5   Invalid or Unenforceable Provisions                                                            20
   9.6   Governing Law                                                                                  20
</TABLE>

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                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN
                          (EFFECTIVE FEBRUARY 10, 1998)
                       (FIRST AMENDMENT NOVEMBER 14, 2000)
                        (SECOND AMENDMENT MARCH 20, 2001)


                       ARTICLE I ESTABLISHMENT AND PURPOSE

1.1      Establishment and Purpose. Each Participating Employer hereby adopts
         the NAB Group - USA Deferred Compensation Plan (the "Plan"), effective
         as of February 10, 1998 (the "Effective Date"). The purpose of the Plan
         is to provide each Participant in the Plan with an opportunity to defer
         receipt of salary, bonus, and other specified cash compensation. The
         Plan is intended to benefit a "select group of management or highly
         compensated employees" within the meaning of Sections 201, 301 and 401
         of ERISA, and to be therefore exempt from the requirements of Parts 2,
         3 and 4 of Title I of ERISA.


                             ARTICLE II DEFINITIONS

2.1      Account Balance. Account Balance means the value of each Participant's
         deferred compensation account balance under the Plan. The Account
         Balance shall be composed of the following bookkeeping accounts: the
         Interim Distribution Balance (which may be divided into sub-accounts if
         the Participant elects more than one Interim Distribution Date); and
         the Termination Benefit Balance. Any hypothetical investment gains or
         losses shall be attributed to the respective balance. A Participant's
         Account Balance shall be maintained in accordance with Section 4.5. The
         Account Balance shall not constitute or be treated as an escrow, trust
         fund, or any other type of funded account for Code or ERISA purposes
         and, moreover, contingent amounts credited thereto shall not be
         considered "plan assets" for ERISA purposes. The Account Balance merely
         provides a record of the bookkeeping entries relating to the contingent
         benefits that the respective Participating Employer intends to provide
         Participant and shall thus reflect a mere unsecured promise to pay such
         amount in the future.

2.2      Allocation Election Form. Allocation Election Form means the form
         approved by the Deferred Compensation Committee on which the
         Participant designates his or her choice of hypothetical investments,
         and the allocation among them, for purposes of determining earnings
         which are attributed to the Voluntary Deferrals in Participant's
         Account Balance. It also means the form approved by the Deferred
         Compensation Committee on which a Participant reallocates any Account
         Balance among hypothetical investments previously selected, selects new
         hypothetical investments, and/or transfers portions of Account Balances
         from one hypothetical investment to another. The elected allocation
         shall remain in effect from Plan Year to Plan Year unless a new
         Allocation Election Form

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         is filed by the Participant. The effective date of any requested change
         in an elected allocation shall be the first business day of the next
         calendar quarter (unless a different effective date is established by
         the Deferred Compensation Committee), provided the Allocation Election
         Form is filed prior to the cut-off date established by the Deferred
         Compensation Committee.

2.3      Beneficiary. Beneficiary means a natural person, estate, or trust
         designated by a Participant in accordance with Section 4.1 to receive
         benefits under and in accordance with provisions of the Plan. The
         Participant's estate shall be the Beneficiary if:

         (a)      the Participant has not designated a natural person or trust
                  as Beneficiary, or

         (b)      the designated Beneficiary has predeceased the Participant.

2.4      Change in Control. Change in Control means the occurrence of any of the
         following:

         (a) individuals who, on the Effective Date, constitute the Board of
         Directors of the Company (the "Incumbent Directors") cease for any
         reason to constitute at least a majority of the Board of Directors of
         the Company (the "Board"), provided that any person becoming a director
         subsequent to the Effective Date, whose election or nomination for
         election was approved by a vote of at least two-thirds of the Incumbent
         Directors then on the Board shall be an Incumbent Director; provided,
         however, that no individual initially elected or nominated as a
         director of the Company as a result of an actual or threatened election
         contest with respect to directors or as a result of any other actual or
         threatened solicitation of proxies or consents by or on behalf of any
         person other than the Board shall be deemed to an Incumbent Director;

         (b) any person (as such term is defined in Section 3(a)(9) of the
         Securities Exchange Act of 1934 (the "Exchange Act") and as used in
         Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a
         beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 25%
         or more of the combined voting power of the Company's then outstanding
         securities eligible to vote for the election of the Board (the "Company
         Voting Securities"); provided, however, that the event described in
         this paragraph (b) shall not be deemed to be a Change in Control by
         virtue of any of the following acquisitions: (A) by the Company or any
         subsidiary, (B) by any employee benefit plan (or related trust)
         sponsored or maintained by the Company or any subsidiary, (C) by any
         underwriter temporarily holding securities pursuant to an offering of
         such securities, (D) pursuant to a Non-Qualifying Transaction (as
         defined in paragraph (iii)), or (E) a transaction (other than one
         described in (c) below) in which Company Voting Securities are acquired
         from the Company, if a majority of the Incumbent Directors approve a
         resolution providing expressly that the acquisition pursuant to this
         clause (E) does not constitute a Change in Control under this paragraph
         (b);


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         (c) the consummation of a merger, consolidation, statutory share
         exchange or similar form of corporate transaction involving the Company
         or any of its subsidiaries that requires the approval of the Company's
         stockholders, whether for such transaction or the issuance of
         securities in the transaction (a "Business Combination"), unless
         immediately following such Business Combination: (A) more than 50% of
         the total voting power of (x) the corporation resulting from such
         Business Combination (the "Surviving Corporation"), or (y) if
         applicable, the ultimate parent corporation that directly or indirectly
         has beneficial ownership of 100% of the voting securities eligible to
         elect directors of the Surviving Corporation (the "Parent
         Corporation"), is represented by Company Voting Securities that were
         outstanding immediately prior to such Business Combination (or, if
         applicable, is represented by shares into which such Company Voting
         Securities were converted pursuant to such Business Combination), and
         such voting power among the holders thereof is in substantially the
         same proportion as the voting power of such Company Voting Securities
         among the holders thereof immediately prior to the Business
         Combination, (B) no person (other than any employee benefit plan (or
         related trust) sponsored or maintained by the Surviving Corporation or
         the Parent Corporation), is or becomes the beneficial owner, directly
         or indirectly, of 25% or more of the total voting power of the
         outstanding voting securities eligible to elect directors of the Parent
         Corporation (or, if there is no Parent Corporation, the Surviving
         Corporation) and (C) at least a majority of the members of the board of
         directors of the Parent Corporation (or, if there is no Parent
         Corporation, the Surviving Corporation) following the consummation of
         the Business Combination were Incumbent Directors at the time of the
         Board's approval of the execution of the initial agreement providing
         for such Business Combination (any Business Combination which satisfies
         all of the criteria specified in (A), (B) and (C) above shall be deemed
         to be a "Non-Qualifying Transaction");

         (d) the stockholders of the Company approve a plan of complete
         liquidation or dissolution of the Company or a sale of all or
         substantially all of the Company's assets; or

         (e) the consummation of any sale or disposition of the Company's
         ownership interest (direct or indirect) in a Participating Employer
         that results in the Company no longer maintaining at least a 50%
         ownership interest (directly or indirectly) in such Participating
         Employer. For the avoidance of doubt, such sale or disposition shall be
         considered a Change of Control only for such affected Participating
         Employer (and its related Participants) and not for any other
         Participating Employer not so affected.

         Notwithstanding the foregoing, a Change in Control of the Company shall
         not be deemed to occur solely because any person acquires beneficial
         ownership of more than 25% of the Company Voting Securities as a result
         of the acquisition of Company Voting Securities by the Company which
         reduces the number of Company Voting Securities outstanding; provided,
         that if after such acquisition by the Company such person becomes the
         beneficial owner of additional Company Voting Securities that increases
         the percentage

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         of outstanding Company Voting Securities beneficially owned by such
         person, a Change in Control of the Company shall then occur.

2.5      Chief Executive Officer. Chief Executive Officer means the individual
         holding the title of Chief Executive Officer, or if no such individual
         holds such title, the individual who performs the functions usually
         performed by a Chief Executive Officer of a widely-held publicly-traded
         corporation.

2.6      Code. Code means the Internal Revenue Code of 1986, as amended from
         time to time.

2.7      Compensation. Compensation means, for purposes of this Plan, base
         salary (including any employee contributions under a Code section 401k
         or 125 plan of a Participating Employer or approved by the Deferred
         Compensation Committee as compensation for purposes of this Plan), cash
         bonus (annual, incentive or otherwise), and other cash compensation.

2.8      Compensation Agreements. Compensation Agreements shall mean the
         Compensation Reduction Agreement and the Compensation Dispersal
         Agreement.

2.9      Compensation Dispersal Agreement. Compensation Dispersal Agreement
         shall mean the Interim Distribution Dispersal Agreement and/or the
         Termination Benefit Dispersal Agreement, as the context requires.

2.10     Compensation Reduction Agreement. Compensation Reduction Agreement
         shall mean, as applicable, the salary deferral election form, the bonus
         deferral election form, or such other forms furnished by the Deferred
         Compensation Committee, on which a Participant elects the amount of a
         Voluntary Deferral.

2.11     Company. Company means National Australia Bank, Ltd., a company
         organized under the laws of Australia.

2.12     Cause. Cause shall mean (a) the willful and continued failure (not
         resulting from Disability) by Participant to substantially perform
         Participant's customary duties with the Employer after demand by the
         Employer, which demand identifies the manner in which the Employer
         believes that the Participant has not substantially performed
         Participant's customary duties, (b) gross negligence or willful
         misconduct by the Participant in the execution of his/her professional
         duties that is materially injurious to the Employer, (c) conviction of
         Participant of, or a plea by Participant of nolo contendere to, a
         felony, or (d) willful breach by Participant of a material policy,
         program or rule of Employer, excluding for this purpose an isolated,
         insubstantial and inadvertent action not taken in bad faith and which
         is remedied by Participant promptly after receipt of notice thereof is
         given by the Employer.


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2.13     Deferred Compensation Committee. Deferred Compensation Committee means
         a committee composed of one employee from each Participating Employer,
         in each case who shall be appointed by the Chief Executive Officer of
         each Participating Employer, and who shall serve until the earlier of
         termination of employment or appointment of a replacement by the then
         Chief Executive Officer of such Participating Employer; provided
         further, in the event there is only one Participating Employer, then
         the committee shall be composed of two employees from such
         Participating Employer.

2.14     Disability. Disability means that a Participant has been determined to
         have incurred total and permanent disability, as defined by the
         long-term disability ("LTD") group plan in which the Participant
         participates as of the date of total and permanent disability.

2.15     Early Withdrawal. Early Withdrawal means a voluntary distribution by a
         Participant from a Participant's Account Balance, which Account Balance
         shall be subject to a 10% forfeiture and such other penalties and
         provisions as set forth in Article V of the Plan.

2.16     Employee. Employee means a full-time salaried employee of an Employer.

2.17     Employer. Employer means, with respect to any Employee (or former
         Employee), the particular Participating Employer that employs (or
         formerly employed) such Employee.

2.18     ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

2.19     Fiscal Year.  Fiscal Year means October 1 through September 30.

2.20     Interim Distribution. Interim Distribution means a lump sum payment
         within forty-five (45) days following the Interim Distribution Date to
         the Participant from the Interim Distribution Balance sub-account
         pertaining to that Interim Distribution. A Participant may elect to
         have one or more Interim Distributions but no more than three Interim
         Distribution Dates may be outstanding at any given time.

2.21     Interim Distribution Balance. Interim Distribution Balance means a
         separate bookkeeping account within the Account Balance. The Interim
         Distribution Balance is created whenever a Participant elects to
         receive an Interim Distribution pursuant to an Interim Distribution
         Dispersal Agreement. If the Participant elects multiple Interim
         Distributions, a separate bookkeeping sub-account within Distribution
         Balance shall be maintained for each Interim Distribution. Any
         Voluntary Deferrals in connection with Interim Distributions shall be
         deposited into the Interim Distribution Balance. Interim Distributions
         shall be reflected in the balance of the respective Interim
         Distribution Balance bookkeeping sub-account.

2.22     Interim Distribution Date. Interim Distribution Date shall mean the
         first business day of

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         any calendar year selected by the Participant, provided that such date
         shall not be less than one (1) year from the end of the Plan Year to
         which the Compensation relates.

2.23     Interim Distribution Dispersal Agreement. The Interim Distribution
         Dispersal Agreement means the form on which the Participant elects the
         Interim Distribution Date in connection with a Voluntary Deferral.

2.24     Involuntary Termination of Employment. Involuntary Termination of
         Employment means termination by Participant of employment with his/her
         Employer that is based on any of the following: (a) the Employer's
         assignment to Participant of duties that are substantially
         non-executive or non-managerial in nature; (b) a material adverse
         change in Participant's position as an executive of the Employer,
         including, without limitation, a change that results in a significant
         diminution in the Participant's duties and responsibilities; (c) a
         reduction in salary or bonus opportunity for the Participant, or
         material reduction of his/her benefits and perquisites; or (d) the
         Employer's requirement that the Participant move his/her principal
         office beyond a radius of fifty (50) miles from Participant's principal
         office; provided, however, such termination shall not be deemed
         Involuntary Termination of Employment unless the Participant gives the
         Employer written notice of such situation and the Employer fails to
         correct such situation within thirty (30) days thereafter. Involuntary
         Termination of Employment shall also include termination stemming from
         the Disability of the Participant as well as termination based on a
         reduction in force or layoff. Notwithstanding the above, Involuntary
         Termination shall not include termination of Participant's employment
         based on Cause.

2.25     Participant. Participant means (i) an Employee who is a member of a
         select group of management or highly compensated employees, who is
         selected to participate in this Plan in accordance with Section 3.1,
         and who timely elects to participate in this Plan in accordance with
         Article IV, and (ii) any person that becomes a Participant pursuant to
         Section 3.5. A Participant's continued participation in the Plan shall
         be governed by Article III, including Section 3.2.

2.26     Participating Employer. Participating Employer means any entity with
         operations in the United States that is more than 50% owned (directly
         or indirectly) by the Company, and that adopts this Plan with the
         approval of the Company. As of the Effective Date, Participating
         Employer shall include Michigan National Corporation, HomeSide, Inc.
         and National Australia Bank Ltd. (New York Branch) (and any
         subsidiaries designated by such entities as a Participating Employer).
         In connection with the March 20, 2001 amendment to the Plan ("Second
         Amendment"), the following is acknowledged by HomeSide International,
         Inc. (f/k/a HomeSide, Inc.) and HomeSide Lending, Inc.: (a) HomeSide
         Lending, Inc., is a Participating Employer, having been so designated
         by HomeSide, Inc. effective February 10, 1998; (b) pursuant to a first
         amendment ("First Amendment") to the Plan adopted November 14, 2000, by
         unanimous written consent of the Deferred Compensation Committee as
         authorized by Section 6.1 of the Plan, the Plan

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         was amended to remove Michigan National Corporation as a Participating
         Employer under the Plan; and (c) National Australia Bank Ltd. (New York
         Branch), although authorized to adopt the Plan pursuant to Sections 1.1
         and 2.16, has never formally adopted the Plan and has furthermore
         advised the aforementioned HomeSide companies that it does not intend
         to adopt the Plan, and as a result, is not nor never has been a
         Participating Employer under the Plan.

2.27     Plan. Plan means the NAB Group - USA Deferred Compensation Plan, as
         documented herein and as may be amended thereafter.

2.28     Plan Year. Plan Year means January 1 through December 31.

2.29     Spouse. Spouse means the person married to the Participant at the date
         benefits become payable under the Plan.

2.30     Termination Benefit. Termination Benefit shall mean that benefit paid
         in accordance with Section 5.1 and Section 5.2 of the Plan.

2.31     Termination Benefit Dispersal Agreement. Termination Benefit Dispersal
         Agreement means the form on which the Participant elects the method of
         payment for a Termination Benefit in connection with a Voluntary
         Deferral.

2.32     Termination of Employment. Termination of Employment shall mean the
         termination of a Participant's employment with the Participating
         Employer for any reason.

2.33     Voluntary Deferrals. Voluntary Deferrals made by a Participant shall
         mean all deferrals of Compensation under the Plan as permitted by the
         Deferred Compensation Committee.


                    ARTICLE III ELIGIBILITY AND PARTICIPATION

3.1      Eligibility and Participation. Each Employee who is a member of a
         select group of management or highly compensated employees, determined
         in the sole discretion of the Chief Executive Officer of such
         Employee's respective Employer, shall be eligible to participate in
         this Plan. Selection for participation in the Plan will be made by the
         Chief Executive Officer of such Employee's respective Employer.

3.2      Duration. Once an Employee becomes a Participant, such Employee shall
         continue to be a Participant so long as he or she is entitled to
         receive benefits hereunder, notwithstanding any subsequent termination
         of employment.

3.3      Revocation of Future Participation. Notwithstanding the provisions of
         Section 3.2, the Chief Executive Officer of a Participant's respective
         Employer may revoke such

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         Participant's eligibility to make future deferrals under this Plan.
         Such revocation will not affect in any manner a Participant's Account
         Balance or other terms of this Plan.

3.4      Notification. Each Participant shall be notified by the Deferred
         Compensation Committee, in writing, of his or her eligibility to
         participate in this Plan.

                                   ARTICLE IV
             COMPENSATION REDUCTION AGREEMENTS AND ACCOUNT BALANCES

4.1      Compensation Reduction Agreements. The amount of a Voluntary Deferral
         made under the Plan shall be in accordance with a written Compensation
         Reduction Agreement provided by the Deferred Compensation Committee for
         that purpose. The amount of a salary deferral election shall be made no
         later than December 1 preceding the Plan Year for which the deferral is
         made. The amount of an annual bonus deferral election shall be made no
         later than September 1 of the Fiscal Year to which such annual bonus
         relates. Other Compensation deferral elections shall be made prior to
         the time such amounts have been earned. Notwithstanding the foregoing,
         (i) an Employee who first becomes a Participant during any Plan Year
         may make salary deferral elections for such Plan Year within 30 days of
         becoming a Participant if permitted by the Deferred Compensation
         Committee member(s) representing such Participating Employer, and (ii)
         a Participant wishing to defer a guaranteed signing bonus must make a
         deferral election in respect of such guaranteed bonus within three
         weeks of commencement of employment if permitted by the Deferred
         Compensation Committee member(s) representing such Participating
         Employer. The Compensation Reduction Agreement shall designate the
         amount to be deferred in whole percentages of Compensation and/or as a
         dollar amount. Salary deferrals shall be applied on a pro rata basis to
         each pay period during the Plan Year. In addition, a Participant shall
         be permitted to designate a Beneficiary on a form prescribed for such
         purpose by the Deferred Compensation Committee. To be effective, a
         Compensation Reduction Agreement and beneficiary designation form must
         be received and approved by the Deferred Compensation Committee.

   4.2   Termination Benefit Election. If a Termination Benefit is elected by
         Participant, the Participant shall file the Termination Benefit
         Dispersal Agreement with the Deferred Compensation Committee. Such
         agreement shall state the Participant's election concerning the payment
         distribution method for his/her Termination Benefit. The entire
         Termination Benefit Balance shall be distributed pursuant to only one
         payment distribution method (possible payment distribution methods are
         defined in Section 5.2); provided, however, if the Participant, prior
         to the Second Amendment, elected more than one payment distribution
         method, then such multiple distribution methods shall remain in effect
         in connection with elections made prior to the Second Amendment unless
         such multiple distribution methods are waived by the Participant and
         thenceforth the entire Termination Benefit Balance shall be distributed
         pursuant to only one payment distribution method elected by the
         Participant. A Participant may change the method of

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         Termination Benefit payment election at any time during each Plan Year
         by filing a revised Termination Benefit Dispersal Agreement with the
         Deferred Compensation Committee. If the most recent Termination Benefit
         election is not at least twelve (12) months prior to Termination of
         Employment, then the prior election that is at least twelve (12) months
         prior to Termination of Employment shall control.

4.3      Interim Distribution Election. If an Interim Distribution is elected by
         Participant, the Participant shall file the Interim Distribution
         Dispersal Agreement with the Deferred Compensation Committee. Such
         agreement shall state the Interim Distribution Date elected by
         Participant. A Participant may elect to have one or more Interim
         Distribution Dates but a Participant may have no more than three (3)
         Interim Distribution Dates outstanding at any given time (provided the
         Deferred Compensation Committee reserves the right to increase or
         decrease such number of dates). One time per Interim Distribution Date
         (not counting substitute Dates), and upon written request of
         Participant, an Interim Distribution Date may be substituted with
         another Interim Distribution Date provided the request is made at least
         one (1) year prior to the Interim Distribution Date being changed, and
         the substitute Interim Distribution Date is at least one (1) year later
         in time from the Interim Distribution Date being changed. Any such
         request for a substitute Interim Distribution Date shall be subject to
         the discretionary approval of the Deferred Compensation Committee. Upon
         request of Participant, an Interim Distribution Date may be eliminated
         provided such request is at least one (1) year before such Interim
         Distribution Date; provided further, (a) any such change shall be
         subject to the discretionary approval of the Deferred Compensation
         Committee and (b) the amount in the Interim Distribution Balance
         sub-account relating to such eliminated Interim Distribution Date shall
         be deposited into the Termination Benefit Balance.

4.4      Prohibition Against Compensation Reduction Agreement Modifications. In
         connection with a Voluntary Deferral of salary, a Participant may not
         modify a Compensation Reduction Agreement during a Plan Year by
         changing the amount of the Compensation reduction. In addition, a
         Participant may not revoke a Compensation Reduction Agreement once
         approved by the Deferred Compensation Committee.

4.5      Adjustments to Account Balances.

         (a) On and after the Effective Date, a Participant's Account Balance
         shall be credited with amounts deferred pursuant to Compensation
         Reduction Agreements, and further credited or debited in an amount
         equal to the hypothetical return on such Account Balance from the date
         on which such deferred Compensation would otherwise have been
         distributed to such Participant, assuming for such purpose that such
         Account Balance had been actually invested during such period in one or
         more of a number of investments, as provided in Section 4.5(b). In the
         case of a Termination Benefit, such debiting and crediting shall
         continue through the later of (i) the end of the month of such
         Participant's Termination of Employment, and (ii) the end of the
         installment period under Section 5.2,

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         if applicable. In the case of an Interim Distribution, such debiting
         and crediting shall continue through the close of business on the last
         business day of the calendar year preceding the applicable Interim
         Distribution Date.

         (b) The Deferred Compensation Committee shall provide each Participant
         with an Allocation Election outlining a list of available hypothetical
         investments which may be designated by such Participant (as provided
         below) for purposes of determining the adjustments to such
         Participant's Account Balance under Section 4.5(a). Such investment
         options shall initially include the Merrill Lynch Corporate Bond Index
         (high quality, 1-10 year term) plus 1% and such other options as set
         forth on Schedule A.

         For all investment options other than the Merrill Lynch Corporate Bond
         Index, the adjustment shall be based upon the return of the funds
         during the applicable period. With respect to amounts hypothetically
         invested in the Merrill Lynch Corporate Bond Index, such amounts shall
         be credited quarterly based upon the index rate in effect at the
         beginning of each calendar quarter. The Deferred Compensation
         Committee, in its sole discretion, shall be permitted to add or remove
         hypothetical investment options; provided, that in the event the
         Merrill Lynch Corporation Bond Index hypothetical investment option is
         removed, the Deferred Compensation Committee will provide a replacement
         hypothetical investment option based upon the yield of United States
         Treasury securities with a constant maturity of at least one year (the
         "Bond Index Substitute Investment"), unless the Plan has been
         terminated in accordance with Article VII; provided, further, that any
         such additions or removals of hypothetical investment options shall not
         be effective with respect to any period prior to the effective date of
         such change. For the avoidance of doubt, if a Participant has elected
         that all or any portion of a Participant's Account Balance (or future
         deferrals) are to be hypothetically invested in a hypothetical
         investment option that is removed by the Deferred Compensation
         Committee, such Participant shall be required to elect a different
         hypothetical investment option with respect to such portion of such
         Participant's Account Balance (or such future deferrals); and until
         such time as such Participant has made a new election, the applicable
         portion of such Participant's Account Balance (and future deferrals)
         shall be deemed to be invested in the Merrill Lynch Corporate Bond
         Index (or Bond Index Substitute Investment).

         Through the use of an Allocation Election Form, each Participant may
         elect how such Participant's Account Balance is deemed to be
         hypothetically invested; provided that such allocations shall be in
         increments of five percent (5%). If a Participant fails to elect how
         deferrals are deemed to be hypothetically invested, such deferrals
         shall be deemed to be hypothetically invested in the Merrill Lynch
         Corporation Bond Index (or, if such option has been removed, the
         replacement option based upon the yield of United States Treasury
         securities with a constant maturity of at least one year). Once in each
         calendar quarter, if a Participant elects, the Account Balance may be
         reallocated among the various hypothetical investment options; provided
         that such allocations shall be in increments of five percent (5%).
         Similarly, once each calendar quarter, each Participant may file an


                                       14
<PAGE>   15
         election to change the hypothetical investment of future deferrals.
         Election changes may be permitted more frequently than quarterly if
         permitted by the Deferred Compensation Committee for all Participants.
         In the event a Participant is currently receiving Termination Benefit
         distributions from such Participant's Termination Benefit Balance in
         installments, the amount of each installment shall be reamortized
         annually to reflect the return over the prior year of the investment
         option in which such Termination Benefit Balance is hypothetically
         invested. Notwithstanding anything in this Section 4.5(b) to the
         contrary, each Participating Employer shall have the sole and exclusive
         authority to invest any or all amounts (deferred by those Participants
         who are (or were) employed by such Employer) in any manner, regardless
         of any hypothetical investment election by any Participant. A
         Participant's hypothetical investment election shall be used solely for
         purposes of determining the deemed investment yield to be credited or
         debited to such Participant's Account Balance.


                                    ARTICLE V
                    BENEFIT PAYMENTS AND CERTAIN WITHDRAWALs

5.1      Termination Benefit. Subject to the provisions of this Article V, each
         Participant shall be entitled to a Termination Benefit in an amount
         equal to such Participant's Termination Benefit Balance as of the end
         of the month in which Termination of Employment occurs, subject to
         subsequent increase or decrease in the Termination Benefit Balance
         based on hypothetical investment returns during the installment period
         in the event Participant elects to receive payment in installments
         under Section 5.2(b).

5.2      Form of Payment for Termination Benefit. A Participant may elect (as
         provided in Section 4.2) to have such Participant's Termination Benefit
         Balance distributed: (a) in a single lump sum within forty-five (45)
         days following Termination of Employment; or (b) in annual installment
         payments for a selected number of years not to exceed twenty (20)
         years. If installments are elected, up to three of the annual
         installments may be in amounts selected by the Participant with the
         remaining payments being in equal amounts (all such installment
         payments being subject to increase or decrease based on the
         hypothetical investment returns during the installment period). If
         installments are elected, the first installment shall be payable within
         45 days of Termination of Employment, with subsequent installments
         being paid each calendar year thereafter within forty-five (45) days
         following the first business day of such calendar year until all
         scheduled payments have been made.


                                       15
<PAGE>   16
5.3      Disability Benefit. In the event of Disability, a Participant may elect
         to commence immediate distribution of such Participant's Termination
         Benefit in accordance with the form of payment previously elected under
         the current Termination Benefit Dispersal Agreement. For purposes of
         Termination Benefit distribution pursuant to Section 5.3, the last
         business day of the month in which the Disability occurs shall be
         deemed the equivalent of the date on which Termination of Employment
         occurs.

5.4      Death Benefit. Notwithstanding a Participant's election as to form of
         payment pursuant to a Compensation Dispersal Agreement, upon the death
         of such Participant, such Participant's Beneficiary shall be paid a
         single lump sum in an amount equal to the Participant's Account Balance
         as of such Participant's date of death.

5.5      Change in Control. Notwithstanding anything in the Plan to the
         contrary, in the event of an Involuntary Termination of Employment
         within three (3) years following a Change in Control, each
         Participant's Account Balance shall be valued as of the last day of the
         month in which the Involuntary Termination of Employment occurs, and
         shall be paid to such Participant in a lump sum within seven (7) days
         following such valuation date.

5.6      Interim Distribution.

         (a) A Participant may elect, on the Compensation Dispersal Agreement
         for a given Compensation deferral, to have a portion, or all, of such
         Voluntary Deferral, as well as any hypothetical investment gains and
         losses specifically attributable to such deferrals, paid within
         forty-five (45) days following an Interim Distribution Date designated
         by the Participant. Upon deferral, the portion of the Voluntary
         Deferral designated by the Participant to be distributed as an Interim
         Distribution shall be credited to the Interim Distribution Balance.

         (b) The Participant may also elect a "maximum amount" for the Interim
         Distribution. In the event the Interim Distribution Balance relating to
         a given Interim Distribution Date exceeds the specified maximum amount
         at the time specified for distribution, then the excess balance shall
         be credited to the Termination Benefit Balance. Otherwise, the Interim
         Distribution Balance shall be the distribution amount. The Interim
         Distribution shall be measured as of the close of business on the last
         business day of the calendar year preceding the applicable Interim
         Distribution Date.

         (c) Notwithstanding a Participant's election to receive an Interim
         Distribution, the entire Interim Distribution Balance shall be
         distributable upon the occurrence of any event which triggers a
         Termination Benefit distribution (whether lump sum or installments)
         under any other provision of this Article V.


                                       16
<PAGE>   17
5.7      Early Withdrawal. Through an Early Withdrawal prior to Termination of
         Employment, a Participant may elect to have no less than 25% and up to
         all of his Account Balance distributed at any time and for any reason,
         subject to a penalty of 10% of the amount distributed. The penalty
         shall be forfeited to the Company. Such distribution shall be
         determined utilizing the last monthly valuation of the Account Balance
         preceding the desired Early Withdrawal and shall be payable within
         forty-five (45) days of such date. No deferrals shall be made under the
         Plan on behalf of such Participant for the balance of the Plan Year in
         which such election is made or for the following Plan Year. The amount
         of such Early Withdrawal shall be debited to the Participant's
         Termination Benefit Balance until depleted, and then to the Interim
         Distribution Balance (commencing with the Distribution Balance
         sub-account relating to the most distant Interim Distribution Date)
         until depleted.

5.8      Hardship Withdrawal. A Participant may request, in writing to the
         Deferred Compensation Committee, a distribution under the Plan if the
         Participant experiences a financial hardship. A "financial hardship" is
         an unanticipated emergency that is caused by an event beyond the
         control of a Participant and that would result in severe financial
         hardship to the Participant if early withdrawal were not permitted. The
         Deferred Compensation Committee, in its sole discretion, shall
         determine whether a Participant has experienced a financial hardship.
         The amount of any distribution for financial hardship is limited to the
         amount of the severe financial need, which cannot be met with other
         resources of the Participant. The amount of such hardship distribution
         shall be debited to the Participant's Termination Benefit Balance until
         depleted, and then to the Interim Distribution Balance (commencing with
         the Distribution Balance sub-account relating to the most distant
         Interim Distribution Date) until depleted. Such distribution shall be
         determined utilizing the last monthly valuation of the Account Balance
         preceding the Hardship Withdrawal and shall be payable within fifteen
         (15) days following approval of the Hardship Withdrawal by the Deferred
         Compensation Committee.


                                   ARTICLE VI
                                 ADMINISTRATION

6.1      Plan Administration. This Plan shall be administered by the Deferred
         Compensation Committee, which shall have authority to make, amend,
         interpret and enforce all appropriate rules and regulations for the
         administration of this Plan and decide or resolve any and all questions
         including interpretations of this Plan, as may arise in connection with
         the Plan.

6.2      Withholding. Each Participant's respective Employer shall have the
         right to withhold from any payment made under the Plan (or any amount
         deferred into the Plan) any taxes required by law to be withheld in
         respect of such payment (or deferral).


                                       17
<PAGE>   18
6.3      Indemnification. Each Employer shall indemnify and hold harmless each
         employee, officer, or director of such Employer to whom is delegated
         duties, responsibilities, and authority with respect to the Plan
         against all claims, liabilities, fines and penalties, and all expenses
         reasonably incurred by or imposed upon him (including but not limited
         to reasonable attorney fees) which arise as a result of his actions or
         failure to act in connection with the operation and administration of
         the Plan to the extent lawfully allowable and to the extent that such
         claim, liability, fine, penalty, or expense is not paid for by
         liability insurance purchased or paid for by such Employer.
         Notwithstanding the foregoing, an Employer shall not indemnify any
         person for any such amount incurred through any settlement or
         compromise of any action unless such Employer consents in writing to
         such settlement or compromise.

6.4      Expenses. The expenses of administering the Plan shall be paid equally
         by the Participating Employers.

6.5      Delegation of Authority. In the administration of this Plan, the
         Deferred Compensation Committee may, from time to time, employ agents
         and delegate to them such administrative duties as it sees fit, and may
         from time to time consult with legal counsel who may be legal counsel
         to a Participating Employer.

6.6      Binding Decisions or Actions. The decision or action of the Deferred
         Compensation Committee in respect of any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations thereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.


                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

7.1      Amendment and Termination. The Plan is intended to be permanent, but
         the Deferred Compensation Committee may at any time modify, amend, or
         terminate the Plan, provided that such modification, amendment or
         termination shall not cancel, reduce, or otherwise adversely affect the
         amount of benefits of any Participant accrued (and any form of payment
         elected) as of the date of any such modification, amendment, or
         termination, without the consent of the Participant; provided, the
         Deferred Compensation Committee shall be permitted upon Plan
         termination to pay each Participant (without such Participant's
         consent) a lump sum in the amount of such Participant's Account Balance
         as of the date of such Plan termination.

7.2      Constructive Receipt Termination. Notwithstanding anything to the
         contrary in the Plan, if any Participant receives a deficiency notice
         from the United States Internal Revenue Service asserting constructive
         receipt of amounts payable under the Plan, the Deferred

                                       18
<PAGE>   19
         Compensation Committee, in its sole discretion, may terminate the Plan
         or such Participant's participation in the Plan.


                                  ARTICLE VIII
                                     FUNDING

8.1      General Assets. All benefits in respect of a Participant under this
         Plan shall be paid directly from the general funds of such
         Participant's Employer (or former Employer), and no special or separate
         fund shall be established and no other segregation of assets shall be
         made to assure payment. No Participant, Spouse or Beneficiary shall
         have any right, title or interest whatever in or to any investments
         which the Employer may make to aid the Employer in meeting its
         obligation hereunder. Nothing contained in this Plan, and no action
         taken pursuant to its provisions, shall create or be construed to
         create a trust of any kind, or a fiduciary relationship, between an
         Employer and any Employee, Spouse, or Beneficiary. To the extent that
         any person acquires a right to receive payments from an Employer
         hereunder, such rights are no greater than the right of an unsecured
         creditor of such Employer.

8.2      Rabbi Trust. Any Employer may, at its sole discretion, establish a
         grantor trust, commonly known as a Rabbi Trust, as a vehicle for
         accumulating the assets needed to pay the promised benefit, but no
         Employer shall be under any obligation to establish any such trust or
         any other funding vehicle.


                                   ARTICLE IX
                               GENERAL CONDITIONS

9.1      Anti-assignment Rule. No interest of any Participant, Spouse or
         Beneficiary under this Plan and no benefit payable hereunder shall be
         assigned as security for a loan, and any such purported assignment
         shall be null, void and of no effect, nor shall any such interest or
         any such benefit be subject in any manner, either voluntarily or
         involuntarily, to anticipation, sale, transfer, assignment or
         encumbrance by or through any Participant, Spouse or Beneficiary.

9.2      No Legal or Equitable Rights or Interest. No Employee and no other
         person shall have any legal or equitable rights or interest in this
         Plan that are not expressly granted in this Plan. Participation in this
         Plan does not give any person any right to be retained in the service
         of any employer. The right and power of any Employer to dismiss or
         discharge such Employer's Employee is expressly reserved.

9.3      No Employment Contract. Nothing contained herein shall be construed to
         constitute a contract of employment between an Employee and an
         Employer.


                                       19
<PAGE>   20
9.4      Headings. The headings of Sections are included solely for convenience
         of reference, and if there is any conflict between such headings and
         the text of this Plan, the text shall control.

9.5      Invalid or Unenforceable Provisions. If any provision of this Plan
         shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions hereof and the
         Plan shall be construed and enforced as if such provisions, to the
         extent invalid or unenforceable, had not been included. In particular,
         if it shall be held that application of the Code to this Plan would
         cause any payment to be received by a Participant to be taxable in
         advance of the payment schedule elected by Participant, then (a) the
         provision of this Plan causing such advanced taxability shall be
         severed from this Plan and shall have no further force and effect and
         (b) to the extent a Participant has already begun to receive payments,
         then any remaining payments shall be accelerated to coincide with the
         calendar year in which such tax is assessed.

9.6      Governing Law. The laws of the State of New York shall govern the
         construction and administration of the Plan.


                                       20
<PAGE>   21
         IN WITNESS WHEREOF, the following Participating Employers have caused
this Plan to be adopted, effective as of February 10, 1998.



                                  HOMESIDE INTERNATIONAL, INC.
                                  F/K/A HOMESIDE, INC.

                                  By: ______________________________________
                                  Its:  Chairman and Chief Executive Officer

                                  ATTEST: _________________________________


                                       21
<PAGE>   22
SCHEDULE A



FIDELITY CONTRA
FIDELITY MAGELLAN
JANUS
FIDELITY GROWTH & INCOME
INDEPENDENCE ONE EQUITY PLUS
VANGUARD INDEX 500
BRANDYWINE
PBHG GROWTH PBHG
HEARTLAND
DODGE & COX BALANCED
T. ROWE PRICE INTERNATIONAL
VANGUARD INTERNATIONAL
FIDELITY GOVERNMENT SECURITIES
FIDELITY INVESTMENT GRADE BOND
INDEPENDENCE ONE FIXED INCOME
MONEY MARKET FUND

THE AFOREMENTIONED HYPOTHETICAL INVESTMENTS ARE REPLACED BY THE ATTACHED
HYPOTHETICAL INVESTMENTS THAT HAVE BEEN APPROVED BY THE DEFERRED COMPENSATION
COMMITTEE.

                                       22