TRUST UNDER NAB GROUP - USA DEFERRED COMPENSATION PLAN

     THIS TRUST AGREEMENT, effective as of July 6, 2000, by and between HOMESIDE
LENDING,  INC., a Florida  corporation  (the  "Company")  and SunTrust  Banks of
Florida, Inc., a Florida Corporation (the "Trustee"),

         WITNESSETH THAT:

     WHEREAS,  the Company is an indirect,  wholly-owned  subsidiary of HomeSide
International,  Inc., a Delaware  corporation  formerly known as HomeSide,  Inc.
(the "Parent");

     WHEREAS,  the Parent has  adopted  that  certain  NAB Group - USA  Deferred
Compensation  Plan (the  "Plan"),  for the benefit of certain  employees  of the
Parent, and certain of Parent's  affiliates and subsidiaries,  including certain
employees of the Company, all of whom constitute a select group of management or
highly   compensated   employees   (herein   the   "Employees"   or  the   "Plan
Participants"), effective as of February 10, 1998;

     WHEREAS,  Company has certain  obligations under the terms of the Plan with
respect to the Employees;

     WHEREAS,  Company wishes to establish a trust (hereinafter  called "Trust")
and to contribute to the Trust assets that shall be held therein, subject to the
claims of Company's  creditors in the event of Company's  Insolvency,  as herein
defined,  until paid to the Plan  Participants  and their  beneficiaries in such
manner and at such times as specified in the Plan;

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  Plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement Income Security Act of 1974,
as amended;

     WHEREAS,  it is the intention of Company to make contributions to the Trust
to  provide  itself  with a source of funds to assist it in the  meeting  of its
liabilities under the Plan;

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

         Section 1.        Establishment of Trust.

     (a) Company  hereby  deposits  with  Trustee in trust Ten Dollars  ($10.00)
which  shall  become the  principal  of the Trust to be held,  administered  and
disposed of by Trustee as provided in this Trust Agreement.

     (b) The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor  trust,  of which  Company is the
grantor,  within the  meaning of subpart  E, part I,  subchapter  J,  chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

     (d) The  principal  of the Trust,  and any earnings  thereon  shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan  Participants and general  creditors as herein
set forth.  Plan  Participants and their  beneficiaries  shall have no preferred
claim on, or any beneficial  ownership interest in, any assets of the Trust. Any
rights created under the Plan and this Trust  Agreement  shall be mere unsecured
contractual rights of Plan Participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's  general
creditors under federal and state law in the event of Insolvency,  as defined in
Section 3(a) herein.

     (e) In  addition  to  depositing  the Ten  Dollars  ($10.00)  necessary  to
establish  the initial  principal  of the Trust  pursuant to Section  1(a),  the
Company shall also deposit,  no later than 45 days  following the effective date
of the Trust  Agreement,  an amount which  equates to the funds  deferred  (plus
accrued earnings as provided in the Plan) by the Plan  Participants  pursuant to
the Plan through March 31, 2000. Thereafter, no later than 45 days following the
end of each calendar  quarter,  the Company shall deposit funds  deferred  (plus
accrued earnings as provided in the Plan) by Plan  Participants in such calendar
quarter;  provided,  however,  the Company may instead make periodic deposits of
funds  concurrently  with the deferrals made by Plan  Participants to the extent
Plan  Participants  have selected  investment  options that are authorized Trust
investments.  No later than 45 days  following the end of each calendar year (or
from time to time at the  discretion of the Company in order to assure  adequate
funding of the Trust and proper  crediting  of Plan  Participant  deferrals  and
related earnings),  the Company shall deposit additional funds into the Trust in
an amount  sufficient to pay each Plan  Participant the anticipated  benefits as
provided in the Plan.

         Section 2.        Payment to Plan Participants and Their Beneficiaries.

     (a) Company shall  deliver to Trustee a schedule  (the "Payment  Schedule")
that indicates, with respect to any payment required under the terms of the Plan
or Section 2(c) below,  the amounts payable in respect of each Plan  Participant
(and his or her  beneficiaries),  that provides a formula or other  instructions
acceptable to Trustee for determining the amounts so payable,  the form in which
such amounts are to be paid (as provided for or available  under the Plan),  and
the time of  commencement  for  payment  of such  amounts.  Except as  otherwise
provided herein,  Trustee shall make payments to the Plan Participants and their
beneficiaries in accordance with such Payment  Schedule.  The Company shall make
provision for the reporting and withholding of any federal, state or local taxes
that may be  required  to be  withheld  with  respect to the payment of benefits
pursuant  to the  terms  of the Plan  and  shall  pay  amounts  withheld  to the
appropriate taxing authorities.

     (b) The entitlement of a Plan  Participant or his or her  beneficiaries  to
benefits under the Plan shall be determined by Company or such party as it shall
designate  under the Plan,  and any claim for such benefits  shall be considered
and reviewed under the procedures set out in the Plan.

     (c)  Notwithstanding  the  foregoing  provisions  of  this  Section  2 (and
pursuant to Section 5.7 of the Plan),  each Participant shall receive payment of
such  Participant's  Account  Balance  under  the  Plan  within  six (6)  months
following the occurrence of any event or condition  which,  after the expiration
of any applicable cure or grace period,  gives the holder of any note, debenture
or other  evidence of  indebtedness  (whether now or hereafter  existing) of the
Company  or any of its  subsidiaries,  or any  person  acting  on such  holder's
behalf, the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company or any of its subsidiaries.

     (d) Company may make payment of benefits  directly to Plan  Participants or
their  beneficiaries  as they  become due under the terms of the Plan or Section
2(c) above.  Company  shall  notify  Trustee of its  decision to make payment of
benefits directly prior to the time amounts are payable to Participants or their
beneficiaries.  In addition,  if the  principal  of the Trust,  and any earnings
thereon,  are not sufficient to make payments of benefits in accordance with the
terms of the Plan and Section 2(c) above, Company shall make the balance of each
such payment as it falls due.  Trustee shall notify Company where  principal and
earnings are not sufficient.

          Section  3.  Trustee   Responsibility   Regarding  Payments  to  Trust
     Beneficiary When Company Is Insolvent.

     (a) Trustee shall cease payment of benefits to Plan  Participants and their
beneficiaries  if  the  Company  is  Insolvent.   Company  shall  be  considered
"Insolvent"  for purposes of this Trust  Agreement  if, (i) Company is unable to
pay its  debts  as they  become  due,  (ii)  Company  is  subject  to a  pending
proceeding as a debtor under the United States Bankruptcy Code, or (iii) Company
is determined to be insolvent by the Federal Deposit Insurance Corporation.

     (b) At all times  during the  continuance  of this  Trust,  as  provided in
Section 1(d) hereof,  the  principal and income of the Trust shall be subject to
claims of general  creditors of Company under federal and state law as set forth
below:

                  (1) The Board of Directors and the Chief Executive  Officer of
Company  shall  have  the  duty  to  inform  Trustee  in  writing  of  Company's
Insolvency.  If a person claiming to be a creditor of Company alleges in writing
to Trustee that Company has become  Insolvent,  Trustee shall determine  whether
Company is Insolvent and, pending such determination,  Trustee shall discontinue
payment of  benefits  to Plan  Participants  or their  beneficiaries.  In such a
situation,  The Trustee may ask the Board of Directors  for a resolution  and/or
the Chief Executive  Officer for an affidavit that the Company is not Insolvent.
The  Trustee  may  rely  on  such   resolution  or  affidavit   without  further
investigation  if the  document(s)  unequivocally  state that the Company is not
Insolvent. If the Board of Directors or Chief Executive Officer fails to provide
the  requested  documentation,  the Trustee  may treat the Company as  Insolvent
until clear and  convincing  evidence to the contrary is  available.  Notices of
Insolvency shall be mailed to: Department Manager,  Retirement  Services,  Trust
and Investment Services Group,  SunTrust Bank, 200 S. Orange Avenue,  Suite 800,
Orlando, FL 32802.

                  (2)  Unless   Trustee  has  actual   knowledge   of  Company's
Insolvency,  or has received  notice from  Company or a person  claiming to be a
creditor  alleging  that  Company is  Insolvent,  Trustee  shall have no duty to
inquire  whether  Company is  Insolvent.  Trustee may in all events rely on such
evidence  concerning  Company's solvency as may be furnished to Trustee and that
provides Trustee with a reasonable  basis for making a determination  concerning
Company's solvency.

                  (3) If at any time  Trustee  has  determined  that  Company is
Insolvent,  Trustee shall  discontinue  payments to Plan  Participants  or their
beneficiaries  and  shall  hold the  assets of the  Trust  for the  benefits  of
Company's  general  creditors.  Nothing in this Trust Agreement shall in any way
diminish any rights of Plan Participants or their  beneficiaries to pursue their
rights as general  creditors  of Company  with respect to benefits due under the
Plan or otherwise.

                  (4)  Trustee  shall  resume the  payment of  benefits  to Plan
Participants or their  beneficiaries  in accordance with Section 2 of this Trust
Agreement only after the Trustee receives written notification from the Board of
Directors  or  Chief  Executive  Officer  of the  Company  that  Company  is not
Insolvent.

     (c) Provided that there are sufficient assets, if Trustee  discontinues the
payment  of  benefits  from the  Trust  pursuant  to  Section  3(b)  hereof  and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
Participants or their  beneficiaries  under the terms of the Plan for the period
of such  discontinuance,  less the aggregate amount of any payments made to Plan
Participants or their  beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.

         Section 4.        Payments to Company

     Except  as  provided  in  Section 3  hereof,  after  the  Trust has  become
irrevocable, Company shall have no right or power to direct Trustee to return to
Company or to divert to others any of the Trust  assets  before all  payments of
benefits have been made to Plan Participants and their beneficiaries pursuant to
the terms of the Plans.

         Section 5.        Investment Authority.

     (a) Trustee shall invest in life insurance policies, annuities, any and all
securities or obligations (including stock or rights to acquire stock) including
securities  or  obligations  issued by Company,  as  determined  by the Trustee,
unless otherwise  instructed by the Chief Financial Officer of the Company.  All
rights  associated with assets of the Trust shall be exercised by Trustee or the
person  designated by Trustee,  and shall in no event be  exercisable by or rest
with Plan Participants.

     (b)  Company  may direct the  Trustee  as to the  investment  of any or all
assets held in the Trust  Fund.  The  Trustee  shall not be liable for,  and the
Company shall indemnify and hold the Trustee  harmless  against,  any liability,
loss,  expense,  assessment  or cost  incurred  by the  Trustee  as a result  of
investing any assets of the Trustee in accordance  with the  instructions of the
Company given under this section.

         Section 6.        Disposition of Income.

     During the term of this Trust,  all income  received  by the Trust,  net of
expenses and taxes, shall be accumulated and reinvested.

         Section 7.        Accounting by Trustee.

     Trustee  shall keep  accurate  and  detailed  records  of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including  such  specific  records as shall be agreed  upon in  writing  between
Company and Trustee. Within sixty (60) days following the close of each calendar
year and  within  forty-five  (45) days  after the  removal  or  resignation  of
Trustee,   Trustee   shall   deliver  to  Company  a  written   account  of  the
administration of the Trust during such year or during the period from the close
of the last preceding year to the date of such removal or  resignation,  setting
forth all investments,  receipts,  disbursements and other transactions effected
by it,  including a description of all securities and investments  purchased and
sold with the cost or net proceeds of such purchases or sales (accrued  interest
paid or receivable being shown separately), and showing all cash, securities and
other  property  held in the  Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

         Section 8.        Responsibility of Trustee.

     (a) Trustee shall act with the care,  skill,  prudence and diligence  under
the circumstances  then prevailing that a prudent person acting in like capacity
and familiar  with such matters  would use in the conduct of an  enterprise of a
like character and with like aims, provided,  however,  that Trustee shall incur
no liability to any person for any action taken pursuant to a direction, request
or approval given by Company or an officer of Company which is contemplated  by,
and in  conformity  with,  the  terms of the Plan or this  Trust and is given in
writing  by  Company.  In the event of a dispute  between  Company  and a party,
Trustee may apply to a court of competent jurisdiction to resolve the dispute.

     (b) If Trustee  undertakes or defends any litigation  arising in connection
with this Trust,  Company agrees to indemnify  Trustee against  Trustee's costs,
expenses and liabilities  (including,  without  limitation,  attorneys' fees and
expenses)  relating  thereto  and to be  primarily  liable  for  such  payments,
provided  the  Trustee  shall not be  indemnified  for any  action  taken by the
Trustee  which is in breach of its  duties  and  obligations  under  this  Trust
Agreement.  If Company does not pay such costs,  expenses and  liabilities  in a
reasonably timely manner, Trustee may obtain payment from the Trust.

     (c)  Trustee may consult  with legal  counsel  (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.

     (d) Trustee may hire agents, accountants,  actuaries,  investment advisors,
financial  consultants or other  professionals to assist it in performing any of
its duties or obligations hereunder.

     (e) Trustee shall have, without exclusion, all powers conferred on Trustees
by  applicable  law,  unless  expressly  provided  otherwise  herein,  provided,
however,  that if an insurance policy is held as an asset of the Trust,  Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as  distinct  from  conversion  of the policy to a  different
form) other than to a successor  Trustee,  or to loan to any person the proceeds
of any borrowing against such policy.

     (f) However,  notwithstanding the provisions of Section 8(e) above, Trustee
may loan to Company the proceeds of any borrowing against an insurance policy or
annuity held as an asset of the Trust.

     (g)  Notwithstanding  any powers granted to Trustee  pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the  objective  of  carrying  on a business  and  dividing  the gains
therefrom  within  the  meaning  of  section  301.7701-2  of the  Procedure  and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

         Section 9.        Compensation and Expenses of Trustee.

     Company shall  reimburse  Trustee for any and all  administrative  expenses
actually paid by Trustee.  If not so paid,  such expenses shall be paid from the
Trust.

         Section 10.       Resignation and Removal of Trustee.

     (a)  Trustee  may resign at any time by written  notice to  Company,  which
shall be  effective  forty-five  (45) days after  receipt of such notice  unless
Company and Trustee agree otherwise.

     (b)  Trustee  may be removed by Company on thirty  (30) days notice or upon
shorter notice accepted by Trustee.

     (c) Upon a Change of Control, as defined herein, Trustee may not be removed
by Company for one (1) year.

     (d) If Trustee  resigns  or is removed  within two (2) years of a Change of
Control,  as  defined  herein,  Trustee  shall  select a  successor  Trustee  in
accordance  with the  provisions  of Section 11(b) hereof prior to the effective
date of Trustee's resignation or removal.

     (e) Upon  resignation or removal of Trustee and  appointment of a successor
Trustee,  all assets shall subsequently be transferred to the successor Trustee.
The transfer shall be completed  within thirty (30) days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.

     (f) If Trustee resigns or is removed,  a successor  shall be appointed,  in
accordance  with Section 11 hereof,  by the  effective  date of  resignation  or
removal under paragraphs (a) or (b) of this section.  If no such appointment has
been  made,  Trustee  may  apply  to  a  court  of  competent  jurisdiction  for
appointment  of a  successor  or for  instructions.  All  expenses of Trustee in
connection with the proceeding  shall be allowed as  administrative  expenses of
the Trust.

         Section 11.       Appointment of Successor.

     (a) If Trustee  resigns or is removed in  accordance  with Section 10(a) or
(b) hereof,  Trustee may appoint any third party, including but not limited to a
bank trust  department  or other  party that may be  granted  corporate  trustee
powers under state law, as a successor to replace  Trustee upon  resignation  or
removal.  The appointment shall be effective when accepted in writing by the new
Trustee,  who shall have all of the  rights  and  powers of the former  Trustee,
including ownership rights in the Trust assets. The former Trustee shall execute
any  instruments  necessary or reasonably  requested by Company or the successor
Trustee to evidence the transfer.

     (b) If Trustee resigns or is removed  pursuant to the provisions of Section
10(d)  hereof and  selects a  successor  Trustee,  Trustee may appoint any third
party,  including but not limited to a bank trust department or other party that
may be granted  corporate  trustee powers under state law. The  appointment of a
successor  Trustee  shall be  effective  when  accepted  in  writing  by the new
Trustee.  The new  Trustee  shall  have all the  rights and powers of the former
Trustee,  including  ownership rights in Trust assets.  The former Trustee shall
execute any  instruments  necessary or  reasonably  requested  by the  successor
Trustee to evidence the transfer.

     (c) The  successor  Trustee  need not  examine  the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for, and
Company  shall  indemnify and defend the  successor  Trustee from,  any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
Trustee.

         Section 12.       Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company.  Notwithstanding  the  foregoing,  no such  amendment  will
conflict with the terms of the Plan or shall make the Trust  revocable  after it
has become irrevocable in accordance with Section 1(b) hereof.

     (b) The Trust shall not terminate until the date on which Plan Participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms
of the Plans.  Upon  termination of the Trust any assets  remaining in the Trust
shall be returned to the Company.

     (c) Upon written approval of the Participants or beneficiaries  entitled to
payment of benefits  pursuant to the terms of the Plans,  Company may  terminate
this Trust prior to the time all benefit payments under the Plan have been made.
All assets in the Trust at termination shall be returned to Company.

         Section 13.       Miscellaneous.

     (a) The Company  shall  indemnify  the Trustee for any costs,  expenses and
liabilities  (including,  without  limitation,  attorneys'  fees  and  expenses)
incurred by the Trustee as a result of a breach by the Company of its duties and
obligations under this Trust Agreement.  The Trustee shall indemnify the Company
for  any  costs,  expenses  and  liabilities  (including,   without  limitation,
attorneys' fees and expenses) incurred by the Company as a result of a breach by
the Trustee of its duties and obligations under this Trust Agreement.

     (b) Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

     (c) Benefits  payable to Plan  Participants and their  beneficiaries  under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

     (d) This Trust  Agreement  shall be governed by and construed in accordance
with the laws of New York.

     (e) For purposes of this Trust, Change of Control shall mean:

          (i)  individuals  who,  on the date  hereof  (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 be an Incumbent Director;

          (ii) 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
     subparagraph  (ii)  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 an 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 paragraph  (iii) 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 (ii);

          (iii) 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 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");

          (iv)  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

          (v) 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.

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

         Section 14.       Effective Date.

          The effective date of this Trust Agreement shall be July 6, 2000.

          IN  WITNESS  WHEREOF,  the  foregoing  Trust  Agreement  has been duly
     executed by the Company and the Trustee.

SunTrust Banks of Florida, Inc.                    HOMESIDE LENDING, INC.

By: _______________________________                By: ________________________
     Print Name:                                   Print Name:  Joe K. Pickett

Title:_____________________________                Print Title: Chairman