AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                             HOMESIDE LENDING, INC.

     1. The  name of the  corporation  is  HomeSide  Lending,  Inc.,  a  Florida
corporation (the "Corporation").

     2. This restatement contains amendments requiring  shareholder approval and
was approved and adopted by the sole  shareholder of the Corporation on March 7,
2000.

     3.  The  duly  adopted  Amended  and  Restated  Articles  of  Incorporation
supersede the original Articles of Incorporation and all amendments to them.

     4. The Articles of  Incorporation of the Corporation are hereby amended and
restated in their entirety to read as follows:

                                   "ARTICLE I

                             NAME, PRINCIPAL OFFICE,

                     REGISTERED OFFICE AND REGISTERED AGENT

     1.1 Name.  The name of this  corporation  is HomeSide  Lending,  Inc.  (the
"Corporation").

     1.2 Offices.  The principal  office and mailing  address of the Corporation
is:

                           7301 Baymeadows Way
                           Jacksonville, Florida  32256

The  Corporation  may also have,  maintain and operate other offices as shall be
proper or advisable in the  discretion  of the officers or Board of Directors of
the Corporation.

Prepared by G. Alan Howard, Esq.
50 North Laura Street, Suite 2750
Jacksonville, Florida  32202
Florida Bar No. 0629091


<PAGE>


     1.3 Registered Agent. The registered office of the Corporation shall be at:


                           7301 Baymeadows Way
                           Jacksonville, Florida  32256

     The name of the registered  agent of the  Corporation is Marilyn Lea at the
above address.

                                   ARTICLE II

                                    PURPOSES

     2.1 Purposes. The purposes for which the Corporation is organized are:


     To engage in any or all lawful  business  purposes or enterprises for which
corporations  may be organized under the Florida  Business  Corporation Act, and
which  the  Board  of  Directors  may deem to be in the  best  interests  of the
Corporation,  and to do all other things  deemed by the Board of Directors to be
necessary or desirable in connection with any of the Corporation's business.

                                   ARTICLE III

                                AUTHORIZED STOCK

     3.1 Number and  Designation.  The  Corporation  shall have the authority to
issue One Hundred (100) shares of Common Stock, par value $1.00 per share.

     3.2 Preemptive Rights. No holder of capital stock of the Corporation of any
class shall have any preemptive right to subscribe to or purchase (i) any shares
of capital stock of this Corporation,  (ii) any securities convertible into such
shares or, or (iii) any options,  warrants or rights to purchase  such shares or
securities convertible into any such shares.

     3.3 Voting Rights.  The holders of Common Stock shall have unlimited voting
rights and are  entitled  to  receive  the net  assets of the  Corporation  upon
liquidation, dissolution or winding up of the affairs of the Corporation.

                                   ARTICLE IV

                                    DIRECTORS

     The  number of the  Directors  of this  Corporation  shall be not less than
three  (3)  nor  more  than  fifteen  (15)  as  fixed  from  time to time by the
provisions of the By-Laws.


<PAGE>


                                    ARTICLE V

                     LIMIT ON LIABILITY AND INDEMNIFICATION

     5.1 The Corporation  shall indemnify any person who has or is a party or is
threatened to be made a party to any threatened,  pending,  or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact that he is or was a Director or officer of the  Corporation  or served,  at
the  written  request of the  President  of the  Corporation,  as a Director  or
officer of another  corporation  (all of whom are  hereinafter  in this  Article
referred to in the aggregate as "indemnified  persons" and in the singular as an
indemnified  person")  against  expenses  (including  attorneys'  fees except as
otherwise  state in Section 5.3 of this Article),  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such action,  suit or  proceeding,  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit, or proceeding by a judgment,  order,  settlement,  adjudication or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

     5.2. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the  Corporation  to procure a judgment  in its favor
against  expenses  (including  attorneys'  fees  except as  otherwise  stated in
Section 5.3 of this  Article)  actually  and  reasonably  incurred by him in the
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation,  and except that no indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to the  Corporation  unless  and only to the  extent  that the court in
which such action or suit was brought shall  determine  upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnify for such
expenses which such court shall deem proper.

     5.3. The Corporation  will be entitled to participate at its own expense in
the defense  and, if it so elects,  to assume the defense of any claim,  action,
suit or  proceeding.  If the  Corporation  elects to assume  the  defense,  such
defense  shall be  conducted by counsel of good  standing,  chosen by it. In the
event the  Corporation  elects to assume the defense of any such claim,  action,
suit or proceeding and retain such counsel,  the indemnified  persons shall bear
the fees and expense of any additional counsel retained by them unless there are
conflicting  interests as between the Corporation  and the  indemnified  persons
that are for valid reasons objected to in writing by the indemnified persons.

     5.4. In discharging  his duty to the  Corporation,  an indemnified  person,
when acting in good faith, may rely upon financial statements of the Corporation
represented to him to be correct by the officer of the Corporation having charge
of its books of accounts, or stated in a written report by an independent public
or certified public accountant or firm of such accountants fairly to reflect the
financial condition of such Corporation.

     5.5. Any  indemnification  under this Article V (unless ordered by a court)
shall be made only as authorized in the specific case upon a  determination  (1)
by the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action,  suit or proceeding,  or (2) if such quorum
is not  obtainable,  or even  if  obtainable,  when a  quorum  of  disinterested
Directors so directs, by independent legal counsel in a written opinion that the
indemnified  person has met the standards of conduct set forth in this Article V
or (3) by the stockholder or stockholders.

     5.6.  Expenses  incurred in defending a civil or criminal  action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or  proceeding as authorized by the Board of Directors in the
manner  provided in Section 5.5 of this Article V upon receipt of an undertaking
by or on behalf of the  indemnified  person to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation as authorized in this Article V.

     5.7.  The  indemnification  provided by this  Article V shall not be deemed
exclusive  of any other rights to which any  indemnified  person may be entitled
under  any  agreement,  vote  of  stockholders  or  disinterested  Directors  or
otherwise,  both as to action in his  official  capacity and as to the action in
another capacity while holding such office and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     5.8. The Board of Directors  shall have power on behalf of the  Corporation
to grant  indemnification to any person other than an indemnified person to such
extent  as the  Board in its  discretion  may from  time to time and at any time
determine,  but in no event  to  exceed  the  indemnification  provided  by this
Article V.

     5.9. If any part of this Article V shall be found,  in any action,  suit or
proceeding,  to be invalid or  ineffective,  the  validity and the effect of the
remaining parts shall not be affected.

     5.10. Contractual Nature of Indemnification Obligations. The obligations of
the  Corporation to provide  indemnification  and  advancement of expenses under
this  Article V are,  and are  intended  by the  Corporation  to be treated  as,
contractual  obligations owed by the Corporation to, and contractual  rights of,
all such present and former  Directors,  officers,  employees  and agents of the
Corporation  who satisfy the  requirements  set forth in this  Article V for the
receipt of indemnification or the advancement of expenses,  and such obligations
and rights shall be enforceable by all such persons against the Corporation.

     5.11. No Repeal or Retroactive Amendment.  Notwithstanding  anything herein
to the contrary,  the provisions of this Article V may not be repealed,  amended
or  altered in any way that  would  impair or  diminish  the  obligation  of the
Corporation to provide, or the rights of present and former Directors, officers,
employees  and  agents  of  the  Corporation  to  receive,  indemnification  and
advancement  of expenses  pursuant to this  Article V in  connection  with or in
relation to any act,  inaction or other event, or alleged act, inaction or other
event, occurring before the time of such repeal, amendment or alteration.

                                   ARTICLE VI

                                    AMENDMENT

     As to each voting group  entitled to vote on an amendment or restatement of
these Articles of Incorporation, the vote required for approval shall be (i) the
vote required by the terms of these Articles of Incorporation,  as amended or as
restated from time to time, if such terms  specifically  require the approval of
more than a majority  of the votes  entitled  to be cast  thereon by such voting
group;  or (ii) if clause (i) of this Article is not  applicable,  a majority of
the votes entitled to be cast thereon.

                                   ARTICLE VII

                                      TERM

         The term of the Corporation is perpetual.

         IN  WITNESS   WHEREOF,   the  undersigned   officer  of  the  aforesaid
Corporation has executed these Articles of Amendment and Restatement as of March
7, 2000.

                                            HOMESIDE LENDING, INC.




                             By:      /s/
                                      Robert J. Jacobs

                                      Executive Vice President, General Counsel
                                      and Secretary


<PAGE>


                          REGISTERED AGENT CERTIFICATE

         In pursuance of the Florida Business Corporations Act, the following is
submitted, in compliance with said statute:

         That HomeSide Lending, Inc., which has been organized under the laws of
the State of Florida,  with its registered  office, as indicated in the Articles
of Incorporation at the City of Jacksonville, County of Duval, State of Florida,
has named Marilyn Lea,  located at said  registered  office,  as its  registered
agent to accept service of process and perform such other duties as are required
in the State.

                                 ACKNOWLEDGMENT

         Having been named to accept  service of process and serve as registered
agent  for  the  above-stated  Corporation,  at the  place  designated  in  this
Certificate, the undersigned hereby accepts to act in this capacity, is familiar
with ss. 617.0501,  Florida Statutes, and agrees to comply with the provision of
said statute relative in keeping open said office.

         DATED this 7th day of March, 2000.
                                                     /s/
                                                     Marilyn Lea