PLAN OF MERGER


         THIS PLAN OF MERGER (the  "Plan") is made and  entered  into as of this
15th day of February,  2000 by and between  HOMESIDE  HOLDINGS,  INC., a Florida
corporation (the "Merging  Corporation"),  and HOMESIDE LENDING, INC., a Florida
corporation  (the  "Surviving  Corporation").  The Merging  Corporation  and the
Surviving  Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."


                              W I T N E S S E T H:

         WHEREAS, the directors of the Constituent  Corporations have determined
that it would be in the best interest of such  corporations and their respective
shareholders  for the Merging  Corporation  to merge with and into the Surviving
Corporation in accordance with Florida Business Corporation Act.

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
covenants,  agreements,  provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan of
Merger and the mode of carrying the same into effect, as follows:

     1. Merger.  Subject to and on the terms and conditions set forth herein, on
the  Effective  Date (as defined in Section 2 below),  the  Merging  Corporation
shall be merged (the "Merger") with and into the Surviving Corporation, with the
Surviving Corporation remaining the surviving corporation.

     2. Effective Date. The Merger shall become effective upon the filing of the
Articles of Merger with the Florida Department of State (the "Effective Date").


     3. Effect of Merger.  Upon the Effective Date: (a) the Merging  Corporation
and the Surviving Corporation shall become a single corporation and the separate
corporate  existence of the Merging  Corporation  shall cease; (b) the Surviving
Corporation shall succeed to and posses all the rights, privileges,  powers, and
immunities of the Merging  Corporation  which,  together with all of the assets,
properties,   business,  patents,   trademarks,  and  goodwill  of  the  Merging
Corporation,  of every type and description wherever located,  shall vest in the
Surviving  Corporation  without further act or deed; (c) all rights of creditors
and all liens upon any  property of the  Constituent  Corporations  shall remain
unimpaired;  and (d) the name of the  Merging  Corporation  shall  remain and be
HOMESIDE LENDING, INC., without further act or deed.

     4. Articles of Incorporation,  Bylaws,  Officers and Directors of Surviving
Corporation.  Upon the Effective Date: (a) the Articles of  Incorporation of the
Merging  Corporation shall become the Articles of Incorporation of the Surviving
Corporation  until amended in the manner  provided by law; (b) the Bylaws of the
Surviving  Corporation  shall remain and continue as the Bylaws of the Surviving
Corporation  until  amended in the manner  provided by law; and (c) the officers
and  directors  of the  Surviving  Corporation  shall remain and continue as the
officers and directors of the Surviving  Corporation  until their successors are
duly  elected  and  qualified  in the manner  provided  for in the Bylaws of the
Surviving Corporation or by law.

     5. Cancellation of Shares.  Upon the Effective Date, all of the then-issued
and  outstanding  shares of capital  stock of the Merging  Corporation  shall be
automatically  canceled,  without any action on the part of the holder  thereof,
and  converted,  on a  one-for-one  basis,  into  shares of common  stock of the
Surviving Corporation.

     6.  Articles of Merger.  At the closing of the  Merger,  the parties  shall
promptly  execute the Articles of Merger  attached hereto and file the same with
the Florida Department of State.

     7.  Governing  Law.  This Plan of Merger shall be governed and construed in
accordance with the laws of the State of Florida.

     8. Counterparts.  This Plan of Merger may be executed in counterparts, each
of which when so executed shall constitute an original copy hereof,  but both of
which together shall be considered but one and the same document.

         IN WITNESS  WHEREOF,  the parties have  executed this Plan of Merger on
the date first above written.

                                             HOMESIDE HOLDINGS, INC.


                                             By:               /S/
                                                ------------------
                                             Name: Robert J. Jacobs
                                             Title: Vice President


                                             HOMESIDE LENDING, INC.


                                             By:               /S/
                                                ------------------
                                             Name: Robert J. Jacobs
                                             Title: Vice President