HOMESIDE LENDING, INC.
                            LONG TERM INCENTIVE PLAN





                     PORTIONS OF THIS DOCUMENT INDICATED BY
                                  "* * * * *"
                         HAVE BEEN REDACTED PURSUANT TO
                      A REQUEST FOR CONFIDENTIAL TREATMENT
               FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


<PAGE>






                             HOMESIDE LENDING, INC.
                            LONG TERM INCENTIVE PLAN



     THIS  INDENTURE  made as of the  16th  day of  November,  1999 by  HOMESIDE
LENDING,  INC., a corporation  duly organized and existing under the laws of the
State of Florida  (hereinafter called the "Plan Sponsor") and NATIONAL AUSTRALIA
BANK  LIMITED,  a company  incorporated  under the laws of  Victoria,  Australia
(hereinafter called the "Parent");


W I T N E S S E T H:


     WHEREAS,  the Plan  Sponsor  desires to  encourage  and retain  certain key
employees to achieve performance targets specified in this plan in order to grow
the HomeSide business and increase shareholder value;

     WHEREAS,  the plan herein  embodied is intended to be a plan  described  in
Section  301(a)(3) of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA");

     NOW,  THEREFORE,  the Plan  Sponsor  does  hereby  establish  the  HomeSide
Lending,  Inc. Long Term  Incentive  Plan (the "Plan"),  effective as October 1,
1999, to read as follows:

                HOMESIDE LENDING, INC. LONG TERM INCENTIVE PLAN


                                                                            Page

SECTION 1         DEFINITIONS................................................1
SECTION 2         ELIGIBILITY................................................4
SECTION 3         U.S. PEFORMANCE TARGETS....................................5
SECTION 4         HOMESIDE AUSTRALIA PROJECT.................................6
SECTION 5         PAYMENT OF AWARDS..........................................7
SECTION 6         ADMINISTRATION OF THE PLAN.................................9
SECTION 7         CLAIM REVIEW PROCEDURE....................................11
SECTION 8         LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                  INCOMPETENT DISTRIBUTEES AND UNCLAIMED PAYMENTS...........13
SECTION 9         LIMITATION OF RIGHTS......................................14
SECTION 10        AMENDMENT TO OR TERMINATION OF THE PLAN...................15
SECTION 11        MISCELLANEOUS.............................................16





<PAGE>




                                   SECTION 1
                                  DEFINITIONS

     Wherever used herein,  the masculine pronoun shall be deemed to include the
feminine,  and the  singular to include the plural,  unless the context  clearly
indicates otherwise and the following words and phrases shall, when used herein,
have the meanings set forth below:

     1.1.  "Australia  Performance  Targets"  means those  targets  described in
Section 4.

     1.2. "Award" means each  Participant's  individual  allocation of the total
amount  available for payment under the Plan upon  satisfaction  of  performance
targets.

     1.3.  "Beneficiary" means the person or trust that a Participant designated
most recently in writing to the Plan Committee;  provided,  however, that if the
Participant has failed to make a designation,  no person designated is alive, no
trust has been established,  or no successor Beneficiary has been designated who
is alive, the term "Beneficiary" means (a) the Participant's spouse or (b) if no
spouse is alive, the Participant's surviving children, or (c) if no children are
alive, the  Participant's  parent or parents,  or (d) if no parent is alive, the
legal representative of the deceased Participant's estate.

     1.4. "Board of Directors" means the Board of Directors of the Plan Sponsor.

     1.5. "Cause" shall mean only:

          (i) the willful and continued  failure (not resulting from disability)
     by the individual to perform substantially the individual's duties with The
     Plan Sponsor after a demand for substantial performance is delivered to the
     individual  by the board of  directors  of the Plan Sponsor or the board of
     directors of Parent which  specifically  identifies the manner in which the
     board  of  directors  of  Parent  believes  that  the  individual  has  not
     substantially performed the individual's duties of employment

          (ii) gross  negligence or willful  misconduct by the individual in the
     execution of the individual's  duties, which is materially injurious to the
     Plan Sponsor;

          (iii)  conviction of the individual of, or a plea in a court of law by
     the  individual  of no contest or guilty  to, or  written  admission  to, a
     criminal charge which constitutes a felony;

          (iv) use by the  individual  of alcohol  or drugs or other  controlled
     substances which interferes with the performance of the individual's duties
     or which compromises,  or could compromise, the integrity and reputation of
     the Plan  Sponsor or Parent,  their  affiliates,  their  employees or their
     products;

          (v) willful breach by the individual of a material policy,  program or
     rule of the Plan  Sponsor or the Parent.

          No  act,  or  failure  to  act,  on the  individual's  part  shall  be
     considered  "willful" unless done, or omitted to be done, by the individual
     in bad faith and without reasonable belief that such action or omission was
     in, or not  opposed  to,  the best  interests  of the Plan  Sponsor  or the
     Parent.  Any act, or failure to act, based upon authority given pursuant to
     a  resolution  duly  adopted  by the Plan  Sponsor  or Parent or based upon
     written  advice  of  counsel  for the  Plan  Sponsor  or  Parent  shall  be
     conclusively  presumed to be done, or omitted to be done, by the individual
     in good faith and in the best interests of the Plan Sponsor.

     1.6. "Code" means the Internal Revenue Code of 1986, as amended.

     1.7.  "Disability"  means a  disability  such that in the sole  opinion  of
Parent (determined in good faith) renders the Participant  incapable of properly
performing  services under the individual's  employment  agreement with the Plan
Sponsor for the remainder of the Plan Period.

     1.8.   "Good  Reason"  shall  exist  upon  the   occurrence,   without  the
individual's express written consent, of any of the following events:

          (i) the Plan Sponsor assigns to the individual  full-time  duties of a
     substantially non executive or non managerial nature;

          (ii) only where the individual has a written employment  contract with
     the Plan Sponsor, a material adverse change in the individual's position as
     an executive officer of the Plan Sponsor including,  without limitation, an
     adverse  change in the  individual's  position as a result of a significant
     diminution in the individual's duties and responsibilities;

          (iii) the Plan Sponsor  materially reduces the salary or adversely (to
     the  individual)  affects  the  method of  calculation  of  bonuses  of the
     individual or materially reduces the individuals benefits and perquisites;

          (iv) where a written  employment  agreement  exists  between  the Plan
     Sponsor and an individual,  the Plan Sponsor  defaults in performing any of
     its material  obligations  contained in the individual's written employment
     agreement; or

          (v) where a  written  employment  agreement  exists  between  the Plan
     Sponsor and an  individual,  the Plan Sponsor  requires the  individual  to
     relocate the  individual's  principal office beyond a radius of fifty miles
     from the individual's office as at the date of this indenture.

          "Good Reason" shall not exist until after the individual has given the
     chairman of the Board of  Directors  written  notice (the  "Notice") of the
     applicable  event  within  90 days of such  event  and  such  event  is not
     remedied   within  30  days  after  receipt  of  the  Notice   specifically
     delineating such claimed event and setting forth the individual's intention
     to terminate  employment if not remedied;  provided,  that if the specified
     event cannot  reasonably be remedied within such 30-day period and the Plan
     Sponsor commences reasonable steps within such 30-day period to remedy such
     event and  diligently  continues  such steps  thereafter  until a remedy is
     effected,  such event shall not constitute "Good Reason" provided that such
     event is remedied within 60 days after receipt of the Notice.

     1.9.  "Participant" means those executives designated in Section 2 who have
been  determined  by the Plan  Committee  to be a member of a  "select  group of
management  and  highly  compensated  employees,"  within  the  meaning of ERISA
Section 301(a)(3).

     1.10. "Plan Committee" means a committee  consisting of the Chairman of the
Board of  Directors  and Chief  Executive  Officer of the Plan  Sponsor  and the
Managing Director of National Australia Bank Limited.

     1.11. "Plan Period" means the period beginning on March 31, 1998 and ending
on March 31,  2001.  If the Total  Award  Pool has not been  earned by March 31,
2001, the Plan Period will extend to March 31, 2002.

     1.12.  "Total  Award Pool" means US$ 15 million,  divided as  specified  in
Section 3.1 and 4.1.

     1.13. "US Performance Targets" means those targets described in Section 3.

                                   SECTION 2
                                  ELIGIBILITY

     2.1. Only the following  designated  executives will be Participants  under
the Plan:

                                   * * * * *

     2.2. For certain purposes, the Participants will be designated as either in
Group 1, Group 2, or Group 3. The only  persons  entitled  to know which group a
Participant  is in are the Plan  Committee and those  persons  designated by the
Plan Committee.

                                   SECTION 3
                            U.S. PERFORMANCE TARGETS

     3.1. The portion of the Total Award Pool which is based on U.S. Performance
Targets will be US$ ***** million, subject to Section 4.4.

     3.2. The portion of the Total Award Pool that is based on U.S.  Performance
Targets will accrue annually based on the following formula:

                                   * * * * *

     3.3. Construction.

                                   * * * * *


     3.4. The following table sets out the maximum  cumulative  accrual for each
year during the Plan Period based on U.S. Performance Targets:


                                   * * * * *

                                   SECTION 4
                           HOMESIDE AUSTRALIA PROJECT

     4.1.  The  portion of the Total  Award Pool which is based on the  HomeSide
Australia Project will be US$ * * * * * million, to be payable after achievement
of performance  targets and as soon as practicable after March 31, 2001, but not
later than May 15, 2001

          (a) Individual Performance Targets and Accruals
                                   * * * * *

     4.2.  The Plan  Committee  will  determine  whether  the above  performance
targets have been met. If the Plan Committee  fails to  unanimously  agree as to
satisfaction of a performance target the matter will be referred to arbitration.
The accrual for each  performance  target will be pro-rated for performance that
falls between the above levels.

     4.3. Variations to the operating plan which are imposed by Parent which are
materially  adverse to the achievement of any of the performance  targets of the
HomeSide  Australia  Project,  will result in a reassessment  of the performance
target by the Plan Committee.  In circumstances where unanimous agreement cannot
be reached by the Plan Committee on a reassessed performance target, the accrual
based on Section 3 will  increase  by a maximum  amount of US$ * * * * * million
(less any amount already accrued based on this Section 4). This accrual increase
will be  applied  on a pro rata  basis to each year of the Plan  Period and will
accrue and be payable based upon the achievement of US Performance Targets.



                                   SECTION 5
                               PAYMENT OF AWARDS

     5.1. Payment at end of Plan Period.  Payment of a Participant's  Award will
ordinarily be made on May 15, 2001 if the  Participant  is still employed by the
Plan  Sponsor on March 31,  2001.  To the extent  that any  portion of the Total
Award Pool has not been earned at March 31,  2001,  the  remainder  of the Total
Award Pool will be paid by May 15, 2002 to those  Participant's who are employed
by the Plan Sponsor on March 31, 2002. Each Participant's  Award will be decided
by the Plan Committee in accordance with Section 6.4.

     5.2.  Payment  on  Death.  In  the  event  that  a  Participant  terminates
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's  death, payment of the Participant's Award will be made to the
Participant's Beneficiary or estate for work performed to the date of death. The
amount of the Award shall be determined by the Plan Committee in accordance with
Section 6.4.

     5.3.  Payment on  Disability.  In the event that a  Participant  terminates
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's Disability, payment of the Participant's Award will be made to
the  Participant for work performed to the date of termination of employment due
to Disability. The amount of the Award shall be determined by the Plan Committee
in accordance with Section 6.4.

     5.4.  Payment on  Retirement.  In the event that a  Participant  terminates
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's  retirement  (determined in accordance with the Plan Sponsor's
then existing policies for determining the timing of an executive's retirement),
payment  of the  Participant's  Award will be made to the  Participant  for work
performed to the date of retirement. The amount of the Award shall be determined
by the Plan Committee in accordance with Section 6.4.

     5.5. Payment on Termination  other than Termination for Cause. In the event
that a  Participant's  employment is terminated by the Plan Sponsor prior to the
end of the Plan  Period  for  reasons  other  than  Cause,  full  payment of the
Participant's  Award  shall  be made  and  will  be paid at the end of the  Plan
Period.  The amount of the Award shall be  determined  by the Plan  Committee in
accordance with Section 6.4.

     5.6. Payment on Resignation by Participant. In the event that a Participant
resigns his employment with the Plan Sponsor prior to the end of the Plan Period
for reasons which do not constitute Good Reason,  the  Participant  shall not be
entitled to payment of the Participant's  Award. In the event that a Participant
resigns his employment  with the Plan Sponsor for reasons which  constitute Good
Reason, full payment of the Participant's Award will be made and will be paid at
the end of the Plan Period.  The amount of the Award shall be  determined by the
Plan Committee in accordance with Section 6.4.

     5.7. Transfers. In the event of transfer out of the Plan Sponsor to another
part of the National  Australia  Bank Group prior to the end of the Plan Period,
as a minimum,  payment will be made to the  individual for work performed to the
date of  transfer,  but the actual Award will be based on the  circumstances  of
each situation and will be determined by the Plan  Committee in accordance  with
Section  6.4.  After the transfer  the  individual  will cease to be entitled to
participate in the Plan.

     5.8.  Leave of Absence.  In the event of that a Participant  has a leave of
absence during the Plan Period, as a minimum, eligibility for Award payment will
cover work performed to the date of leave and after return from leave  (assuming
the return  from leave  occurs  during the Plan  Period).  The actual  amount of
payment will be determined by the Plan Committee in accordance with Section 6.4.

                                   SECTION 6
                           ADMINISTRATION OF THE PLAN

     6.1.  Operation of the Plan  Committee.  The members of the Plan  Committee
shall be as described in Section 1.10.

     6.2. Duties of the Plan Committee.

          (a) The Plan  Committee  shall  determine  the making of all  payments
     under the terms of the Plan.

          (b) The Plan Committee  shall from time to time establish  rules,  not
     contrary to the provisions of the Plan, for the  administration of the Plan
     and the transaction of its business.  All elections and designations  under
     the Plan by a Participant or Beneficiary  shall be made on forms prescribed
     by  the  Plan  Committee.  The  Plan  Committee  shall  have  discretionary
     authority  to  construe  the  terms  of the Plan and  shall  determine  all
     questions arising in the administration,  interpretation and application of
     the Plan, including,  but not limited to, those concerning  eligibility for
     benefits and it shall not act so as to discriminate in favor of any person.
     All determinations of the Plan Committee shall be conclusive and binding on
     all Participants and  Beneficiaries,  subject to the provisions of the Plan
     and subject to applicable law.

          (c) The Plan Committee shall furnish  Participants  and  Beneficiaries
     with all  disclosures  now or hereafter  required by ERISA or the Code. The
     Plan Committee shall file, as required, the various reports and disclosures
     concerning  the Plan and its  operations  as  required  by ERISA and by the
     Code, and shall be solely  responsible for establishing and maintaining all
     records of the Plan.

          (d) The  statement  of specific  duties for a Plan  Committee  in this
     Section is not in derogation of any other duties which a Plan Committee has
     under the provisions of the Plan or under applicable law.

     6.3. Action by the Plan Sponsor. Any action to be taken by the Plan Sponsor
shall be taken by resolution or written  direction  duly adopted by the Board of
Directors or appropriate governing body, as the case may be; provided,  however,
that by such  resolution  or  written  direction,  the  Board  of  Directors  or
appropriate  governing  body, as the case may be, may delegate to any officer or
other  appropriate  person of the Plan  Sponsor the  authority  to take any such
actions as may be specified in such resolution or written direction,  other than
the power to amend, modify or terminate the Plan.

     6.4.  Determining  Quantums  of  Payment.  The Plan  Committee  shall  make
determinations  as  to  the  amount  of  a  Participant's  payment  as  follows.
Determination of payment amounts for those Participants in Group 1 shall be made
solely by the Managing Director of Parent.  Determination of payment amounts for
those  Participants  in Group 2 shall be made by the  Chairman  of the  Board of
Directors  and Chief  Executive  Officer of the Plan Sponsor and approved by the
Managing  Director  of  Parent.  Determination  of  payment  amounts  for  those
Participants  in Group 3 shall be made  solely by the  Chairman  of the Board of
Directors and Chief Executive Officer of the Plan Sponsor.  Determination of the
payment  amounts for those  Participants  who are entitled to payment because of
events  described  in Section 5.2 to 5.7 will be  determined  at the time of the
event.

                                   SECTION 7
                             CLAIM REVIEW PROCEDURE

     7.1. In the event that a Participant  or  Beneficiary is denied a claim for
benefits  under the Plan,  the Plan  Committee  shall  provide to such  claimant
written notice of the denial which shall set forth:

          (a) the specific reasons for the denial;

          (b) specific  references  to the  pertinent  provisions of the Plan on
     which the denial is based;

(c)  a description of any additional  material or information  necessary for the
     claimant to perfect the claim and an  explanation  of why such  material or
     information is necessary; and

          (d) an explanation of the Plan's claim review procedure.

     7.2. After receiving written notice of the denial of a claim, a claimant or
his representative may:

          (a)  request  a full  and  fair  review  of  such  denial  by  written
     application to the Plan Committee;

          (b) review pertinent documents; and

          (c) submit issues and comments in writing to the Plan Committee.

     7.3. If the claimant wishes such a review of the decision denying his claim
to benefits under the Plan, he must submit such written  application to the Plan
Committee within sixty (60) days after receiving written notice of the denial.

     7.4. Upon receiving such written application for review, the Plan Committee
may schedule a hearing for purposes of reviewing  the  claimant's  claim,  which
hearing  shall take place not more than  thirty (30) days from the date on which
the Plan Committee received such written application for review.

     7.5. At least ten (10) days prior to the  scheduled  hearing,  the claimant
and his  representative  designated  in writing by him,  if any,  shall  receive
written  notice of the date,  time,  and place of such  scheduled  hearing.  The
claimant  or his  representative,  if any,  may  request  that  the  hearing  be
rescheduled,  for his  convenience,  on  another  reasonable  date or at another
reasonable time or place.

     7.6. All claimants  requesting a review of the decision denying their claim
for benefits may employ counsel for purposes of the hearing.

     7.7.  No later than sixty (60) days  following  the  receipt of the written
application  for review,  the Plan  Committee  shall  submit its decision on the
review in writing to the claimant  involved and to his  representative,  if any;
provided,  however,  a decision  on the  written  application  for review may be
extended,  in the event special circumstances such as the need to hold a hearing
require an  extension of time,  to a day no later than one hundred  twenty (120)
days  after the date of receipt  of the  written  application  for  review.  The
decision shall include specific reasons for the decision and specific references
to the pertinent provisions of the Plan on which the decision is based.

                                   SECTION 8
                 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                INCOMPETENT DISTRIBUTEES AND UNCLAIMED PAYMENTS

     8.1. No benefit  which shall be payable  under the Plan to any person shall
be  subject  in  any  manner  to  anticipation,   alienation,   sale,  transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate,  sell, transfer,  assign, pledge, encumber or charge the same shall be
void;  and no such benefit shall in any manner be liable for, or subject to, the
debts, contracts, liabilities,  engagements or torts of any person, nor shall it
be subject to attachment or legal process for, or against,  such person, and the
same shall not be  recognized  under the Plan,  except to such  extent as may be
required by law.

     8.2.  If any person who shall be  entitled  to any  benefit  under the Plan
shall become bankrupt or shall attempt to anticipate,  alienate, sell, transfer,
assign, pledge, encumber or charge such benefit under the Plan, then the payment
of any such benefit in the event a  Participant  or  Beneficiary  is entitled to
payment shall, in the discretion of the Plan Committee,  cease and terminate and
in that event the Plan  Committee  shall  apply the same for the benefit of such
person, his spouse, children, other dependents or any of them in such manner and
in such proportion as the Plan Committee shall determine.

     8.3.  Whenever any benefit  which shall be payable  under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined to be
incompetent by qualified medical advice, the Plan Committee need not require the
appointment  of a guardian or  custodian,  but shall be  authorized to cause the
same to be paid over to the person having custody of such minor or  incompetent,
or to  cause  the  same to be paid to such  minor  or  incompetent  without  the
intervention  of a guardian or  custodian,  or to cause the same to be paid to a
legal  guardian  or  custodian  of such  minor  or  incompetent  if one has been
appointed  or to  cause  the same to be used for the  benefit  of such  minor or
incompetent.

                                   SECTION 9
                              LIMITATION OF RIGHTS

     Participation in the Plan shall not give any Participant any right or claim
except to the extent  that such right is  specifically  fixed under the terms of
the  Plan.  The  adoption  of the  Plan  shall  not be  construed  to  give  any
Participant  a right to be  continued  in the  employ of the Plan  Sponsor or as
interfering  with the right of the Plan Sponsor to terminate  the  employment of
any Participant at any time.

                                   SECTION 10
                    AMENDMENT TO OR TERMINATION OF THE PLAN

     The Plan  Sponsor  reserves  the  right at any time to  modify  or amend or
terminate the Plan, with the prior written  approval of the Plan  Committee.  No
such modifications or amendments shall have the effect of retroactively changing
or depriving  Participants or  Beneficiaries of rights already accrued under the
Plan.

                                   SECTION 11
                                 MISCELLANEOUS

     11.1.  All payments  provided under the Plan shall be paid from the general
assets of the Plan Sponsor and no separate fund shall be  established  to secure
payment.

     11.2. The Plan Sponsor shall  withhold from any benefits  payable under the
Plan all federal,  state and local  income  taxes or other taxes  required to be
withheld pursuant to applicable law.

     11.3. To the extent not preempted by applicable federal law, the Plan shall
be  governed  by and  construed  in  accordance  with the  laws of the  State of
Florida.

     11.4.  Plan  Participants  will  be  required  to  sign  a  confidentiality
undertaking  (see Appendix A) in relation to the operation of the Plan and their
participation  therein.   Failure  to  abide  by  the  specific  confidentiality
undertaking could result in termination of the Participant's employment.

     11.5. In the event of the sale of Parent and/or the Plan Sponsor, the total
amount  available  under the Plan will be deemed fully earned and will be vested
upon the sale.  Payment  date will be at the time of  settlement,  but not later
than May 15, 2001.

     11.6.  In the event of the  winding up of the Plan  Sponsor  related to its
performance  or operations,  Participants  will be entitled to the amount of the
Award they have earned as of the time of winding up. In the event of the winding
up of the Plan Sponsor unrelated to its performance or operations vested amounts
and future  annual pool  accruals will be deemed fully earned and will be vested
upon winding up.  Payment date in either case will be at the time of winding up,
but not later than May 15, 2001.

     11.7. Plan Audit. All calculations and data which determine the Awards must
be reviewed and  approved by an  independent  auditor  prior to May 15th of each
year and prior to any  payments  being  made  under the  Plan.  The  independent
auditor  must,  in  reviewing  the  calculations  and  data,  adhere to and make
determinations according to Generally Accepted Accounting Standards consistently
maintained and applied.  The auditor must be external to and  independent of the
Plan  Sponsor  and  will be  appointed  by  National  Australia  Bank  Executive
Management.  The manner and content of the audit will  comply with  instructions
set out in the  appointment.  The  Participants  are  entitled  to  examine  the
calculations  and  data  reviewed  by the  independent  auditor.  If  any  party
disagrees  with a  determination  of the auditor  that matter may be referred to
arbitration. If no party states in writing its disagreement with a determination
of the independent  auditor within 60 days of receiving the  determination  then
all parties are bound by the determination.

     11.8.  In the event that a  regulatory  or  accounting  change  affects the
calculations  under the Plan,  any  payment or  vesting  under the Plan shall be
based on the regulatory or accounting rules in effect on October 27, 1997.

     11.9.   Arbitration.   Where  there  is  a  dispute  that  is  referred  to
arbitration,  such dispute will be settled  exclusively  by  arbitration  in New
York,  New  York in  accordance  with  the  rules  of the  American  Arbitration
Association  then in  effect.  The  arbitrator's  award  will be  binding on the
parties.  National  Australia  Bank and the Plan  Sponsor will bear all costs of
arbitration equally. IN WITNESS WHEREOF, the Plan Sponsor and Parent have caused
this indenture to be executed as of the date first above written.


                                    HOMESIDE LENDING, INC.

                                    By:  /s/ Hugh R. Harris

                                    Title:  Chief Executive Officer

ATTEST:


    /s/ Joe K. Pickett

Title:  Chairman

    [CORPORATE SEAL]

EXECUTED on behalf of  NATIONAL          )
AUSTRALIA BANK LIMITED by its            )
Attorney , Francis J Cicutto,            )/s/ Francis J. Cicutto
under a Power of Attorney dated          Francis J Cicutto
February 28, 1991 (who states that       Office Held:  Managing Director
he holds the office indicated under
his signature) in the presence of:

/s/ Joan Livingston
Signature of Witness


Joan Livingston
Name of Witness~

)
)
)/s/ Francis J. Cicutto
Francis J Cicutto
Office Held:  Managing Director



<PAGE>



                              HOMESIDE LENDING, INC.                  Appendix A
                            LONG TERM INCENTIVE PLAN

                           Confidentiality Undertaking


[Name of Plan Participant]


Dear  [           ]

Confidentiality Undertaking - HomeSide Long Term Incentive Plan

Introduction

As one of only a few select  individuals  within National  Australia Bank Group,
you have been invited to  participate  in the HomeSide Long Term  Incentive Plan
(the "Plan").

The conditions of  participation in and mode of operation of the Plan are highly
confidential.  You will not be  entitled  to  participate  in the  Plan,  nor to
receive any  information  concerning  it, unless you have accepted the following
confidentiality undertaking,  evidenced by you signing the attached copy of this
letter and returning it to The Group Manager  Remuneration,  National  Australia
Bank.  When you receive these  materials,  you will be free to decide whether or
not you want to participate.  Signing this Confidentiality  Undertaking does not
commit you to participate in the Plan.

Confidentiality Undertaking

By signing the attached copy of this letter you acknowledge:

     o    The conditions of  participation  in and mode of operation of the Plan
          are highly confidential.

     o    Unauthorized  disclosure  of details of the Plan would be  potentially
          extremely damaging to HomeSide, Lending, Inc., National Australia Bank
          and other plan participants.

     o    You will not discuss any matter  concerning the Plan with anyone other
          than:

          o    Chairman,  CEO, COO or General Counsel of HomeSide Lending,  Inc.
               or anyone they may designate in writing.

          o    The Group Manager Remuneration, National Australia Bank.

          o    Your financial / tax / legal  advisers.  Please note that you are
               required to advise these advisers of the  confidential  nature of
               the Plan.

          o    Your spouse or partner.

o    You will not copy any  materials  relating to the Plan except as  described
     herein, nor will you allow anyone else to read or copy such material except
     as described herein.

o    You will keep this  agreement  and the Plan  materials in a safe and secure
     place.

o    In the event that you cease  employment  with HomeSide  Lending,  Inc., you
     will  return  all  material  relating  to the  Plan to the CEO of  HomeSide
     Lending, Inc.

o    Failure  to abide by the  above  could  result in  exclusion  from the Plan
     and/or termination for Cause.

o    You  acknowledge  that damages may not be an adequate  remedy and that both
     HomeSide Lending,  Inc. and National  Australia Bank may seek an injunction
     to prevent or restrain a breach of this undertaking.




Yours Sincerely,




David Krasnostein
Group General Counsel
Group Legal


I understand and accept the obligations imposed upon me by this  Confidentiality
Undertaking.



Name:


Signed:


Dated: