Exhibit 10.74


               THIRD AMENDED AND RESTATED RENEWAL PROMISSORY NOTE




$2,500,000,000                                                     June 20, 2001
                                                              San Antonio, Texas



     This Third Amended and Restated Renewal Promissory Note renews that certain
Second  Amended and  Restated  Promissory  Note dated as of June 21, 2000 in the
original principal amount of $2,500,000,000 by HomeSide Lending, Inc., as maker,
in favor of National Australia Bank Limited,  as payee, the original of which is
affixed hereto.

     FOR VALUE RECEIVED,  HOMESIDE  LENDING,  INC., a Florida  corporation  (the
"Borrower"),  hereby  unconditionally  promises  to pay to  the  order  NATIONAL
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AUSTRALIA  BANK  LIMITED  A.C.N.004044937  (the  "Lender") on June 19, 2002 (the
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"Maturity Date") at the office of the Lender at 200 Park Avenue, 34th Floor, New
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York,  New York  10166 in lawful  money of the United  States of America  and in
immediately  available funds, the lesser of (a) TWO BILLION FIVE HUNDRED MILLION
DOLLARS  ($2,500,000,000)  or (b) the aggregate  unpaid  principal amount of the
Loans made by the Lender  pursuant to that certain  Unsecured  Revolving  Credit
Agreement, dated as of June 23, 1998, as amended by that certain First Amendment
to Unsecured  Revolving Credit Agreement,  dated as of June 22, 1999, as further
amended  by  that  certain  Second  Amendment  to  Unsecured   Revolving  Credit
Agreement,  dated as of June 21,  2000,  and as further  amended by that certain
Third Amendment to Unsecured  Revolving Credit  Agreement,  dated as of June 20,
2001 (as amended,  the "Credit  Agreement"),  among the Borrower and the Lender.
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All  capitalized  terms used herein and not otherwise  defined herein shall have
the meanings assigned thereto in the Credit Agreement, as amended.

     The Borrower promises to pay interest to the Lender on the unpaid principal
amount hereof (whether at the stated maturity, by acceleration or otherwise, and
including, without limitation, after the filing of any petition in bankruptcy or
the commencement of any insolvency, reorganization or like proceedings, relating
to the Borrower whether or not a claim for post-filing or post-petition interest
is allowed in such  proceeding) on the last Business Day of each Interest Period
(as defined below) and on the Maturity Date.

     Interest  shall accrue on the  outstanding  principal  balance of this Note
from  the date of each  advance  hereunder  at such  rate as may be  elected  by
Borrower in accordance with the terms hereof.

     For Libor-based  borrowings,  the Borrower may elect to pay interest on all
or a portion of the outstanding  principal hereunder for periods of 7, 30, 60 or
90 days (each an "Interest  Period") at the Libor Rate (as defined  below).  The

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Borrower may make such  election by  delivering  written  notice  thereof to the
Lender at least two business days before the commencement of the Interest Period
for each Libor-based borrowing.  The notice shall state: (i) the date upon which
the Interest  Period shall commence (which must be a Business Day); (ii) whether
such  Interest  Period  shall be for 7, 30,  60 or 90 days;  (iii)  whether  the
Borrower  wishes for interest to accrue at the Libor Rate during the term of the
Interest  Period;  and (iv) the  aggregate  principal  amount  which  shall bear
interest  at the Libor Rate  (which  amount is  referred to herein as the "Libor
Amount").  If the Borrower  duly elects for interest to accrue  hereunder at the
Libor Rate, then interest shall accrue at the Libor Rate on the applicable Libor
Amount during the applicable  Interest Period.  Any election  hereunder shall be
irrevocable  during the term of the  Interest  Period,  and no  Interest  Period
elected hereunder shall extend beyond the Maturity Date.

     As used herein,  the Libor Rate  applicable to any Interest Period shall be
the offered rate for deposits in United States  dollars in the London  Interbank
market for a period of 7, 30, 60, or 90 days (as  applicable)  which  appears on
the  Reuters  Screen  LIBOR  Page as of 11:00 a.m.  (Eastern  time) on the first
Business Day of the  applicable  Interest  Period.  If at least two such offered
rates appear on the Reuters  Screen LIBOR Page,  the rate will be the arithmetic
mean of such offered rates.

     In addition,  the Borrower may borrow hereunder on an overnight basis (each
such advance,  an "Overnight  Borrowing")  by delivering  notice  thereof to the
Lender before 3:00 p.m. on any Business Day (the "Overnight  Borrowing Notice").
The  Overnight  Borrowing  Notice shall be by telephone to the Lender's New York
money  desk,  with  written  confirmation  by  facsimile  by the end of the same
Business Day. Overnight Borrowings shall bear interest at a rate (the "Overnight
Rate")  as  determined  by  Lender  and  Borrower  at the time of the  Overnight
Borrowing  Notice.  The written  confirmation of the Overnight  Borrowing Notice
shall state:  (i) the date of the Overnight  Borrowing (which must be a Business
Day); (ii) the Overnight Rate; and (iii) the aggregate  principal  amount of the
Overnight Borrowing.

     Any  principal,  interest or any other amount  hereunder  which is not paid
when due (whether as stated,  by acceleration or otherwise) shall, to the extent
permitted by law,  thereafter  bear  interest at the rate per annum 2% above the
rate  described  above,  payable on demand.  Interest shall be calculated on the
basis of a year of 360 days for actual  days  elapsed.  All  payments to be made
hereunder  shall be made  free and clear of any  deduction  for any  present  or
future taxes or similar charges  imposed by any  jurisdiction in connection with
this Note.

     The holder of this Note is  authorized  to endorse  the date and  principal
amount of each Loan made by the Lender  pursuant  to the Credit  Agreement,  the
date and amount of each  payment or  prepayment  hereof,  on  Schedule A annexed
hereto and made a part  hereof,  or on a  continuation  thereof  which  shall be
attached hereto and made a part hereof, which endorsement shall constitute prima
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facie evidence of the accuracy of the information endorsed,  provided,  that the
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failure to make any such  endorsement  shall not affect the  obligations  of the
Borrower under this Note.


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     This Note is the Note  referred to in the Credit  Agreement and is entitled
to the benefits thereof. Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement,  all amounts then remaining unpaid on
this Note shall become,  or may be declared to be  immediately  due and payable,
all as provided  therein.  All parties now and hereafter  liable with respect to
this  Note,  whether  as  market,  principal,  surety,  guarantor,  endorser  or
otherwise,  hereby waive presentment,  demand,  protest and all other notices of
any kind.


     This Note shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.



                                   HOMESIDE LENDING, INC.


                                   By:
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                                   As Its:
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Schedule A to Note
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                         LOANS AND PAYMENTS OF PRINCIPAL
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                 Principal        Amount of     Unpaid Principal  Notations made
    Date       Amount of Loans  Principal Paid      Balance            by
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