Exhibit 10.88



                                    EXHIBIT 2








                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN


                          (Effective February 10, 1998)
                  (Amended November 14, 2000--First Amendment)
                   (Amended March 20, 2001--Second Amendment)
                    (Amended May 31, 2001 - Third Amendment)



























<PAGE>



                                TABLE OF CONTENTS



ARTICLE I Establishment and Purpose                                            5

   1.1   Establishment and Purpose                                             5
         -------------------------

ARTICLE II  Definitions                                                        5

   2.1   Account Balance                                                       5
         ---------------
   2.2   Allocation Election Form                                              5
         ------------------------
   2.3   Beneficiary                                                           6
         -----------
   2.4   Chief Executive Officer                                               6
         -----------------------
   2.5   Code                                                                  6
         ----
   2.6   Compensation                                                          6
         ------------
   2.7   Compensation Agreements                                               6
         -----------------------
   2.8   Compensation Dispersal Agreement                                      6
         --------------------------------
   2.9   Compensation Reduction Agreement                                      6
         --------------------------------
   2.10     Company                                                            6
            -------
   2.11     Cause                                                              7
            -----
   2.12     Deferred Compensation Committee                                    7
            -------------------------------
   2.13     Disability                                                         7
            ----------
   2.14     Early Withdrawal                                                   7
            ----------------
   2.15     Employee                                                           7
            --------
   2.16     Employer                                                           7
            --------
   2.17     ERISA                                                              7
            -----
   2.18     Fiscal Year                                                        7
            -----------
   2.19     Interim Distribution                                               7
            --------------------
   2.20     Interim Distribution Balance                                       8
            ----------------------------
   2.21     Interim Distribution Date                                          8
            -------------------------
   2.22     Interim Distribution Dispersal Agreement                           8
            ----------------------------------------
   2.23     Involuntary Termination of Employment                              8
            -------------------------------------
   2.24     Participant                                                        8
            -----------
   2.25     Participating Employer                                             9
            ----------------------
   2.26     Plan                                                               9
            ----
   2.27     Plan Year                                                          9
            ---------
   2.28     Spouse                                                             9
            ------
   2.29     Termination Benefit                                                9
            -------------------
   2.30     Termination Benefit Dispersal Agreement                            9
            ---------------------------------------
   2.31     Termination of Employment                                          9
            -------------------------
   2.32     Voluntary Deferrals                                                9
            -------------------

ARTICLE III  Eligibility and Participation                                     9

                                       ii


<PAGE>


   3.1   Eligibility and Participation                                        10
         -----------------------------
   3.2   Duration                                                             10
         --------
   3.3   Revocation of Future Participation                                   10
         ----------------------------------
   3.4   Notification                                                         10
         ------------

ARTICLE IV  Compensation Reduction Agreements and Account Balances            10

   4.1   Compensation Reduction Agreements                                    10
         ---------------------------------
   4.2   Termination Benefit Election                                         11
         ----------------------------
   4.3   Interim Distribution Election                                        11
         -----------------------------
   4.4   Prohibition Against Compensation Reduction Agreement Modifications   11
         ------------------------------------------------------------------
   4.5   Adjustments to Account Balances                                      12
         -------------------------------

ARTICLE V  Benefit Payments and Certain Withdrawals                           13

   5.1   Termination Benefit                                                  13
         -------------------
   5.2   Form of Payment for Termination Benefit                              13
         ---------------------------------------
   5.3   Disability Benefit                                                   14
         ------------------
   5.4   Death Benefit                                                        14
         -------------
   5.5   Interim Distribution                                                 14
         --------------------
   5.6   Early Withdrawal                                                     15
         ----------------
   5.7   Hardship Withdrawal                                                  15
         -------------------

ARTICLE VI  Administration                                                    15

   6.1   Plan Administration                                                  15
         -------------------
   6.2   Withholding                                                          15
         -----------
   6.3   Indemnification                                                      16
         ---------------
   6.4   Expenses                                                             16
         --------
   6.5   Delegation of Authority                                              16
         -----------------------
   6.6   Binding Decisions or Actions                                         16
         ----------------------------

ARTICLE VII  Amendment and Termination                                        16

   7.1   Amendment and Termination                                            16
         -------------------------
   7.2   Constructive Receipt Termination                                     16
         --------------------------------

ARTICLE VIII  Funding                                                         17

   8.1   General Assets                                                       17
         --------------
   8.2   Rabbi Trust                                                          17
         -----------

ARTICLE IX   General Conditions                                               17

   9.1   Anti-assignment Rule                                                 17
         --------------------

                                      iii

<PAGE>

   9.2   No Legal or Equitable Rights or Interest                             17
         ----------------------------------------
   9.3   No Employment Contract                                               17
         ----------------------
   9.4   Headings                                                             18
         --------
   9.5   Invalid or Unenforceable Provisions                                  18
         -----------------------------------
   9.6   Governing Law                                                        18
         -------------























                                       iv

<PAGE>


                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN
                          (Effective February 10, 1998)
                       (First Amendment November 14, 2000)
                       -----------------------------------
                        (Second Amendment March 20, 2001)
                        ---------------------------------
                         (Third Amendment May 31, 2001)
                         ------------------------------


                       ARTICLE I Establishment and Purpose

1.1  Establishment and Purpose.  Each  Participating  Employer hereby adopts the
     -------------------------
     NAB Group - USA Deferred  Compensation  Plan (the "Plan"),  effective as of
     February  10, 1998 (the  "Effective  Date").  The purpose of the Plan is to
     provide each  Participant  in the Plan with an opportunity to defer receipt
     of  salary,  bonus,  and other  specified  cash  compensation.  The Plan is
     intended to benefit a "select  group of  management  or highly  compensated
     employees" within the meaning of Sections 201, 301 and 401 of ERISA, and to
     be therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of
     ERISA.


                             ARTICLE II Definitions

2.1  Account  Balance.  Account  Balance  means the value of each  Participant's
     ----------------
     deferred  compensation  account balance under the Plan. The Account Balance
     shall be  composed  of the  following  bookkeeping  accounts:  the  Interim
     Distribution  Balance  (which  may  be  divided  into  sub-accounts  if the
     Participant  elects  more  than one  Interim  Distribution  Date);  and the
     Termination  Benefit Balance.  Any hypothetical  investment gains or losses
     shall be attributed to the  respective  balance.  A  Participant's  Account
     Balance shall be  maintained  in  accordance  with Section 4.5. The Account
     Balance shall not constitute or be treated as an escrow, trust fund, or any
     other type of funded  account  for Code or ERISA  purposes  and,  moreover,
     contingent  amounts  credited thereto shall not be considered "plan assets"
     for ERISA  purposes.  The Account  Balance merely  provides a record of the
     bookkeeping entries relating to the contingent benefits that the respective
     Participating  Employer  intends  to  provide  Participant  and shall  thus
     reflect a mere unsecured promise to pay such amount in the future.

2.2  Allocation Election Form.  Allocation Election Form means the form approved
     ------------------------
     by the Deferred Compensation  Committee on which the Participant designates
     his or her choice of  hypothetical  investments,  and the allocation  among
     them,  for purposes of  determining  earnings  which are  attributed to the
     Voluntary  Deferrals in Participant's  Account  Balance.  It also means the
     form approved by the Deferred Compensation Committee on which a Participant
     reallocates any Account Balance among hypothetical  investments  previously
     selected,  selects new hypothetical investments,  and/or transfers portions
     of Account  Balances  from one  hypothetical  investment  to  another.  The
     elected  allocation  shall  remain  in  effect  from Plan Year to Plan Year


                                       5
<PAGE>

     unless a new  Allocation  Election  Form is filed by the  Participant.  The
     effective date of any requested  change in an elected  allocation  shall be
     the first  business day of the next  calendar  quarter  (unless a different
     effective  date is  established  by the Deferred  Compensation  Committee),
     provided the  Allocation  Election  Form is filed prior to the cut-off date
     established by the Deferred Compensation Committee.

2.3  Beneficiary.   Beneficiary  means  a  natural  person,   estate,  or  trust
     -----------
     designated  by a  Participant  in  accordance  with  Section 4.1 to receive
     benefits  under  and  in  accordance  with  provisions  of  the  Plan.  The
     Participant's estate shall be the Beneficiary if:

     (a)  the  Participant  has not  designated  a  natural  person  or trust as
          Beneficiary, or

     (b)  the designated Beneficiary has predeceased the Participant.

2.4  Chief  Executive  Officer.  Chief  Executive  Officer means the  individual
     -------------------------
     holding  the title of Chief  Executive  Officer,  or if no such  individual
     holds such  title,  the  individual  who  performs  the  functions  usually
     performed by a Chief  Executive  Officer of a  widely-held  publicly-traded
     corporation.

2.5  Code. Code means the Internal Revenue Code of 1986, as amended from time to
     ----
     time.

2.6  Compensation.  Compensation  means,  for purposes of this Plan, base salary
     ------------
     (including any employee contributions under a Code section 401k or 125 plan
     of a  Participating  Employer  or  approved  by the  Deferred  Compensation
     Committee as compensation  for purposes of this Plan),  cash bonus (annual,
     incentive or otherwise), and other cash compensation.

2.7  Compensation   Agreements.   Compensation   Agreements   shall   mean   the
     -------------------------
     Compensation Reduction Agreement and the Compensation Dispersal Agreement.

2.8  Compensation  Dispersal Agreement.  Compensation  Dispersal Agreement shall
     ---------------------------------
     mean the Interim  Distribution  Dispersal  Agreement and/or the Termination
     Benefit Dispersal Agreement, as the context requires.

2.9  Compensation  Reduction Agreement.  Compensation  Reduction Agreement shall
     ---------------------------------
     mean, as applicable,  the salary deferral election form, the bonus deferral
     election form, or such other forms  furnished by the Deferred  Compensation
     Committee,  on  which  a  Participant  elects  the  amount  of a  Voluntary
     Deferral.

2.10 Company.  Company means National  Australia Bank, Ltd., a company organized
     -------
     under the laws of Australia.


                                       6
<PAGE>


2.11 Cause.  Cause  shall  mean  (a) the  willful  and  continued  failure  (not
     -----
     resulting  from  Disability)  by  Participant  to   substantially   perform
     Participant's  customary  duties  with the  Employer  after  demand  by the
     Employer, which demand identifies the manner in which the Employer believes
     that  the  Participant  has  not  substantially   performed   Participant's
     customary  duties,  (b)  gross  negligence  or  willful  misconduct  by the
     Participant  in the  execution  of  his/her  professional  duties  that  is
     materially injurious to the Employer,  (c) conviction of Participant of, or
     a plea by  Participant  of nolo  contendere  to, a felony,  or (d)  willful
     breach by  Participant of a material  policy,  program or rule of Employer,
     excluding  for this  purpose an  isolated,  insubstantial  and  inadvertent
     action not taken in bad faith and which is remedied by Participant promptly
     after receipt of notice thereof is given by the Employer.

2.12 Deferred Compensation  Committee.  Deferred Compensation  Committee means a
     --------------------------------
     committee  composed of one employee from each  Participating  Employer,  in
     each case who shall be  appointed  by the Chief  Executive  Officer of each
     Participating   Employer,   and  who  shall  serve  until  the  earlier  of
     termination of employment or appointment of a replacement by the then Chief
     Executive Officer of such Participating Employer;  provided further, in the
     event there is only one Participating Employer, then the committee shall be
     composed of two employees from such Participating Employer.

2.13 Disability. Disability means that a Participant has been determined to have
     ----------
     incurred  total and  permanent  disability,  as  defined  by the  long-term
     disability  ("LTD") group plan in which the Participant  participates as of
     the date of total and permanent disability.

2.14 Early  Withdrawal.  Early  Withdrawal  means a voluntary  distribution by a
     -----------------
     Participant  from a Participant's  Account  Balance,  which Account Balance
     shall  be  subject  to a  10%  forfeiture  and  such  other  penalties  and
     provisions as set forth in Article V of the Plan.

2.15 Employee.  Employee  means a full-time  salaried  employee of an  Employer.
     --------

2.16 Employer.   Employer  means,  with  respect  to  any  Employee  (or  former
     --------
     Employee),  the particular Participating Employer that employs (or formerly
     employed) such Employee.

2.17 ERISA. ERISA means the Employee  Retirement Income Security Act of 1974, as
     -----
     amended from time to time.

2.18 Fiscal Year. Fiscal Year means October 1 through September 30.
     -----------

2.19 Interim Distribution.  Interim Distribution means a lump sum payment within
     --------------------
     forty-five  (45)  days  following  the  Interim  Distribution  Date  to the
     Participant from the Interim Distribution Balance sub-account pertaining to
     that  Interim  Distribution.  A  Participant  may elect to have one or more
     Interim Distributions but no more than three Interim Distribution Dates may
     be outstanding at any given time.


                                       7
<PAGE>


2.20 Interim Distribution Balance. Interim Distribution Balance means a separate
     ----------------------------
     bookkeeping  account within the Account Balance.  The Interim  Distribution
     Balance is  created  whenever  a  Participant  elects to receive an Interim
     Distribution  pursuant to an Interim Distribution  Dispersal Agreement.  If
     the  Participant   elects  multiple  Interim   Distributions,   a  separate
     bookkeeping sub-account within Distribution Balance shall be maintained for
     each Interim  Distribution.  Any  Voluntary  Deferrals in  connection  with
     Interim  Distributions  shall be  deposited  into the Interim  Distribution
     Balance.  Interim  Distributions  shall be  reflected in the balance of the
     respective Interim Distribution Balance bookkeeping sub-account.

2.21 Interim  Distribution Date. Interim  Distribution Date shall mean the first
     --------------------------
     business day of any calendar  year  selected by the  Participant,  provided
     that such date shall not be less than one (1) year from the end of the Plan
     Year to which the Compensation relates.

2.22 Interim  Distribution   Dispersal   Agreement.   The  Interim  Distribution
     ---------------------------------------------
     Dispersal  Agreement  means the form on which the  Participant  elects  the
     Interim Distribution Date in connection with a Voluntary Deferral.

2.23 Involuntary   Termination   of  Employment.   Involuntary   Termination  of
     ------------------------------------------
     Employment  means  termination by  Participant  of employment  with his/her
     Employer  that  is  based  on any  of the  following:  (a)  the  Employer's
     assignment to Participant of duties that are substantially non-executive or
     non-managerial  in nature;  (b) a material  adverse change in Participant's
     position as an executive of the Employer,  including, without limitation, a
     change that results in a significant diminution in the Participant's duties
     and  responsibilities;  (c) a reduction in salary or bonus  opportunity for
     the Participant, or material reduction of his/her benefits and perquisites;
     or (d)  the  Employer's  requirement  that  the  Participant  move  his/her
     principal  office  beyond a radius of fifty (50)  miles from  Participant's
     principal office;  provided,  however, such termination shall not be deemed
     Involuntary  Termination  of Employment  unless the  Participant  gives the
     Employer written notice of such situation and the Employer fails to correct
     such situation within thirty (30) days thereafter.  Involuntary Termination
     of Employment shall also include  termination  stemming from the Disability
     of the Participant as well as termination  based on a reduction in force or
     layoff.  Notwithstanding  the  above,  Involuntary  Termination  shall  not
     include termination of Participant's employment based on Cause.

2.24 Participant.  Participant means (i) an Employee who is a member of a select
     -----------
     group of management  or highly  compensated  employees,  who is selected to
     participate  in this Plan in  accordance  with  Section 3.1, and who timely
     elects to participate in this Plan in accordance  with Article IV, and (ii)
     any  person  that  becomes  a  Participant   pursuant  to  Section  3.5.  A
     Participant's  continued  participation  in the Plan shall be  governed  by
     Article III, including Section 3.2.


                                       8
<PAGE>


2.25 Participating  Employer.  Participating  Employer  means  any  entity  with
     -----------------------
     operations  in the United  States that is more than 50% owned  (directly or
     indirectly) by the Company,  and that adopts this Plan with the approval of
     the Company. As of the Effective Date, Participating Employer shall include
     Michigan National Corporation,  HomeSide,  Inc. and National Australia Bank
     Ltd. (New York Branch) (and any subsidiaries designated by such entities as
     a Participating  Employer). In connection with the March 20, 2001 amendment
     to the Plan ("Second Amendment"), the following is acknowledged by HomeSide
     International,  Inc. (f/k/a HomeSide, Inc.) and HomeSide Lending, Inc.: (a)
     HomeSide  Lending,  Inc.,  is a  Participating  Employer,  having  been  so
     designated by HomeSide, Inc. effective February 10, 1998; (b) pursuant to a
     first amendment ("First  Amendment") to the Plan adopted November 14, 2000,
     by  unanimous  written  consent of the Deferred  Compensation  Committee as
     authorized  by  Section  6.1 of the Plan,  the Plan was  amended  to remove
     Michigan National  Corporation as a Participating  Employer under the Plan;
     and (c) National Australia Bank Ltd. (New York Branch), although authorized
     to adopt the Plan  pursuant to Sections  1.1 and 2.16,  has never  formally
     adopted the Plan and has furthermore  advised the  aforementioned  HomeSide
     companies  that it does not intend to adopt the Plan,  and as a result,  is
     not nor never has been a Participating Employer under the Plan.

2.26 Plan.  Plan  means  the NAB  Group - USA  Deferred  Compensation  Plan,  as
     ----
     documented herein and as may be amended thereafter.

2.27 Plan Year. Plan Year means January 1 through December 31.
     ---------

2.28 Spouse.  Spouse  means the person  married to the  Participant  at the date
     ------
     benefits become payable under the Plan.

2.29 Termination  Benefit.  Termination  Benefit shall mean that benefit paid in
     --------------------
     accordance with Section 5.1 and Section 5.2 of the Plan.

2.30 Termination  Benefit  Dispersal  Agreement.  Termination  Benefit Dispersal
     ------------------------------------------
     Agreement  means the form on which the  Participant  elects  the  method of
     payment for a Termination Benefit in connection with a Voluntary Deferral.

2.31 Termination  of  Employment.  Termination  of  Employment  shall  mean  the
     ---------------------------
     termination of a Participant's  employment with the Participating  Employer
     for any reason.

2.32 Voluntary  Deferrals.  Voluntary Deferrals made by a Participant shall mean
     --------------------
     all deferrals of  Compensation  under the Plan as permitted by the Deferred
     Compensation Committee.

                    ARTICLE III Eligibility and Participation


                                       9
<PAGE>


3.1  Eligibility  and  Participation.  Each Employee who is a member of a select
     -------------------------------
     group of management or highly compensated employees, determined in the sole
     discretion of the Chief  Executive  Officer of such  Employee's  respective
     Employer,  shall be eligible to  participate  in this Plan.  Selection  for
     participation  in the Plan will be made by the Chief  Executive  Officer of
     such Employee's respective Employer.

3.2  Duration.  Once an Employee  becomes a  Participant,  such  Employee  shall
     --------
     continue  to be a  Participant  so long as he or she is entitled to receive
     benefits   hereunder,   notwithstanding   any  subsequent   termination  of
     employment.

3.3  Revocation  of Future  Participation.  Notwithstanding  the  provisions  of
     ------------------------------------
     Section  3.2, the Chief  Executive  Officer of a  Participant's  respective
     Employer may revoke such Participant's eligibility to make future deferrals
     under  this  Plan.  Such  revocation  will  not  affect  in  any  manner  a
     Participant's Account Balance or other terms of this Plan.

3.4  Notification.   Each   Participant   shall  be  notified  by  the  Deferred
     ------------
     Compensation   Committee,   in  writing,  of  his  or  her  eligibility  to
     participate in this Plan.

                                   ARTICLE IV
             Compensation Reduction Agreements and Account Balances

4.1  Compensation Reduction Agreements.  The amount of a Voluntary Deferral made
     ---------------------------------
     under the Plan shall be in accordance with a written Compensation Reduction
     Agreement provided by the Deferred Compensation Committee for that purpose.
     The  amount  of a salary  deferral  election  shall  be made no later  than
     December 1  preceding  the Plan Year for which the  deferral  is made.  The
     amount of an annual  bonus  deferral  election  shall be made no later than
     September 1 of the Fiscal Year to which such annual  bonus  relates.  Other
     Compensation  deferral  elections  shall be made  prior  to the  time  such
     amounts have been earned.  Notwithstanding  the foregoing,  (i) an Employee
     who  first  becomes a  Participant  during  any Plan  Year may make  salary
     deferral  elections  for  such  Plan  Year  within  30 days of  becoming  a
     Participant if permitted by the Deferred  Compensation  Committee member(s)
     representing such Participating Employer, and (ii) a Participant wishing to
     defer a guaranteed  signing bonus must make a deferral  election in respect
     of such  guaranteed  bonus within three weeks of commencement of employment
     if permitted by the Deferred Compensation  Committee member(s) representing
     such Participating  Employer.  The Compensation  Reduction  Agreement shall
     designate the amount to be deferred in whole  percentages  of  Compensation
     and/or as a dollar amount.  Salary deferrals shall be applied on a pro rata
     basis to each pay period during the Plan Year.  In addition,  a Participant
     shall be permitted to designate a Beneficiary on a form prescribed for such
     purpose  by  the  Deferred  Compensation  Committee.  To  be  effective,  a
     Compensation  Reduction Agreement and beneficiary  designation form must be
     received and approved by the Deferred Compensation Committee.


                                       10
<PAGE>


4.2  Termination  Benefit  Election.  If a  Termination  Benefit  is  elected by
     ------------------------------
     Participant,  the Participant shall file the Termination  Benefit Dispersal
     Agreement with the Deferred  Compensation  Committee.  Such agreement shall
     state the Participant's election concerning the payment distribution method
     for his/her  Termination  Benefit.  The entire Termination  Benefit Balance
     shall be  distributed  pursuant  to only one  payment  distribution  method
     (possible  payment  distribution  methods  are  defined  in  Section  5.2);
     provided,  however,  if the  Participant,  prior to the  Second  Amendment,
     elected  more than one  payment  distribution  method,  then such  multiple
     distribution  methods shall remain in effect in connection  with  elections
     made  prior to the  Second  Amendment  unless  such  multiple  distribution
     methods  are  waived  by  the   Participant   and  thenceforth  the  entire
     Termination  Benefit  Balance  shall be  distributed  pursuant  to only one
     payment  distribution method elected by the Participant.  A Participant may
     change the  method of  Termination  Benefit  payment  election  at any time
     during  each Plan Year by filing a revised  Termination  Benefit  Dispersal
     Agreement  with the  Deferred  Compensation  Committee.  If the most recent
     Termination  Benefit  election is not at least  twelve (12) months prior to
     Termination of Employment,  then the prior election that is at least twelve
     (12) months prior to Termination of Employment shall control.

4.3  Interim  Distribution  Election.  If an Interim  Distribution is elected by
     -------------------------------
     Participant,  the Participant shall file the Interim Distribution Dispersal
     Agreement with the Deferred  Compensation  Committee.  Such agreement shall
     state the Interim  Distribution Date elected by Participant.  A Participant
     may elect to have one or more Interim  Distribution Dates but a Participant
     may have no more than three (3) Interim  Distribution  Dates outstanding at
     any given time (provided the Deferred  Compensation  Committee reserves the
     right to increase or decrease  such number of dates).  One time per Interim
     Distribution Date (not counting substitute Dates), and upon written request
     of  Participant,  an  Interim  Distribution  Date may be  substituted  with
     another Interim Distribution Date provided the request is made at least one
     (1) year prior to the  Interim  Distribution  Date being  changed,  and the
     substitute Interim Distribution Date is at least one (1) year later in time
     from the Interim  Distribution  Date being changed.  Any such request for a
     substitute Interim  Distribution Date shall be subject to the discretionary
     approval  of  the  Deferred   Compensation   Committee.   Upon  request  of
     Participant,  an Interim  Distribution Date may be eliminated provided such
     request is at least one (1) year before  such  Interim  Distribution  Date;
     provided further, (a) any such change shall be subject to the discretionary
     approval of the Deferred  Compensation  Committee and (b) the amount in the
     Interim  Distribution  Balance  sub-account  relating  to  such  eliminated
     Interim  Distribution Date shall be deposited into the Termination  Benefit
     Balance.

4.4  Prohibition  Against  Compensation  Reduction Agreement  Modifications.  In
     ----------------------------------------------------------------------
     connection  with a Voluntary  Deferral  of salary,  a  Participant  may not
     modify a Compensation  Reduction  Agreement  during a Plan Year by changing
     the amount of the Compensation  reduction.  In addition,  a Participant may
     not revoke a Compensation Reduction Agreement once approved by the Deferred
     Compensation Committee.


                                       11
<PAGE>


4.5      Adjustments to Account Balances.
         -------------------------------

         (a) On and after the Effective  Date, a  Participant's  Account Balance
         shall be  credited  with  amounts  deferred  pursuant  to  Compensation
         Reduction  Agreements,  and  further  credited  or debited in an amount
         equal to the hypothetical  return on such Account Balance from the date
         on  which  such  deferred   Compensation   would  otherwise  have  been
         distributed  to such  Participant,  assuming for such purpose that such
         Account Balance had been actually invested during such period in one or
         more of a number of investments,  as provided in Section 4.5(b). In the
         case of a  Termination  Benefit,  such  debiting  and  crediting  shall
         continue  through  the  later  of (i)  the  end of the  month  of  such
         Participant's  Termination  of  Employment,  and  (ii)  the  end of the
         installment period under Section 5.2, if applicable.  In the case of an
         Interim  Distribution,  such  debiting  and  crediting  shall  continue
         through the close of business on the last  business day of the calendar
         year preceding the applicable Interim Distribution Date.

         (b) The Deferred Compensation  Committee shall provide each Participant
         with an Allocation Election outlining a list of available  hypothetical
         investments  which may be designated by such  Participant  (as provided
         below)  for   purposes  of   determining   the   adjustments   to  such
         Participant's  Account  Balance under Section  4.5(a).  Such investment
         options shall initially  include the Merrill Lynch Corporate Bond Index
         (high  quality,  1-10 year term) plus 1% and such other  options as set
         forth on Schedule A.

         For all investment  options other than the Merrill Lynch Corporate Bond
         Index,  the  adjustment  shall be based  upon the  return  of the funds
         during the applicable  period.  With respect to amounts  hypothetically
         invested in the Merrill Lynch Corporate Bond Index,  such amounts shall
         be  credited  quarterly  based  upon the  index  rate in  effect at the
         beginning  of  each  calendar   quarter.   The  Deferred   Compensation
         Committee, in its sole discretion,  shall be permitted to add or remove
         hypothetical  investment  options;  provided,  that  in the  event  the
         Merrill Lynch Corporation Bond Index hypothetical  investment option is
         removed, the Deferred Compensation Committee will provide a replacement
         hypothetical  investment  option based upon the yield of United  States
         Treasury  securities with a constant maturity of at least one year (the
         "Bond  Index  Substitute   Investment"),   unless  the  Plan  has  been
         terminated in accordance with Article VII; provided,  further, that any
         such additions or removals of hypothetical investment options shall not
         be effective  with respect to any period prior to the effective date of
         such change.  For the avoidance of doubt,  if a Participant has elected
         that all or any portion of a  Participant's  Account Balance (or future
         deferrals)  are  to  be  hypothetically   invested  in  a  hypothetical
         investment  option  that  is  removed  by  the  Deferred   Compensation
         Committee,  such  Participant  shall be  required  to elect a different
         hypothetical  investment  option with  respect to such  portion of such
         Participant's  Account  Balance (or such future  deferrals);  and until
         such time as such  Participant has made a new election,  the applicable
         portion of such  Participant's  Account Balance (and future  deferrals)


                                       12
<PAGE>

         shall be deemed to be  invested  in the Merrill  Lynch  Corporate  Bond
         Index (or Bond Index Substitute Investment).

         Through the use of an Allocation  Election Form,  each  Participant may
         elect  how  such   Participant's   Account  Balance  is  deemed  to  be
         hypothetically  invested;  provided that such  allocations  shall be in
         increments of five percent  (5%).  If a Participant  fails to elect how
         deferrals  are deemed to be  hypothetically  invested,  such  deferrals
         shall be deemed to be  hypothetically  invested  in the  Merrill  Lynch
         Corporation  Bond  Index (or,  if such  option  has been  removed,  the
         replacement  option  based  upon the  yield of United  States  Treasury
         securities with a constant maturity of at least one year). Once in each
         calendar quarter,  if a Participant  elects, the Account Balance may be
         reallocated among the various hypothetical investment options; provided
         that such  allocations  shall be in  increments  of five percent  (5%).
         Similarly,  once each calendar  quarter,  each  Participant may file an
         election to change the  hypothetical  investment  of future  deferrals.
         Election  changes may be permitted  more  frequently  than quarterly if
         permitted by the Deferred Compensation  Committee for all Participants.
         In the event a Participant is currently  receiving  Termination Benefit
         distributions  from such Participant's  Termination  Benefit Balance in
         installments,  the  amount  of each  installment  shall be  reamortized
         annually to reflect  the return  over the prior year of the  investment
         option in which such  Termination  Benefit  Balance  is  hypothetically
         invested.  Notwithstanding  anything  in  this  Section  4.5(b)  to the
         contrary, each Participating Employer shall have the sole and exclusive
         authority to invest any or all amounts (deferred by those  Participants
         who are (or were) employed by such Employer) in any manner,  regardless
         of  any  hypothetical   investment  election  by  any  Participant.   A
         Participant's hypothetical investment election shall be used solely for
         purposes of determining the deemed  investment  yield to be credited or
         debited to such Participant's Account Balance.


                                    ARTICLE V
                    Benefit Payments and Certain Withdrawals

5.1  Termination  Benefit.  Subject to the  provisions  of this  Article V, each
     --------------------
     Participant  shall be entitled to a Termination  Benefit in an amount equal
     to such  Participant's  Termination  Benefit  Balance  as of the end of the
     month in which  Termination  of  Employment  occurs,  subject to subsequent
     increase  or  decrease  in  the   Termination   Benefit  Balance  based  on
     hypothetical  investment returns during the installment period in the event
     Participant elects to receive payment in installments under Section 5.2(b).

5.2  Form of  Payment  for  Termination  Benefit.  A  Participant  may elect (as
     -------------------------------------------
     provided in Section  4.2) to have such  Participant's  Termination  Benefit
     Balance  distributed:  (a) in a single lump sum within forty-five (45) days
     following Termination of Employment;  or (b) in annual installment payments
     for a  selected  number  of years  not to  exceed  twenty  (20)  years.  If
     installments are elected,  up to three of the annual installments may be in


                                       13
<PAGE>

     amounts  selected by the Participant  with the remaining  payments being in
     equal amounts (all such  installment  payments being subject to increase or
     decrease  based  on  the   hypothetical   investment   returns  during  the
     installment  period).  If installments are elected,  the first  installment
     shall  be  payable  within  45  days of  Termination  of  Employment,  with
     subsequent  installments  being paid each calendar year  thereafter  within
     forty-five (45) days following the first business day of such calendar year
     until all scheduled payments have been made.

5.3  Disability Benefit. In the event of Disability,  a Participant may elect to
     ------------------
     commence immediate  distribution of such Participant's  Termination Benefit
     in accordance with the form of payment previously elected under the current
     Termination  Benefit  Dispersal  Agreement.  For  purposes  of  Termination
     Benefit distribution  pursuant to Section 5.3, the last business day of the
     month in which the Disability  occurs shall be deemed the equivalent of the
     date on which Termination of Employment occurs.

5.4  Death  Benefit.  Notwithstanding  a  Participant's  election  as to form of
     --------------
     payment pursuant to a Compensation  Dispersal Agreement,  upon the death of
     such  Participant,  such  Participant's  Beneficiary shall be paid a single
     lump sum in an amount equal to the Participant's Account Balance as of such
     Participant's date of death.

5.5  Interim Distribution.
     --------------------

     (a) A Participant may elect, on the Compensation  Dispersal Agreement for a
     given Compensation  deferral,  to have a portion, or all, of such Voluntary
     Deferral,  as  well  as  any  hypothetical   investment  gains  and  losses
     specifically  attributable to such deferrals,  paid within  forty-five (45)
     days following an Interim  Distribution Date designated by the Participant.
     Upon  deferral,  the portion of the  Voluntary  Deferral  designated by the
     Participant to be distributed as an Interim  Distribution shall be credited
     to the Interim Distribution Balance.

     (b) The  Participant  may also elect a  "maximum  amount"  for the  Interim
     Distribution.  In the event the Interim  Distribution Balance relating to a
     given Interim Distribution Date exceeds the specified maximum amount at the
     time specified for distribution,  then the excess balance shall be credited
     to the Termination  Benefit Balance.  Otherwise,  the Interim  Distribution
     Balance shall be the distribution amount. The Interim Distribution shall be
     measured  as of the  close  of  business  on the last  business  day of the
     calendar year preceding the applicable Interim Distribution Date.

     (c)  Notwithstanding  a  Participant's   election  to  receive  an  Interim
     Distribution,   the   entire   Interim   Distribution   Balance   shall  be
     distributable upon the occurrence of any event which triggers a Termination
     Benefit  distribution  (whether lump sum or  installments)  under any other
     provision of this Article V.


                                       14
<PAGE>


5.6  Early  Withdrawal.  Through an Early  Withdrawal  prior to  Termination  of
     -----------------
     Employment,  a Participant may elect to have no less than 25% and up to all
     of his Account Balance distributed at any time and for any reason,  subject
     to a  penalty  of 10% of the  amount  distributed.  The  penalty  shall  be
     forfeited to the Company.  Such distribution shall be determined  utilizing
     the last monthly  valuation of the Account  Balance  preceding  the desired
     Early  Withdrawal and shall be payable within  forty-five (45) days of such
     date.  No  deferrals  shall  be  made  under  the  Plan on  behalf  of such
     Participant for the balance of the Plan Year in which such election is made
     or for the following Plan Year. The amount of such Early  Withdrawal  shall
     be debited to the Participant's Termination Benefit Balance until depleted,
     and  then  to  the  Interim   Distribution  Balance  (commencing  with  the
     Distribution  Balance  sub-account  relating  to the most  distant  Interim
     Distribution Date) until depleted.

5.7  Hardship Withdrawal.  A Participant may request, in writing to the Deferred
     -------------------
     Compensation  Committee,  a distribution  under the Plan if the Participant
     experiences   a  financial   hardship.   A   "financial   hardship"  is  an
     unanticipated  emergency that is caused by an event beyond the control of a
     Participant  and that  would  result in severe  financial  hardship  to the
     Participant  if  early   withdrawal   were  not  permitted.   The  Deferred
     Compensation Committee,  in its sole discretion,  shall determine whether a
     Participant  has  experienced  a  financial  hardship.  The  amount  of any
     distribution for financial  hardship is limited to the amount of the severe
     financial   need,   which  cannot  be  met  with  other  resources  of  the
     Participant.  The amount of such hardship  distribution shall be debited to
     the Participant's  Termination Benefit Balance until depleted,  and then to
     the Interim  Distribution Balance (commencing with the Distribution Balance
     sub-account  relating to the most distant Interim  Distribution Date) until
     depleted.  Such distribution shall be determined utilizing the last monthly
     valuation of the Account  Balance  preceding  the Hardship  Withdrawal  and
     shall be  payable  within  fifteen  (15)  days  following  approval  of the
     Hardship Withdrawal by the Deferred Compensation Committee.


                                   ARTICLE VI
                                 Administration

6.1  Plan  Administration.  This  Plan  shall be  administered  by the  Deferred
     --------------------
     Compensation  Committee,   which  shall  have  authority  to  make,  amend,
     interpret  and  enforce  all  appropriate  rules  and  regulations  for the
     administration  of this Plan and  decide or resolve  any and all  questions
     including interpretations of this Plan, as may arise in connection with the
     Plan.

6.2  Withholding. Each Participant's respective Employer shall have the right to
     -----------
     withhold from any payment made under the Plan (or any amount  deferred into
     the Plan) any taxes  required  by law to be  withheld  in  respect  of such
     payment (or deferral).


                                       15
<PAGE>


6.3  Indemnification.  Each  Employer  shall  indemnify  and hold  harmless each
     ---------------
     employee,  officer,  or  director  of such  Employer  to whom is  delegated
     duties,  responsibilities,  and authority  with respect to the Plan against
     all claims,  liabilities,  fines and penalties, and all expenses reasonably
     incurred by or imposed upon him  (including  but not limited to  reasonable
     attorney  fees) which arise as a result of his actions or failure to act in
     connection with the operation and  administration of the Plan to the extent
     lawfully  allowable  and to the extent  that such claim,  liability,  fine,
     penalty,  or expense is not paid for by  liability  insurance  purchased or
     paid for by such Employer. Notwithstanding the foregoing, an Employer shall
     not  indemnify  any  person  for  any  such  amount  incurred  through  any
     settlement or  compromise  of any action  unless such Employer  consents in
     writing to such settlement or compromise.

6.4  Expenses.  The expenses of administering  the Plan shall be paid equally by
     --------
     the Participating Employers.

6.5  Delegation of Authority.  In the  administration of this Plan, the Deferred
     -----------------------
     Compensation  Committee may, from time to time,  employ agents and delegate
     to them such  administrative  duties  as it sees fit,  and may from time to
     time consult with legal counsel who may be legal counsel to a Participating
     Employer.

6.6  Binding  Decisions  or  Actions.  The  decision  or action of the  Deferred
     -------------------------------
     Compensation  Committee  in respect of any  question  arising  out of or in
     connection with the  administration,  interpretation and application of the
     Plan and the rules and regulations thereunder shall be final and conclusive
     and binding upon all persons having any interest in the Plan.


                                   ARTICLE VII
                            Amendment and Termination

7.1  Amendment and  Termination.  The Plan is intended to be permanent,  but the
     --------------------------
     Deferred Compensation Committee may at any time modify, amend, or terminate
     the Plan,  provided that such modification,  amendment or termination shall
     not cancel, reduce, or otherwise adversely affect the amount of benefits of
     any Participant accrued (and any form of payment elected) as of the date of
     any such modification,  amendment,  or termination,  without the consent of
     the Participant;  provided,  the Deferred  Compensation  Committee shall be
     permitted  upon Plan  termination  to pay each  Participant  (without  such
     Participant's  consent)  a lump  sum in the  amount  of such  Participant's
     Account Balance as of the date of such Plan termination.

7.2  Constructive Receipt Termination.  Notwithstanding anything to the contrary
     --------------------------------
     in the Plan,  if any  Participant  receives a  deficiency  notice  from the
     United States Internal Revenue Service  asserting  constructive  receipt of
     amounts payable under the Plan, the Deferred Compensation Committee, in its


                                       16
<PAGE>

     sole discretion, may terminate the Plan or such Participant's participation
     in the Plan.


                                  ARTICLE VIII
                                     Funding

8.1  General  Assets.  All benefits in respect of a Participant  under this Plan
     ---------------
     shall  be paid  directly  from  the  general  funds  of such  Participant's
     Employer  (or former  Employer),  and no special or separate  fund shall be
     established  and no other  segregation  of  assets  shall be made to assure
     payment. No Participant,  Spouse or Beneficiary shall have any right, title
     or interest  whatever in or to any investments  which the Employer may make
     to aid the Employer in meeting its obligation hereunder.  Nothing contained
     in this Plan, and no action taken pursuant to its provisions,  shall create
     or be construed to create a trust of any kind, or a fiduciary relationship,
     between an Employer and any Employee, Spouse, or Beneficiary. To the extent
     that any  person  acquires  a right to receive  payments  from an  Employer
     hereunder,  such  rights  are no  greater  than the  right of an  unsecured
     creditor of such Employer.

8.2  Rabbi Trust. Any Employer may, at its sole discretion,  establish a grantor
     -----------
     trust,  commonly known as a Rabbi Trust, as a vehicle for  accumulating the
     assets needed to pay the promised  benefit,  but no Employer shall be under
     any obligation to establish any such trust or any other funding vehicle.


                                   ARTICLE IX
                               General Conditions

9.1  Anti-assignment Rule. No interest of any Participant, Spouse or Beneficiary
     --------------------
     under this Plan and no  benefit  payable  hereunder  shall be  assigned  as
     security for a loan, and any such purported  assignment shall be null, void
     and of no  effect,  nor  shall any such  interest  or any such  benefit  be
     subject  in  any  manner,   either   voluntarily   or   involuntarily,   to
     anticipation,  sale, transfer,  assignment or encumbrance by or through any
     Participant, Spouse or Beneficiary.

9.2  No Legal or Equitable  Rights or Interest.  No Employee and no other person
     -----------------------------------------
     shall have any legal or equitable  rights or interest in this Plan that are
     not  expressly  granted in this Plan.  Participation  in this Plan does not
     give any person any right to be retained  in the  service of any  employer.
     The right and power of any Employer to dismiss or discharge such Employer's
     Employee is expressly reserved.

9.3  No  Employment  Contract.  Nothing  contained  herein shall be construed to
     ------------------------
     constitute a contract of employment between an Employee and an Employer.


                                       17
<PAGE>


9.4  Headings.  The headings of Sections are included  solely for convenience of
     --------
     reference,  and if there is any conflict between such headings and the text
     of this Plan, the text shall control.

9.5  Invalid or Unenforceable Provisions. If any provision of this Plan shall be
     -----------------------------------
     held invalid or unenforceable,  such invalidity or  unenforceability  shall
     not affect any other provisions  hereof and the Plan shall be construed and
     enforced as if such provisions, to the extent invalid or unenforceable, had
     not been included.  In particular,  if it shall be held that application of
     the  Code  to this  Plan  would  cause  any  payment  to be  received  by a
     Participant  to be taxable in advance of the  payment  schedule  elected by
     Participant,  then (a) the  provision of this Plan  causing  such  advanced
     taxability  shall be severed from this Plan and shall have no further force
     and effect and (b) to the extent a Participant has already begun to receive
     payments, then any remaining payments shall be accelerated to coincide with
     the calendar year in which such tax is assessed.

9.6  Governing  Law.  The  laws  of the  State  of New  York  shall  govern  the
     --------------
     construction and administration of the Plan.



                                       18
<PAGE>



         IN WITNESS WHEREOF, the following Participating Employers have caused
this Plan to be adopted, effective as of February 10, 1998.



                                      HOMESIDE INTERNATIONAL, INC.
                                      F/K/A HOMESIDE, INC.

                                      By: ______________________________________
                                      Its:  Chairman and Chief Executive Officer

                                      ATTEST:___________________________________



THIS  DEFERRED  COMPENSATION  PLAN HAS BEEN  AMENDED  BY ACTION OF THE  DEFERRED
COMPENSATION  COMMITTEE AS AUTHORIZED BY SECTION 7.1 OF THE PLAN. THEREFORE,  NO
FURTHER  EXECUTION  OF THIS PLAN IS REQUIRED BY AN OFFICER OF HOMESIDE  LENDING,
INC. OR HOMESIDE INTERNATIONAL, INC.






















                                       19
<PAGE>



Schedule A
----------


Fidelity Contra
Fidelity Magellan
Janus
Fidelity Growth & Income
Independence One Equity Plus
Vanguard Index 500
Brandywine
PBHG Growth PBHG
Heartland
Dodge & Cox Balanced
T. Rowe Price International
Vanguard International
Fidelity Government Securities
Fidelity Investment Grade Bond
Independence One Fixed Income
Money Market Fund

THE  AFOREMENTIONED  HYPOTHETICAL  INVESTMENTS  ARE  REPLACED  BY  THE  ATTACHED
HYPOTHETICAL  INVESTMENTS  THAT HAVE BEEN APPROVED BY THE DEFERRED  COMPENSATION
COMMITTEE.


















                                       20
<PAGE>