Exhibit 10.87




                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN


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



<PAGE>





                                TABLE OF CONTENTS



ARTICLE I Establishment and Purpose                                            1

   1.1   Establishment and Purpose                                             1
         -------------------------

ARTICLE II  Definitions                                                        1

   2.1   Account Balance                                                       1
         ---------------
   2.2   Allocation Election Form                                              1
         ------------------------
   2.3   Beneficiary                                                           2
         -----------
   2.4   Change in Control                                                     2
         -----------------
   2.5   Chief Executive Officer                                               4
         -----------------------
   2.6   Code                                                                  4
         ----
   2.7   Compensation                                                          4
         ------------
   2.8   Compensation Agreements                                               4
         -----------------------
   2.9   Compensation Dispersal Agreement                                      4
         --------------------------------
   2.10     Compensation Reduction Agreement                                   4
            --------------------------------
   2.11     Company                                                            4
            -------
   2.12     Cause                                                              4
            -----
   2.13     Deferred Compensation Committee                                    5
            -------------------------------
   2.14     Disability                                                         5
            ----------
   2.15     Early Withdrawal                                                   5
            ----------------
   2.16     Employee                                                           5
            --------
   2.17     Employer                                                           5
            --------
   2.18     ERISA                                                              5
            -----
   2.19     Fiscal Year                                                        5
            -----------
   2.20     Interim Distribution                                               5
            --------------------
   2.21     Interim Distribution Balance                                       5
            ----------------------------
   2.22     Interim Distribution Date                                          5
            -------------------------
   2.23     Interim Distribution Dispersal Agreement                           6
            ----------------------------------------
   2.24     Involuntary Termination of Employment                              6
            -------------------------------------
   2.25     Participant                                                        6
            -----------
   2.26     Participating Employer                                             6
            ----------------------
   2.27     Plan                                                               7
            ----
   2.28     Plan Year                                                          7
            ---------
   2.29     Spouse                                                             7
            ------
   2.30     Termination Benefit                                                7
            -------------------
   2.31     Termination Benefit Dispersal Agreement                            7
            ---------------------------------------
   2.32     Termination of Employment                                          7
            -------------------------
   2.33     Voluntary Deferrals                                                7
            -------------------

                                       ii

<PAGE>


ARTICLE III  Eligibility and Participation                                     7

   3.1   Eligibility and Participation                                         7
         -----------------------------
   3.2   Duration                                                              7
         --------
   3.3   Revocation of Future Participation                                    7
         ----------------------------------
   3.4   Notification                                                          8
         ------------

ARTICLE IV  Compensation Reduction Agreements and Account Balances

   4.1   Compensation Reduction Agreements                                     8
         ---------------------------------
   4.2   Termination Benefit Election                                          8
         ----------------------------
   4.3   Interim Distribution Election                                         9
         -----------------------------
   4.4   Prohibition Against Compensation Reduction Agreement Modifications    9
         ------------------------------------------------------------------
   4.5   Adjustments to Account Balances                                       9
         -------------------------------

ARTICLE V  Benefit Payments and Certain Withdrawals                           11

   5.1   Termination Benefit                                                  11
         -------------------
   5.2   Form of Payment for Termination Benefit                              11
         ---------------------------------------
   5.3   Disability Benefit                                                   11
         ------------------
   5.4   Death Benefit                                                        12
         -------------
   5.5   Change in Control                                                    12
         -----------------
   5.6   Interim Distribution                                                 12
         --------------------
   5.7   Early Withdrawal                                                     13
         ----------------
   5.8   Hardship Withdrawal                                                  13
         ------------------
ARTICLE VI  Administration                                                    13

   6.1   Plan Administration                                                  13
         -------------------
   6.2   Withholding                                                          13
         -----------
   6.3   Indemnification                                                      14
         ---------------
   6.4   Expenses                                                             14
         --------
   6.5   Delegation of Authority                                              14
         -----------------------
   6.6   Binding Decisions or Actions                                         14
         ----------------------------

ARTICLE VII  Amendment and Termination                                        14

   7.1   Amendment and Termination                                            14
         -------------------------
   7.2   Constructive Receipt Termination                                     14
         --------------------------------

ARTICLE VIII  Funding                                                         15

   8.1   General Assets                                                       15
         --------------
   8.2   Rabbi Trust                                                          15
         -----------

                                      iii

<PAGE>


ARTICLE IX   General Conditions

   9.1   Anti-assignment Rule                                                 15
         --------------------
   9.2   No Legal or Equitable Rights or Interest                             15
         ----------------------------------------
   9.3   No Employment Contract                                               15
         ----------------------
   9.4   Headings                                                             16
         --------
   9.5   Invalid or Unenforceable Provisions                                  16
         -----------------------------------
   9.6   Governing Law                                                        16
         -------------

















                                       iv

<PAGE>



                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN
                          (Effective February 10, 1998)
                       (First Amendment November 14, 2000)
                       -----------------------------------
                        (Second Amendment March 20, 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  unless a new
         Allocation Election Form is filed by the Participant. The


                                       1
<PAGE>

         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      Change in Control. Change in Control means the occurrence of any of the
         -----------------
         following:

         (a)  individuals  who, on the Effective  Date,  constitute the Board of
         Directors  of the Company  (the  "Incumbent  Directors")  cease for any
         reason to  constitute  at least a majority of the Board of Directors of
         the Company (the "Board"), provided that any person becoming a director
         subsequent  to the Effective  Date,  whose  election or nomination  for
         election was approved by a vote of at least two-thirds of the Incumbent
         Directors then on the Board shall be an Incumbent  Director;  provided,
         however,  that  no  individual  initially  elected  or  nominated  as a
         director of the Company as a result of an actual or threatened election
         contest with respect to directors or as a result of any other actual or
         threatened  solicitation  of proxies or consents by or on behalf of any
         person other than the Board shall be deemed to an Incumbent Director;

         (b) any  person  (as such term is  defined  in  Section  3(a)(9) of the
         Securities  Exchange  Act of 1934 (the  "Exchange  Act") and as used in
         Sections  13(d)(3) and  14(d)(2) of the  Exchange  Act) is or becomes a
         beneficial  owner (as  defined in Rule 13d-3 under the  Exchange  Act),
         directly or indirectly,  of securities of the Company  representing 25%
         or more of the combined voting power of the Company's then  outstanding
         securities eligible to vote for the election of the Board (the "Company
         Voting  Securities");  provided,  however,  that the event described in
         this  paragraph  (b) shall not be deemed to be a Change in  Control  by
         virtue of any of the following acquisitions:  (A) by the Company or any
         subsidiary,  (B)  by any  employee  benefit  plan  (or  related  trust)
         sponsored or  maintained by the Company or any  subsidiary,  (C) by any
         underwriter  temporarily  holding securities pursuant to an offering of
         such  securities,  (D)  pursuant to a  Non-Qualifying  Transaction  (as
         defined in  paragraph  (iii)),  or (E) a  transaction  (other  than one
         described in (c) below) in which Company Voting Securities are acquired
         from the Company,  if a majority of the Incumbent  Directors  approve a
         resolution  providing  expressly that the acquisition  pursuant to this
         clause (E) does not constitute a Change in Control under this paragraph
         (b);


                                       2
<PAGE>

         (c)  the  consummation  of a  merger,  consolidation,  statutory  share
         exchange or similar form of corporate transaction involving the Company
         or any of its subsidiaries  that requires the approval of the Company's
         stockholders,   whether  for  such   transaction  or  the  issuance  of
         securities  in  the  transaction  (a  "Business  Combination"),  unless
         immediately following such Business  Combination:  (A) more than 50% of
         the  total  voting  power of (x) the  corporation  resulting  from such
         Business   Combination  (the  "Surviving   Corporation"),   or  (y)  if
         applicable, the ultimate parent corporation that directly or indirectly
         has beneficial  ownership of 100% of the voting securities  eligible to
         elect   directors   of   the   Surviving   Corporation   (the   "Parent
         Corporation"),  is represented by Company Voting  Securities  that were
         outstanding  immediately  prior to such  Business  Combination  (or, if
         applicable,  is  represented  by shares into which such Company  Voting
         Securities were converted pursuant to such Business  Combination),  and
         such voting  power among the holders  thereof is in  substantially  the
         same  proportion as the voting power of such Company Voting  Securities
         among  the  holders   thereof   immediately   prior  to  the   Business
         Combination,  (B) no person  (other than any employee  benefit plan (or
         related trust) sponsored or maintained by the Surviving  Corporation or
         the Parent Corporation),  is or becomes the beneficial owner,  directly
         or  indirectly,  of 25%  or  more  of the  total  voting  power  of the
         outstanding voting securities eligible to elect directors of the Parent
         Corporation  (or,  if there is no  Parent  Corporation,  the  Surviving
         Corporation) and (C) at least a majority of the members of the board of
         directors  of  the  Parent  Corporation  (or,  if  there  is no  Parent
         Corporation,  the Surviving  Corporation) following the consummation of
         the Business  Combination  were Incumbent  Directors at the time of the
         Board's  approval of the execution of the initial  agreement  providing
         for such Business Combination (any Business Combination which satisfies
         all of the criteria specified in (A), (B) and (C) above shall be deemed
         to be a "Non-Qualifying Transaction");

         (d)  the  stockholders  of  the  Company  approve  a plan  of  complete
         liquidation  or  dissolution  of  the  Company  or a  sale  of  all  or
         substantially all of the Company's assets; or

         (e) the  consummation  of any  sale  or  disposition  of the  Company's
         ownership  interest  (direct or indirect) in a  Participating  Employer
         that  results  in the  Company  no  longer  maintaining  at least a 50%
         ownership  interest  (directly  or  indirectly)  in such  Participating
         Employer. For the avoidance of doubt, such sale or disposition shall be
         considered  a Change of Control  only for such  affected  Participating
         Employer  (and  its  related   Participants)  and  not  for  any  other
         Participating Employer not so affected.

         Notwithstanding the foregoing, a Change in Control of the Company shall
         not be deemed to occur solely  because any person  acquires  beneficial
         ownership of more than 25% of the Company Voting Securities as a result
         of the  acquisition of Company  Voting  Securities by the Company which
         reduces the number of Company Voting Securities outstanding;  provided,
                                                                       --------
         that if after
         ----

         such  acquisition  by the Company  such person  becomes the  beneficial
         owner of  additional  Company  Voting  Securities  that  increases  the
         percentage of


                                       3
<PAGE>

         outstanding  Company  Voting  Securities  beneficially  owned  by  such
         person, a Change in Control of the Company shall then occur.

2.5      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.

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

2.7      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.

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

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

2.10     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.

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

2.12     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.


                                       4
<PAGE>


2.13     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.

2.14     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.

2.15     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.

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

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

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

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

2.20     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.

2.21     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.

2.22     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


                                       5
<PAGE>

         end of the Plan Year to which the Compensation relates.

2.23     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.

2.24     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.

2.25     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.

2.26     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


                                       6
<PAGE>

         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.

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

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

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

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

2.31     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.

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

2.33     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

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


                                       7
<PAGE>

         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.

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


                                       8
<PAGE>

         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.

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

                                       9
<PAGE>

         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)
         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

                                       10
<PAGE>

         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 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.


                                       11
<PAGE>

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      Change  in  Control.  Notwithstanding  anything  in  the  Plan  to  the
         -------------------
         contrary,  in the event of an  Involuntary  Termination  of  Employment
         within   three  (3)  years   following  a  Change  in   Control,   each
         Participant's Account Balance shall be valued as of the last day of the
         month in which the Involuntary  Termination of Employment  occurs,  and
         shall be paid to such  Participant  in a lump sum within seven (7) days
         following such valuation date.

         5.6  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.



                                       12
<PAGE>

5.7      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.

5.8      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).


                                       13
<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

                                       14
<PAGE>

         Committee,  in its  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.


                                       15
<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.


                                       16
<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:_________________________________


















                                       17
<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.






                                       18