NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN


                          (Effective February 10, 1998)



<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

<S>                                                                                                      <C>
ARTICLE I Establishment and Purpose                                                                      4

   1.1   Establishment and Purpose.......................................................................4
         -------------------------

ARTICLE II  Definitions                                                                                  4

   2.1   Account Balance.................................................................................4
         ---------------
   2.2   Beneficiary.....................................................................................4
         -----------
   2.3   Change in Control...............................................................................4
         -----------------
   2.4   Chief Executive Officer.........................................................................6
         -----------------------
   2.5   Code............................................................................................6
         ----
   2.6   Compensation....................................................................................6
         ------------
   2.7   Company.........................................................................................6
         -------
   2.8   Deferred Compensation Committee.................................................................7
         -------------------------------
   2.9   Disability......................................................................................7
         ----------
   2.10     Employee.....................................................................................7
            --------
   2.11     Employer.....................................................................................7
            --------
   2.12     ERISA........................................................................................7
            -----
   2.13     Fiscal Year..................................................................................7
            -----------
   2.14     MNC Plan.....................................................................................7
            --------
   2.15     Participant..................................................................................7
            -----------
   2.16     Participating Employer.......................................................................7
            ----------------------
   2.17     Plan.........................................................................................8
            ----
   2.18     Plan Year....................................................................................8
            ---------
   2.19     Spouse.......................................................................................8
            ------

ARTICLE III  Eligibility and Participation                                                               8

   3.1   Eligibility and Participation...................................................................8
         -----------------------------
   3.2   Duration........................................................................................8
         --------
   3.3   Revocation of Future Participation..............................................................8
         ----------------------------------
   3.4   Notification....................................................................................8
         ------------
   3.5   Prior Plan......................................................................................8
         ----------

ARTICLE IV  Compensation Reduction Agreements and Account Balances                                       9

   4.1   Compensation Reduction Agreements...............................................................9
         ---------------------------------
   4.2   Prohibition Against Compensation Reduction Agreement Modifications..............................9
         ------------------------------------------------------------------
   4.3   Adjustments to Account Balances.................................................................9
         -------------------------------

ARTICLE V  Benefit Payments and Certain Withdrawals                                                     11

   5.1   Regular Benefit................................................................................11
         ---------------
   5.2   Form of Payment................................................................................11
         ---------------
   5.3   Disability Benefit.............................................................................11
         ------------------
   5.4   Death Benefit..................................................................................11
         -------------
   5.5   Hardship Withdrawal............................................................................12
         -------------------
   5.6   Change in Control..............................................................................12
         -----------------
   5.7   Other Payment Events...........................................................................12
         --------------------

ARTICLE VI  Administration                                                                              12

   6.1   Plan Administration............................................................................12
         -------------------
   6.2   Withholding....................................................................................12
         -----------
   6.3   Indemnification................................................................................12
         ---------------
   6.4   Expenses.......................................................................................13
         --------
   6.5   Delegation of Authority........................................................................13
         -----------------------
   6.6   Binding Decisions or Actions...................................................................13
         ----------------------------

ARTICLE VII  Amendment and Termination                                                                  13

   7.1   Amendment and Termination......................................................................13
         -------------------------
   7.2   Constructive Receipt Termination...............................................................13
         --------------------------------

ARTICLE VIII  Funding                                                                                   14

   8.1   General Assets.................................................................................14
         --------------
   8.2   Rabbi Trust....................................................................................14
         -----------

ARTICLE IX   General Conditions                                                                         14

   9.1   Anti-assignment Rule...........................................................................14
         --------------------
   9.2   No Legal or Equitable Rights or Interest.......................................................14
         ----------------------------------------
   9.3   No Employment Contract.........................................................................14
         ----------------------
   9.4   Headings.......................................................................................15
         --------
   9.5   Invalid or Unenforceable Provisions............................................................15
         -----------------------------------
   9.6   Governing Law..................................................................................15
         -------------


</TABLE>



<PAGE>





                                 NAB GROUP - USA
                           DEFERRED COMPENSATION PLAN
                          (Effective February 10, 1998)


                                    ARTICLE I
                            Establishment and Purpose

1.1  Establishment and Purpose. Each of Michigan National Corporation, HomeSide,
     Inc., and National  Australia Bank Ltd. (New York Branch) 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.  A  Participant's
     Account Balance shall be maintained in accordance with Section 4.3.

2.2  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.

2.3  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);

          (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.

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

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  deferred  salary  approved  by the  Deferred  Compensation
     Committee as compensation for purposes of this Plan), bonus, and other cash
     compensation.

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

2.8  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.

2.9  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.

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

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

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

2.13 Fiscal Year. Fiscal Year means October 1 through September 30.

2.14 MNC Plan.  MNC Plan means the Michigan  National  Corporation  Supplemental
     Deferred Compensation Plan, as amended through the Effective Date.

2.15 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.

2.16 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).

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

2.18 Plan Year. Plan Year means January 1 through December 31.

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




                                   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 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.

3.5  Prior Plan. Notwithstanding the provisions of Section 3.1, all participants
     in the  MNC  Plan  as of the  Effective  Date  shall  automatically  become
     Participants in this Plan.


                                   ARTICLE IV
             Compensation Reduction Agreements and Account Balances

4.1  Compensation  Reduction Agreements.  Deferrals made under the Plan shall be
     made in accordance with a written compensation reduction agreement provided
     by the Deferred  Compensation  Committee for that purpose.  Salary deferral
     elections  shall be made no later than  December 1 preceding  the Plan Year
     for which the deferrals are made. Bonus deferral elections shall be made no
     later  than  September  1 of the Fiscal  Year to which such bonus  relates.
     Other cash compensation  deferral elections shall be made prior to the time
     such  amounts  have been  earned.  Notwithstanding  the  foregoing,  (i) an
     Employee  who  becomes a  Participant  during any Plan Year may make salary
     deferral  elections  for  such  Plan  Year  within  30 days of  becoming  a
     Participant,  and (ii) a  Participant  wishing to defer a guaranteed  bonus
     must make a deferral  election in respect of such  guaranteed  bonus within
     three  weeks  of  commencement  of  employment.  A  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. A compensation
     reduction  agreement shall specify the form of  distribution  for deferrals
     made  during the Plan Year to which the  compensation  reduction  agreement
     applies.  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  Prohibition  Against  Compensation  Reduction  Agreement  Modifications.  A
     Participant shall make an irrevocable election as to the amount and form of
     payment at the time of each deferral election;  provided,  however,  that a
     Participant  shall be  permitted  to make a one-time  irrevocable  election
     (regarding  the form of payment)  after age  fifty-four  (54) provided such
     election is at least twelve (12) months prior to the Participant's  date of
     termination of employment.  Except as provided in the preceding sentence, a
     Participant may not modify a compensation reduction agreement during a Plan
     Year,  either by changing the amount of the  compensation  reduction or the
     designated  form  of  distribution  for  the  compensation   reduction.  In
     addition,  a participant may not revoke a compensation  reduction agreement
     once approved by the Deferred Compensation Committee.

4.3  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  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)  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
     4.3(b).  Each  Participant  in the MNC Plan shall  have such  Participant's
     account balance as of the Effective Date in the MNC Plan  transferred  into
     this Plan,  and such amounts shall be  considered to be such  Participant's
     Account Balance as of the Effective Date.

     (b) The Deferred Compensation Committee shall provide each Participant with
     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  4.3(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).

     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.  In  the  event  that a  Participant  is
     currently receiving  distributions of such Participant's Account 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 Account Balance is hypothetically  invested.  Notwithstanding anything
     in this Section 4.3(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  Regular  Benefit.  Subject  to the  provisions  of  this  Article  V,  each
     Participant  shall be  entitled  to a benefit  in an  amount  equal to such
     Participant's  Account  Balance  as of  the  end  of  the  month  in  which
     termination  of  employment  occurs,  subject to adjustment in the event of
     payment in installments under Section 5.2(b).

5.2  Form of Payment.  A  Participant  may elect (as provided in Section 4.2) to
     have such Participant's  Account Balance distributed:  (a) in a single lump
     sum; or (b) in equal annual  installment  payments for a selected number of
     years not to exceed twenty (20) years.  If  installments  are elected,  the
     first  installment  shall  be  payable  within  45 days of  termination  of
     employment.

5.3  Disability Benefit. In the event of Disability,  a Participant may elect to
     commence immediate  distribution of such  Participant's  Account Balance in
     accordance with the form of payment previously elected.

5.4  Death  Benefit.  Notwithstanding  a  Participant's  election  as to form of
     payment, 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  Hardship Withdrawal.  Prior to termination of employment, a Participant may
     request a payment 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,  including,  but  not  limited  to,  college  tuition
     payments.  The Deferred  Compensation  Committee,  in its sole  discretion,
     shall determine whether a Participant has experienced a financial hardship.
     The amount of any  payment on account of  financial  hardship is limited to
     the amount of the  severe  financial  need  which  cannot be met with other
     resources of the Participant.

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

5.7  Other Payment Events. Notwithstanding anything in the Plan to the contrary,
     each  Participant  shall  receive  payment  of such  Participant's  Account
     Balance at such time or times, if any, as may be specified in a Rabbi Trust
     established pursuant to Section 8.2.


                                   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).

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
     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.

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.

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


<PAGE>



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


                                   MICHIGAN NATIONAL CORPORATION

                                   By:   /s/ Douglas E. Ebert
                                   Its: Chief Financial Officer

                                   ATTEST:_____________________


                                   HOMESIDE, INC.

                                   By: /s/ Joe K. Pickett
                                   Its:  Chairman and Chief Executive Officer

                                   ATTEST:_______________________


                                   NATIONAL AUSTRALIA BANK LTD.
                                   (NEW YORK BRANCH)

                                   By: ___________________________
                                   Its: __________________________

                                   ATTEST:________________________






<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