SECOND AMENDED AND RESTATED RENEWAL PROMISSORY NOTE

$2,500,000,000                                                    June 21, 2000
                                                             San Antonio, Texas

         This Second Amended and Restated  Renewal  Promissory  Note renews that
certain  Amended and Restated  Promissory  Note dated as of June 22, 1999 in the
original principal amount of $2,500,000,000 by HomeSide Lending, Inc., as maker,
in favor of National Australia Bank Limited,  as payee, the original of which is
affixed hereto.

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

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

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

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

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

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

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

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

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

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

                                                 HOMESIDE LENDING, INC.


                                                 By:
                                                 As Its: _________________



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Schedule A to Note

                         LOANS AND PAYMENTS OF PRINCIPAL

           Principal         Amount of        Unpaid Principal    Notations made
Date    Amount of Loans    Principal Paid        Balance                by
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