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                                                              Exhibit 10(e)
                                SUBORDINATED NOTE

                                                  Charlotte, North Carolina
                                                            October 2, 1994

     FOR VALUE RECEIVED, the undersigned, Main Place Funding Corporation, a
Delaware  corporation (the "Company"), unconditionally promises to  pay  to
the  order  of  NationsBank  of Texas, National  Association  ("NationsBank
Texas")  in  lawful  money of the United States of America  in  immediately
available  funds  the principal amount of $1,300,000,000 on  September  25,
1999  (the  "Maturity  Date"); provided, however,  that  if  the  Company's
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proposed  Mortgage-Backed  Bonds, Series  1995-1  (the  "Bonds")  are  then
outstanding, payment of the principal amount hereof shall be deferred until
such  Bonds are paid in full.  The Company may, at its option, prepay  this
Note  in whole or in part without premium at any time and from time to time
from  funds of the Company which are not subject to the lien of any  senior
debt)  and  shall  be required to prepay this Note promptly  following  the
closing  of  the sale of the Bonds in an amount equal to the  net  proceeds
received by the Company from the sale of the Bonds.

      The  undersigned further agrees to pay interest in like money on  the
unpaid principal amount hereof from time to time from the date hereof at  a
rate per annum equal to 8.0%, on the basis of a 360-day year consisting  of
twelve  30-day months.  Interest shall be payable in arrears on each  March
25, June 25, September 25 and December 26, commencing December 26, 1994, or
in  each  case, on the following business day if such day is not a business
day, and upon final payment of the unpaid principal amount hereof.

      This  Note is subordinate and junior in right and time of payment  to
all  "Senior  Debt" of the Company, which is any Indebtedness  (as  defined
below)  of  the  Company  and  all renewals, extensions,  refinancings  and
refundings  thereof, except any such Indebtedness that  expressly  provides
that  it  is  not  senior  or superior in right of payment  to  this  Note.
"Indebtedness" is any indebtedness, whether or not contingent,  in  respect
of  borrowed   money  or evidenced by bonds, notes, debentures  or  similar
instruments  or letters of credit (or reimbursement agreements  in  respect
thereto) including the Bonds, whether any such indebtedness would appear as
a  liability  upon  a  balance  sheet of the  Company  in  accordance  with
generally accepted accounting principles.

      All scheduled payments of principal and interest in respect of Senior
Debt  must  be  paid before this Note shall be payable, and  all  scheduled
payments  of principal and interest on this Note shall be payable  only  to
the  extent that the Company, after paying all of its accounts payable  and
other  current expenses, has the funds to make such payments.  The  Company
agrees,  and  the  holder  hereof by accepting this  Note  agrees,  to  the
subordination provisions herein contained.  Notwithstanding any  provisions
herein to the contrary, the obligations of the Company hereunder shall  not
be  recourse  to the trust created by the indenture under which  the  Bonds
will  be issued or any assets thereof while they remain subject to the lien
of such indenture.

      The  holder of this Note, by it acceptance hereof, hereby covenants  and
agrees  that  it  will not at any time institute against  the  Company  any
bankruptcy,   reorganization,  arrangement,   insolvency   or   liquidation
proceedings, or other proceedings under any United Stated federal or  state
bankruptcy or similar law.

      IN  WITNESS  WHEREOF, the Company has caused this  Note  to  be  duly
executed as of the day and year first above written.

                         MAIN PLACE FUNDING CORPORATION

                         By:  /s/   John E. Mack
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                              Name

                              Senior Vice President
                              ---------------------
                              Title
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