HOMESIDE INTERNATIONAL INC
LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex10-85.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>












                                  Exhibit 10.85


                             HOMESIDE LENDING, INC.
                          2001 LONG TERM INCENTIVE PLAN


                        PORTIONS OF THIS DOCUMENT MARKED

                                     "*****"

                        HAVE BEEN REDACTED PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL TREATMENT
                                 FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION













<PAGE>
<TABLE>


                             HOMESIDE LENDING, INC.
                          2001 LONG TERM INCENTIVE PLAN



                                                                                                                               Page
                                                                                                                               ----


<S>          <C>                                                                                                                 <C>
SECTION 1    DEFINITIONS.........................................................................................................1

SECTION 2    ELIGIBILITY.........................................................................................................4

SECTION 3    PERFORMANCE TARGETS.................................................................................................5

SECTION 4    PAYMENT OF AWARDS...................................................................................................6

SECTION 5    ADMINISTRATION OF THE PLAN..........................................................................................8

SECTION 6    CLAIM REVIEW PROCEDURE.............................................................................................10

SECTION 7    LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEES AND
             UNCLAIMED PAYMENTS.................................................................................................12

SECTION 8    LIMITATION OF RIGHTS...............................................................................................13

SECTION 9    AMENDMENT TO OR TERMINATION OF THE PLAN............................................................................14

SECTION 10   MISCELLANEOUS......................................................................................................15
</TABLE>









                                       i
<PAGE>



                             HOMESIDE LENDING, INC.
                          2001 LONG TERM INCENTIVE PLAN



         WHEREAS,  HomeSide  Lending  Inc.  (the "Plan  Sponsor")  and  National
Australia  Bank Limited  ("Parent")  desire to encourage and retain  certain key
employees to achieve performance targets specified in this plan in order to grow
the HomeSide business and increase shareholder value;

         NOW,  THEREFORE,  the  Plan  Sponsor  does  hereby  establish  the 2001
HomeSide  Lending,  Inc. Long Term Incentive Plan (the "Plan"),  effective as of
October 1, 2001, to read as follows:

                                    SECTION 1
                                   DEFINITIONS
                                   -----------

         Wherever used herein,  the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise and the following words and phrases shall, when used herein,
have the meanings set forth below:

         1.1.  "Award"  means each  Participant's  individual  allocation of the
                -----
total  amount  available  for  payment  under  the  Plan  upon  satisfaction  of
performance targets.

         1.2.  "Beneficiary"  means  (a) the  Participant's  spouse or (b) if no
                -----------
spouse is alive, the Participant's surviving children, or (c) if no children are
alive, the  Participant's  parent or parents,  or (d) if no parent is alive, the
legal representative of the deceased Participant's estate.

         1.3.  "Board of  Directors"  means the Board of  Directors  of the Plan
                -------------------
Sponsor.


         1.4. "Cause" shall mean only:
               -----

               (i)  the  willful  and  continued  failure  (not  resulting  from
          disability)   by  the   individual   to  perform   substantially   the
          individual's   duties  with  the  Plan  Sponsor  after  a  demand  for
          substantial performance is delivered to the individual by the board of
          directors of the Plan Sponsor;

               (ii) gross negligence or willful  misconduct by the individual in
          the  execution  of  the  individual's   duties,  which  is  materially
          injurious to the business or reputation of the Plan Sponsor or Parent;

               (iii)  conviction of the  individual  of, or a plea in a court of
          law by the individual of no contest or guilty to, or written admission
          to, a criminal charge which constitutes a felony;

               (iv)  use  by  the  individual  of  alcohol  or  drugs  or  other
          controlled  substances  which  interferes  with the performance of the
          individual's  duties or which  compromises,  or could compromise,  the
          integrity and

<PAGE>

          reputation  of the Plan  Sponsor or Parent,  their  affiliates,  their
          employees or their products; or

               (v)  willful  breach  by the  individual  of a  material  policy,
          program or rule of the Plan Sponsor or the Parent.

         No act, or failure to act, on the individual's part shall be considered
"willful" unless done, or omitted to be done, by the individual in bad faith and
without  reasonable  belief that such action or omission  was in, or not opposed
to, the best interests of the Plan Sponsor or the Parent. Any act, or failure to
act,  based upon authority  given  pursuant to a resolution  duly adopted by the
Plan  Sponsor or Parent or based  upon  written  advice of counsel  for the Plan
Sponsor or Parent shall be  conclusively  presumed to be done,  or omitted to be
done,  by the  individual  in good faith and in the best  interests  of the Plan
Sponsor.

         1.5. "Code" means the Internal Revenue Code of 1986, as amended.
               ----

         1.6.  "Disability"  means a disability such that in the sole opinion of
                ----------
Parent (determined in good faith) renders the Participant  incapable of properly
performing services with the Plan Sponsor for the remainder of the Plan Period.

         1.7.  "Good  Reason"  shall  exist  upon the  occurrence,  without  the
                ------------
individual's express written consent, of any of the following events:

               (i) the Plan Sponsor assigns to the individual  full-time  duties
          of a substantially  non executive or non managerial  nature  excluding
          for this  purpose an isolated  action not taken in bad faith and which
          is  remedied  by the Plan  Sponsor  promptly  after  receipt of notice
          thereof given by the individual;

               (ii) only where the individual has a written employment  contract
          with the Plan Sponsor,  a material  adverse change in the individual's
          position  as an  executive  officer  of the  Plan  Sponsor  including,
          without limitation,  an adverse change in the individual's position as
          a result of a significant  diminution in the  individual's  duties and
          responsibilities,  other than an isolated  change not occurring in bad
          faith and which is remedied by the Plan Sponsor promptly after receipt
          of notice thereof given by the individual;

               (iii) the Plan Sponsor materially reduces the individual's salary
          or target bonus opportunity;

               (iv) where a written employment agreement exists between the Plan
          Sponsor and an individual, the Plan Sponsor defaults in performing any
          of its  material  obligations  contained in the  individual's  written
          employment agreement; or

               (v) where a written employment  agreement exists between the Plan
          Sponsor and an individual, the Plan Sponsor requires the individual to
          relocate the  individual's  principal  office beyond a radius of fifty
          miles  from  the  individual's  office  as at the  date of this  Plan,
          provided that such employment agreement contains this provision.


                                       2
<PAGE>

         "Good Reason" shall not exist until after the  individual has given the
Chairman  of the  Board  of  Directors  written  notice  (the  "Notice")  of the
applicable  event  within 30 days of such event and such  event is not  remedied
within 30 days after receipt of the Notice specifically delineating such claimed
event and setting forth the  individual's  intention to terminate  employment if
not  remedied;  provided,  that if the  specified  event  cannot  reasonably  be
remedied  within such 30-day  period and the Plan Sponsor  commences  reasonable
steps within such 30-day  period to remedy such event and  diligently  continues
such  steps  thereafter  until a  remedy  is  effected,  such  event  shall  not
constitute  "Good Reason"  provided  that such event is remedied  within 60 days
after receipt of the Notice.

         1.8.  "Participant"  means an executive who has been  determined by the
                -----------
Plan  Committee  to be a member  of a  "select  group of  management  or  highly
compensated  employees,"  within the meaning of ERISA Section  301(a)(3) and who
has been selected by the Plan Committee for participation in this Plan.

         1.9.  "Performance Targets" means those targets described in Section 3.
                -------------------

         1.10. "Plan  Committee"  means a committee  consisting of the Executive
                ---------------
General  Manager of People and Culture of National  Australia Bank Limited,  the
Chief  Executive  Officer  of the Plan  Sponsor  and the  Managing  Director  of
National Australia Bank Limited.

         1.11.  "Plan  Period"  means the period  beginning on April 1, 2001 and
                 ------------
ending on March 31, 2003.

         1.12. "Target Award Pool" shall be US$ 10 million.
                -----------------







                                       3
<PAGE>



                                    SECTION 2
                                   ELIGIBILITY
                                   -----------



Executives  who will be  Participants  in the  Plan  will be  notified  of their
participation  by the  Chief  Executive  Officer  of the  Plan  Sponsor  (or his
delegate) by letter  substantially  in the form of Annex B hereto.  Participants
other than **** will not be entitled to know who other Participants are.

         2.1. For certain  purposes,  the  Participants  will be  designated  as
either in Group 1, Group 2, or Group 3. The only persons  entitled to know which
group a Participant is in are the Plan Committee and those persons designated by
the Plan Committee.











                                       4
<PAGE>





                                   SECTION 3
                               PERFORMANCE TARGETS
                               -------------------



         3.1. The Target Award Pool or a portion  thereof,  shall become payable
in  accordance  with  Section  4  based  on  the  Company's  achievement  of the
Performance Targets set out in this Section 3.

         3.2. Construction.
              ------------

              *****

         3.3.  The  following  table sets out the  Minimum  Required  Net Income
required to achieve the  Allocated  Target Award Pool amount for each six months
during the Plan Period.

              *****



         3.4. Examples:
              --------

              *****










                                       5
<PAGE>





                                   SECTION 4
                                PAYMENT OF AWARDS
                                -----------------

         4.1.  Payment at end of Plan Period.  Payment of a Participant's  Award
               -----------------------------
will  ordinarily be made on or before May 15, 2003 if the  Participant  is still
employed by the Plan Sponsor on March 31, 2003. Each Participant's Award will be
determined by the Plan Committee in accordance with Section 5.4.

         4.2.  Payment  on Death.  In the event  that a  Participant  terminates
               -----------------
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's  death,  pro-rata payment of the  Participant's  Award will be
made to the  Participant's  Beneficiary  for work performed to the date of death
and will be paid at the end of the Plan Period. The amount of the Award shall be
determined by the Plan Committee in accordance with Section 5.4.

         4.3. Payment on Disability.  In the event that a Participant terminates
              ---------------------
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's  Disability,  pro-rata payment of the Participant's Award will
be made to the  Participant  for work  performed to the date of  termination  of
employment due to Disability and will be paid at the end of the Plan Period. The
amount of the Award shall be determined by the Plan Committee in accordance with
Section 5.4.

         4.4. Payment on Retirement.  In the event that a Participant terminates
              ---------------------
employment  with the Plan Sponsor prior to the end of the Plan Period because of
the Participant's  retirement  (determined in accordance with the Plan Sponsor's
then existing policies for determining the timing of an executive's retirement),
pro-rata payment of the Participant's  Award will be made to the Participant for
work performed to the date of retirement and will be paid at the end of the Plan
Period.  The amount of the Award shall be  determined  by the Plan  Committee in
accordance with Section 5.4.

         4.5.  Payment on Termination  other than  Termination for Cause. In the
               ---------------------------------------------------------
event that a Participant's employment is terminated by the Plan Sponsor prior to
the end of the Plan Period for reasons  other than  Cause,  full  payment of the
Participant's  Award  shall  be made  and  will  be paid at the end of the  Plan
Period.  The amount of the Award shall be  determined  by the Plan  Committee in
accordance with Section 5.4.

         4.6.  Payment  on  Resignation  by  Participant.  In the  event  that a
               -----------------------------------------
Participant resigns his employment with the Plan Sponsor prior to the end of the
Plan Period for reasons which do not  constitute  Good Reason,  the  Participant
shall not be entitled to payment of the Participant's Award. In the event that a
Participant  resigns his  employment  with the Plan  Sponsor  for reasons  which
constitute Good Reason, full payment of the Participant's Award will be made and
will be paid at the end of the Plan  Period.  The  amount of the Award  shall be
determined by the Plan Committee in accordance with Section 5.4.

         4.7. Transfers.  Notwithstanding anything in this Plan, in the event of
              ---------
a Participant's transfer out of the Plan Sponsor to another part of the National
Australia Bank Group prior to the end of the Plan Period, as a minimum,  payment
will be made to the individual  for work performed to the date of transfer,  but


                                       6
<PAGE>

the actual Award will be based on the  circumstances  of each situation and will
be determined by the Plan  Committee in accordance  with Section 5.4.  After the
transfer the individual will cease to be entitled to participate in the Plan.

         4.8. Leave of Absence.  In the event that a Participant  has a leave of
              ----------------
absence during the Plan Period, as a minimum, eligibility for Award payment will
cover work performed to the date of leave and after return from leave  (assuming
the return from leave occurs during the Plan Period and in  accordance  with the
terms of the leave). The actual amount of payment will be determined by the Plan
Committee in accordance with Section 5.4.

         4.9.  Sale of  Business.  In the event that  Parent is the subject of a
               -----------------
successful  takeover or if Plan Sponsor is sold by Parent, the Target Award Pool
will be fully earned and will be vested upon the completion of the sale.  Unless
otherwise required by a Participant's  individual employment agreement,  payment
of Awards shall be made upon the 90th day after the  completion  of a successful
takeover  of Parent or sale of the Plan  Sponsor to those  Participants  who are
still  employed by the Plan Sponsor on such date and to any  Participant  who is
terminated by the Plan Sponsor  without Cause or who  terminates  employment for
Good Reason  between  the  completion  of the  takeover or sale and the 90th day
after  such  completion.  The  amount  of the  Award to a  Participant  shall be
determined by the Plan Committee in accordance with Section 5.4. For the purpose
of this section 4.9, (a) the term `successful takeover' means the acquisition by
another party,  unrelated to the Parent, of all of the issued capital of Parent;
and (b) the term `sale' or `sold'  means a sale by the Parent to another  party,
unrelated to Parent, of a portion or the whole of the Plan Sponsor (other than a
sale of  servicing  rights,  loans or other  assets  in the  ordinary  course of
business),  which sale  reflects the Parent's  intent to exit the U.S.  mortgage
business;  provided further,  if a Participant has an employment  agreement that
provides for full vesting of the $10 million Target Award Pool in the event of a
sale of the  Plan  Sponsor,  then  the  reference  to  sale  in such  employment
agreement shall include the definition of such term as described in the Plan.









                                       7
<PAGE>

                                   SECTION 5
                           ADMINISTRATION OF THE PLAN
                           --------------------------

         5.1. Operation of the Plan Committee. The members of the Plan Committee
              -------------------------------
shall be as described in Section 1.10.

         5.2. Duties of the Plan Committee.
              ----------------------------

              (a) The Plan Committee shall select the  Participants  and may add
         Participants  at any time during the Plan  Period.  The Plan  Committee
         shall determine the making of all payments under the terms of the Plan.

              (b) The Plan Committee  shall from time to time  establish  rules,
         not contrary to the provisions of the Plan, for the  administration  of
         the  Plan  and the  transaction  of its  business.  All  elections  and
         designations  under the Plan by a Participant or  Beneficiary  shall be
         made on forms  prescribed  by the Plan  Committee.  The Plan  Committee
         shall have  discretionary  authority  to construe the terms of the Plan
         and  shall  determine  all  questions  arising  in the  administration,
         interpretation and application of the Plan, including,  but not limited
         to, those concerning  eligibility for benefits.  All  determinations of
         the Plan Committee shall be conclusive and binding on all  Participants
         and  Beneficiaries.  The Plan Committee shall furnish  Participants and
         Beneficiaries  with all disclosures,  if any, now or hereafter required
         by ERISA or the Code. The Plan Committee  shall file, as required,  the
         various reports and disclosures  concerning the Plan and its operations
         as required by ERISA and by the Code,  and shall be solely  responsible
         for establishing and maintaining all records of the Plan.

              (c) The  statement  of specific  duties for the Plan  Committee in
         this  Section is not in  derogation  of any other duties which the Plan
         Committee has under the provisions of the Plan or under applicable law.

         5.3.  Action by the Plan  Sponsor.  Any  action to be taken by the Plan
               ---------------------------
Sponsor shall be taken by resolution  or written  direction  duly adopted by the
Board of Directors or appropriate  governing body, as the case may be; provided,
however, that by such resolution or written direction, the Board of Directors or
appropriate  governing  body, as the case may be, may delegate to any officer or
other  appropriate  person of the Plan  Sponsor the  authority  to take any such
actions as may be specified in such resolution or written direction,  other than
the power to amend, modify or terminate the Plan.

         5.4.  Determining  Quantums of Payment.  The Plan Committee  shall make
               --------------------------------
determinations  as  to  the  amount  of  a  Participant's  payment  as  follows.
Determination of payment amounts for those Participants in Group 1 shall be made
solely by the Managing Director of Parent.  Determination of payment amounts for
those  Participants  in Group 2 shall be made by the  Chairman  of the  Board of
Directors  and Chief  Executive  Officer of the Plan Sponsor and approved by the
Managing  Director  of  Parent.  Determination  of  payment  amounts  for  those
Participants  in Group 3 shall be made  solely by the  Chairman  of the Board of
Directors and Chief Executive Officer of the Plan Sponsor.  Determination of the
payment  amounts for those  Participants  who are entitled to payment because of

                                       8
<PAGE>

events  described in Sections 4.2 to 4.7 will be  determined  at the time of the
event.



















                                       9
<PAGE>





                                   SECTION 6
                             CLAIM REVIEW PROCEDURE

         6.1. In the event that a Participant  or  Beneficiary is denied a claim
for benefits under the Plan,  the Plan Committee  shall provide to such claimant
written notice of the denial which shall set forth:

              (a) the specific reasons for the denial;

              (b) specific references to the pertinent provisions of the Plan on
         which the denial is based;

              (c) a  description  of  any  additional  material  or  information
         necessary for the claimant to perfect the claim and an  explanation  of
         why such material or information is necessary; and

              (d) an explanation of the Plan's claim review procedure.

         6.2.  After  receiving  written  notice  of the  denial  of a claim,  a
claimant or his representative may:

              (a)  request  a full and fair  review of such  denial  by  written
         application to the Plan Committee;

              (b) review pertinent documents; and

              (c) submit issues and comments in writing to the Plan Committee.

         6.3. If the claimant  wishes such a review of the decision  denying his
claim to benefits under the Plan, he must submit such written application to the
Plan  Committee  within sixty (60) days after  receiving  written  notice of the
denial.

         6.4.  Upon  receiving  such written  application  for review,  the Plan
Committee may schedule a hearing for purposes of reviewing the claimant's claim,
which  hearing  shall take place not more than thirty (30) days from the date on
which the Plan Committee received such written application for review.

         6.5.  At  least  ten (10)  days  prior to the  scheduled  hearing,  the
claimant  and his  representative  designated  in writing by him, if any,  shall
receive written notice of the date,  time, and place of such scheduled  hearing.
The  claimant or his  representative,  if any,  may request  that the hearing be
rescheduled,  for his  convenience,  on  another  reasonable  date or at another
reasonable time or place.

         6.6. All  claimants  requesting a review of the decision  denying their
claim for benefits may employ counsel for purposes of the hearing.


                                       10
<PAGE>

         6.7. No later than sixty (60) days following the receipt of the written
application  for review,  the Plan  Committee  shall  submit its decision on the
review in writing to the claimant  involved and to his  representative,  if any;
provided,  however,  a decision  on the  written  application  for review may be
extended,  in the event special circumstances such as the need to hold a hearing
require an  extension of time,  to a day no later than one hundred  twenty (120)
days  after the date of receipt  of the  written  application  for  review.  The
decision shall include specific reasons for the decision and specific references
to the pertinent provisions of the Plan on which the decision is based.
















                                       11
<PAGE>





                                   SECTION 7
                  LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEES AND UNCLAIMED PAYMENTS
                 -----------------------------------------------

         7.1.  No benefit  which  shall be payable  under the Plan to any person
shall be subject  in any manner to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate,  sell, transfer,  assign, pledge, encumber or charge the same shall be
void;  and no such benefit shall in any manner be liable for, or subject to, the
debts, contracts, liabilities,  engagements or torts of any person, nor shall it
be subject to attachment or legal process for, or against,  such person, and the
same shall not be  recognized  under the Plan,  except to such  extent as may be
required by law.

         7.2. If any person who shall be entitled to any benefit  under the Plan
shall become bankrupt or shall attempt to anticipate,  alienate, sell, transfer,
assign, pledge, encumber or charge such benefit under the Plan, then the payment
of any such benefit in the event a  Participant  or  Beneficiary  is entitled to
payment shall, in the discretion of the Plan Committee,  cease and terminate and
in that event the Plan  Committee  shall  apply the same for the benefit of such
person, his spouse, children, other dependents or any of them in such manner and
in such proportion as the Plan Committee shall determine.

         7.3.  Whenever any benefit  which shall be payable under the Plan is to
be paid to or for the benefit of any person who is then a minor or determined to
be incompetent by qualified medical advice,  the Plan Committee need not require
the appointment of a guardian or custodian, but shall be authorized to cause the
same to be paid over to the person having custody of such minor or  incompetent,
or to  cause  the  same to be paid to such  minor  or  incompetent  without  the
intervention  of a guardian or  custodian,  or to cause the same to be paid to a
legal  guardian  or  custodian  of such  minor  or  incompetent  if one has been
appointed  or to  cause  the same to be used for the  benefit  of such  minor or
incompetent.









                                       12
<PAGE>




                                   SECTION 8
                              LIMITATION OF RIGHTS
                              --------------------

         The adoption of the Plan shall not be construed to give any Participant
a right to be continued  in the employ of the Plan Sponsor or to interfere  with
the right of the Plan Sponsor to terminate the employment of any  Participant at
any time.

















                                       13
<PAGE>





                                   SECTION 9
                     AMENDMENT TO OR TERMINATION OF THE PLAN

         The Plan Sponsor  reserves the right at any time to modify or amend the
Plan, with the prior written approval of the Plan Committee;  provided, however,
no such  modification or amendment shall reduce  Participants' or Beneficiaries'
rights under the Plan.  Participants  and  Beneficiares are intended third party
beneficiaries of the Plan.














                                       14
<PAGE>





                                   SECTION 10
                                  MISCELLANEOUS
                                  -------------

         10.1.  All  payments  provided  under  the Plan  shall be paid from the
general  assets of the Plan Sponsor and no separate fund shall be established to
secure payment.  To the extent that the plan herein embodied is determined to be
an employee  pension  benefit  plan (as defined in Section  3(2) of the Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA")) it is the intent
of the Plan  Sponsor that it shall be a plan  described in Section  301(a)(3) of
ERISA and shall be interpreted in accordance with such intent in all respects.

         10.2. The Plan Sponsor shall  withhold from any benefits  payable under
the Plan all federal, state and local income taxes or other taxes required to be
withheld pursuant to applicable law.

         10.3. To the extent not  preempted by applicable  federal law, the Plan
shall be governed by and construed in  accordance  with the laws of the State of
Florida.

         10.4.  Plan  Participants  will be required  to sign a  confidentiality
undertaking  (see Annex A) in  relation to the  operation  of the Plan and their
participation  therein.   Failure  to  abide  by  the  specific  confidentiality
undertaking could result in termination of the Participant's employment.

         10.5. In the event of the winding up of the Plan Sponsor related to its
performance  or operations,  Participants  will be entitled to the amount of the
Award  they have  earned as of the time of  winding  up.  Payment  date for this
purpose will be at the time of winding up, but not later than May 15, 2003.

         10.6. Plan Audit.  All calculations and data which determine the Awards
               ----------
must be reviewed and  approved by an  independent  auditor  prior to May 15th of
each year and prior to any payments being made under the Plan.  The  independent
auditor  must,  in  reviewing  the  calculations  and  data,  adhere to and make
determinations according to Generally Accepted Accounting Standards consistently
maintained and applied.  The auditor must be external to and  independent of the
Plan  Sponsor  and  will be  appointed  by  National  Australia  Bank  Executive
Management.  The manner and content of the audit will  comply with  instructions
set out in the appointment.

         10.7. In the event that a regulatory or accounting  change  affects the
calculations  under the Plan,  any  payment or  vesting  under the Plan shall be
based on the regulatory or accounting rules in effect on April 1, 2001.

         10.8.  Arbitration.  Where  there  is a  dispute  that is  referred  to
                -----------
arbitration,  such  dispute  will  be  settled  exclusively  by  arbitration  in
Jacksonville, Florida in accordance with the arbitration procedures set forth in
the attached Annex C. The arbitrator's award will be binding on the parties.









                                       15
<PAGE>



         IN  WITNESS  WHEREOF,  the Plan  Sponsor  has  caused  this  Plan to be
executed as of October 1, 2001.


                                          HOMESIDE LENDING, INC.




                                          /s/ Joe Whiteside
                                          --------------------------------------
                                          By:  Joe Whiteside
                                          Title: Chief Executive Officer

ATTEST:


/s/  Robert J. Jacobs
-----------------------------
By:  Robert J. Jacobs
Title:   Secretary














                                       16
<PAGE>

                             HOMESIDE LENDING, INC.
                            LONG TERM INCENTIVE PLAN

                           Confidentiality Undertaking


[Name of Plan Participant]


Dear [ ]

         Confidentiality Undertaking - HomeSide Long Term Incentive Plan


Introduction

As one of only a few select  individuals  within National  Australia Bank Group,
you have been invited to  participate  in the HomeSide Long Term  Incentive Plan
(the "Plan").

The conditions of  participation in and mode of operation of the Plan are highly
confidential.  You will not be  entitled  to  participate  in the  Plan,  nor to
receive any  information  concerning  it, unless you have accepted the following
confidentiality undertaking,  evidenced by you signing the attached copy of this
letter and  returning  it to The  Strategy  Leader -  Performance  and  Rewards,
National  Australia Bank. When you receive these materials,  you will be free to
decide  whether or not you want to  participate.  Signing  this  Confidentiality
Undertaking does not commit you to participate in the Plan.

Confidentiality Undertaking

By signing the attached copy of this letter you acknowledge:

    o    The  conditions of  participation  in and mode of operation of the Plan
         are highly confidential.

    o    Unauthorized  disclosure  of details  of the Plan would be  potentially
         extremely damaging to HomeSide,  Lending, Inc., National Australia Bank
         and other plan participants.

    o    You will not discuss any matter  concerning  the Plan with anyone other
         than:

              Chairman, CEO, COO or General Counsel of HomeSide Lending, Inc. or
              anyone they may designate in writing.

              The Strategy  Leader - Performance & Rewards,  National  Australia
              Bank.



                                       17
<PAGE>

              Your  financial / tax / legal  advisers.  Please note that you are
              required to advise these  advisers of the  confidential  nature of
              the Plan.

              Your spouse or partner.

    o    You will  not  copy  any  materials  relating  to the  Plan  except  as
         described  herein,  nor will you allow anyone else to read or copy such
         material except as described herein.

    o    You will  keep  this  agreement  and the Plan  materials  in a safe and
         secure place.

    o    In the event that you cease employment with HomeSide Lending, Inc., you
         will  return all  material  relating to the Plan to the CEO of HomeSide
         Lending, Inc.

    o    Failure to abide by the above could result in  exclusion  from the Plan
         and/or termination for Cause.

    o    You  acknowledge  that  damages may not be an adequate  remedy and that
         both HomeSide  Lending,  Inc. and National  Australia  Bank may seek an
         injunction to prevent or restrain a breach of this undertaking.



Yours Sincerely,



Joe Whiteside
Chief Executive Officer

--------------------------------------------------------------------------------

I understand and accept the obligations imposed upon me by this  Confidentiality
Undertaking.


Name:
            -----------------------------------------------

Signed:
            -----------------------------------------------

Dated:
            -----------------------------------------------




                                       18
<PAGE>


                                                                         ANNEX B
Form of Letter to Employees without Contracts



October 5, 2001



(FIRST NAME) (SURNAME)
(LEVEL)
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256


         Dear (FIRST NAME):


     Congratulations,  you have been selected as one of the key  executives  who
are entitled to  participate in the HomeSide  Lending,  Inc. Long Term Incentive
Plan ("LTIP") due to your ability to have a significant impact on the results of
this  Company.  A copy of the  official  LTIP  document  will be provided to you
shortly,  in a  separate  distribution  from  this  letter.  In the  case of any
conflict or ambiguity,  the terms of the official  LTIP document will  determine
the course of action taken.

     The amount of your final award is subject to a number of factors:

     o   the size of the accumulated  pool on the termination  date of the LTIP,
         i.e., March 31, 2003,

     o   performance must remain at a satisfactory level, and

     o   the approval process described in the LTIP document.

     The  performance  period for LTIP is April 1, 2001 through  March 31, 2003.
Due to the recent writedowns at HomeSide,  the actual performance  measures will
be effective from October 1, 2001 through March 31, 2003, and have been mutually
agreed between HomeSide Lending,  Inc. and National  Australia Bank. Any payment
will be made only after the performance criteria have been independently audited
and recommendations have been approved as provided in the LTPI document.

     Through this plan, we have a focus and incentive to achieve the performance
targets for this Company. Although the rules for LTIP explain award acceleration
in the case of a sale of the business,  this is not a guaranteed  outcome in the
plan period, and we must work together to achieve our targets.

     Based on the above  criteria and assuming full funding of the pool by March
31, 2003, you might receive an award in the range of $0 to $________.

     As a reminder, you are subject to the Confidentiality  Undertaking that you
signed prior to receiving the  information  about LTIP and are  prohibited  from
discussing LTIP other than as specified in the Confidentiality  Undertaking.  If


                                       19
<PAGE>

                                                                        ANNEX B
Form of Letter to Employees without Contracts


you have any questions about LTIP,  please call one of us directly.  Please sign
this letter  acknowledging  your acceptance of these  conditions and forward the
original to Bob Vick no later than  October 19, 2001.  Please  retain a copy for
your records.




Sincerely,



Joseph J. Whiteside                          Gary W. Fiedler
Chairman & Chief Executive Officer           President & Chief Operating Officer

ACCEPTANCE



__________________________________           ___________________________________
(FIRST NAME) (SURNAME)                       Date











                                       20
<PAGE>


                                                                         ANNEX C





Any  arbitration  brought to enforce the provisions of this  Agreement  shall be
settled in accordance with the following arbitration procedures:

1.   The arbitration  shall be conducted before a panel of three  arbitrators to
     be selected as provided in the AAA Rules. No potential arbitrator may serve
     on the panel  unless  he or she has  agreed  in  writing  to abide by these
     procedures and be bound by their requirements.

2.   Discovery  will  be  permitted  in  connection   with  the  arbitration  if
     authorized by the arbitration  panel based on a determination of reasonable
     need for the discovery.

3.   The arbitrators  have no power (A) to alter,  amend or otherwise affect the
     terms of the Plan or (B)  award  punitive  damages  (except  such  punitive
     damages as may be  provided  for by statute  and which may not be waived by
     agreement)  or any damages not measured by the  prevailing  party's  actual
     damages and the  parties  therefore  waive their right to any such  damages
     (except the liquidated  damages amount and such punitive  damages as may be
     provided for by statute and which may not be waived by agreement).

4.   Nothing  contained  herein  shall  prevent a party from  seeking  temporary
     emergency  relief with  respect to a dispute.  A party may apply to a court
     for a temporary restraining order,  preliminary  injunction,  or such other
     temporary emergency relief.  Neither an application for temporary emergency
     relief,  nor a court's  consideration  or granting of such relief shall (A)
     constitute  a  waiver  of  the  right  to  pursue  arbitration  under  this
     provision,  or (B) delay the  appointment of any  arbitration  panel or the
     progress of arbitration proceedings.

5.   If  any  of  these   arbitration   procedures   is   declared   invalid  or
     unenforceable,  such part shall be deemed modified to the extent  necessary
     and  possible  to  render  it valid  and  enforceable.  In any  event,  the
     unenforceability  or invalidity of any part shall not affect any other part
     of this  provision,  and this  provision  shall  continue in full force and
     effect,  and be  construed  and  enforced,  as if such  part  had not  been
     included, or had been modified as above provided, as the case may be.





</TEXT>
</DOCUMENT>
