0001047469-02-004428 Sample Contracts

STOCK PURCHASE AGREEMENT Dated as of August 27, 2002 Among National Australia Bank Limited (ABN 12 004 044 937), MSRA Holdings, Inc. HomeSide Lending, Inc. and SR Investment, Inc. and Washington Mutual Bank, FA
Stock Purchase Agreement • November 26th, 2002 • National Australia Bank LTD • National commercial banks • New York

STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 27, 2002, among National Australia Bank Limited (ABN 12 004 044 937), an Australian corporation ("NAB"), MSRA Holdings, Inc., a Delaware corporation ("MSRA"), HomeSide Lending, Inc., a Florida corporation ("HomeSide") and SR Investment, Inc., a Delaware corporation ("SR Investment") and Washington Mutual Bank, FA, a federal savings association ("Buyer").

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Executive service agreement—Mr Ian R Crouch
National Australia Bank LTD • November 26th, 2002 • National commercial banks • Victoria

On behalf of National Australia Bank Ltd, I am pleased to offer you the Position of Chief Information Officer, Office of the CEO ("your Position") on the terms and conditions set out in this letter and the Attachment.

Employment agreements—Mr Joseph J Whiteside
Employment Agreement • November 26th, 2002 • National Australia Bank LTD • National commercial banks • Florida

On behalf of National Australia Bank Limited (the "Parent") and HomeSide Lending Inc. (the "Company"), I am pleased to confirm the terms of your employment with the Company following the closing of the asset sale of the Company to Washington Mutual Bank, FA (the "Sale").

ASSET PURCHASE/LIABILITY ASSUMPTION AGREEMENT Dated as of December 11, 2001 Among National Australia Bank Limited (ABN 12 004 044 937), HomeSide Lending, Inc. and HomeSide International, Inc., as Sellers and Washington Mutual Bank, FA
Liability Assumption Agreement • November 26th, 2002 • National Australia Bank LTD • National commercial banks • New York

ASSET PURCHASE/LIABILITY ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 11, 2001, among National Australia Bank Limited (ABN 12 004 044 937), an Australian corporation ("Parent"), HomeSide Lending, Inc., a Florida corporation ("HSL") and HomeSide International, Inc., a Delaware corporation ("HSI") (collectively, "Sellers") and Washington Mutual Bank, FA, a federal savings association ("Buyer").

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