Amended And Restated Articles of Incorporation

AMENDED AND RESTATED


ARTICLES OF INCORPORATION


OF


HOMESIDE LENDING, INC.


1. The name of the corporation is HomeSide Lending, Inc., a Florida corporation (the "Corporation").


2. This restatement contains amendments requiring shareholder approval and was approved and adopted by the sole shareholder of the Corporation on March 7, 2000.


3. The duly adopted Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments to them.


4. The Articles of Incorporation of the Corporation are hereby amended and restated in their entirety to read as follows:


"ARTICLE I


NAME, PRINCIPAL OFFICE,


REGISTERED OFFICE AND REGISTERED AGENT


1.1 Name. The name of this corporation is HomeSide Lending, Inc. (the "Corporation").


1.2 Offices. The principal office and mailing address of the Corporation is:


7301 Baymeadows Way
Jacksonville, Florida 32256


The Corporation may also have, maintain and operate other offices as shall be proper or advisable in the discretion of the officers or Board of Directors of the Corporation.


Prepared by G. Alan Howard, Esq. 50 North Laura Street, Suite 2750 Jacksonville, Florida 32202 Florida Bar No. 0629091


1.3 Registered Agent. The registered office of the Corporation shall be at:


7301 Baymeadows Way
Jacksonville, Florida 32256


The name of the registered agent of the Corporation is Marilyn Lea at the above address.


ARTICLE II


PURPOSES


2.1 Purposes. The purposes for which the Corporation is organized are:


To engage in any or all lawful business purposes or enterprises for which corporations may be organized under the Florida Business Corporation Act, and which the Board of Directors may deem to be in the best interests of the Corporation, and to do all other things deemed by the Board of Directors to be necessary or desirable in connection with any of the Corporation's business.


ARTICLE III


AUTHORIZED STOCK


3.1 Number and Designation. The Corporation shall have the authority to issue One Hundred (100) shares of Common Stock, par value $1.00 per share.


3.2 Preemptive Rights. No holder of capital stock of the Corporation of any class shall have any preemptive right to subscribe to or purchase (i) any shares of capital stock of this Corporation, (ii) any securities convertible into such shares or, or (iii) any options, warrants or rights to purchase such shares or securities convertible into any such shares.


3.3 Voting Rights. The holders of Common Stock shall have unlimited voting rights and are entitled to receive the net assets of the Corporation upon liquidation, dissolution or winding up of the affairs of the Corporation.


ARTICLE IV


DIRECTORS


The number of the Directors of this Corporation shall be not less than three (3) nor more than fifteen (15) as fixed from time to time by the provisions of the By-Laws.


ARTICLE V


LIMIT ON LIABILITY AND INDEMNIFICATION


5.1 The Corporation shall indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director or officer of the Corporation or served, at the written request of the President of the Corporation, as a Director or officer of another corporation (all of whom are hereinafter in this Article referred to in the aggregate as "indemnified persons" and in the singular as an indemnified person") against expenses (including atto ...