EXHIBIT 10.19
Office of Thrift Supervision
Department of the Treasury
Regional Director, Southeast
1475 Peachtree Street, N.E., Atlanta, GA 30309 o Telephone (404) 888-5619
P.O. Box 105217, Atlanta, GA 303048-5217 o Fax: (404) 888-5634
January 8, 1999
Mr. D. R. Grimes
Vice Chairman and Chief Executive Officer
Net.B@ank, Inc.
Suite 350, 950 North Point Parkway
Alpharetta, GA 30005
Re: Modification of Condition of Approval
Dear Mr. Grimes:
This is in response to your December 17, 1998 letter requesting that
Condition No. 18 of OTS Order No. 97-76, dated July 25, 1997, be modified to
allow Carolina First Corporation ("CFC") to reduce its holdings in Net.B@ank,
Inc. to approximately 9.9 percent. The sale of the stock by CFC is in connection
with a proposed underwritten secondary offering by Net.B@ank, Inc. In connection
with this reduction in ownership, two representatives of CFC will resign from
the boards of Net.B@ank, Inc. and Net.B@ank. CFC will have only one remaining
representative on these boards.
Based on the information provided as well as our conversations, I have
no objection to this modification provided that Net.B@ank Inc. agrees that
within six months it will add two additional outside directors to the Board of
its subsidiary, Net.B@ank, in order to provide additional depth and knowledge to
its board of directors. CFC will continue to be subject to Condition No. 18 with
respect to its remaining 9.9 percent ownership of Net.B@ank, Inc.
Upon CFC's reduction in ownership and any related release from the
Federal Reserve Bank of Richmond regarding CFC's commitments to treat Net.B@ank,
Inc. and its subsidiary as affiliates and as subsidiaries of a bank holding
company, Net.B@ank, Inc. must register as a savings and loan holding company
pursuant to 12 C.F.R. Section 584.1.
If you have any questions regarding this letter, please call Application
Analyst Carla Holiman at (404) 888-8526 or Review Examiner Arthur Goodhand at
(404) 888-8565.
Sincerely,
/s/
John E. Ryan
Regional Director