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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Western District Office

1225 17^th^ Street, Suite 300

Denver, Colorado 80202

720-475-7650; Fax: 720-475-7691

January 26, 2006 **Corporate Decision #2006-03**

#### February 2006

Luther T. Moore

Secretary

Belk National Bank

2801 West Tyvola Road

Charlotte, North Carolina 28217-4500

Re: Belk National Bank, Lawrenceville, Georgia

> Disposition of Substantially all Assets via a P&A with GE Money Bank,
> a federal savings bank, Salt Lake City, Utah

OCC Control No.: 2005-WE-12-0317;

Merger of Belk National Bank into a non-bank affiliate, Belk, Inc.

OCC Control No.: 2005-WE-12-0316; and

Termination of National Bank Status

OCC Control No.: 2005-WE-09-0015

Dear Mr. Moore:

This is to inform you that today the Office of the Comptroller of
Currency (OCC) approved your proposal for Belk National Bank,
Lawrenceville, Georgia, to sell substantially all of its assets to GE
Money Bank, a federal savings bank, Salt Lake City, Utah. While the
Office of Thrift Supervision has approved the transaction under the Bank
Merger Act, the approval of the OCC is also required under 12 C.F.R.
5.53. The OCC also approves your proposal for Belk National Bank to
merge with and into its parent company, Belk, Inc., pursuant to 12
U.S.C. § 215a-3 and 12 C.F.R. 5.33(g)(5) (the "merger"). The bank is a
wholly owned subsidiary of Belk, Inc. It is understood that the merger
will follow the sale of substantially all the bank's assets and all
insured deposits to GE Money Bank, and following Belk National Bank
becoming de-insured by the Federal Deposit Insurance Corporation (FDIC)
pursuant to 12 U.S.C. 1818(q).

These approvals are subject to the following condition:

> If the merger does not occur within seven (7) calendar dates after the
> sale of substantially all of the bank's assets to GE Money Bank, Belk
> National Bank shall immediately notify the OCC and submit a plan to
> the OCC to wind up its affairs and terminate its status as a national
> bank.

This condition of approval is a "condition imposed in writing by the
agency in connection with the granting of any application or other
request" within the meaning of 12 U.S.C. § 1818. As such, the condition
is enforceable under 12 U.S.C. 1818.

This conditional approval is granted based on a thorough review of all
information available, including commitments and representations made in
the application and merger agreement and those of your representatives.
In addition, our approval contingent on the bank receiving all other
required regulatory approvals.

As a reminder, the Western District Office must be advised in writing in
advance of the desired effective date for the merger so that the OCC may
issue the necessary certification letter. We understand the target date
for the merger is January 31, 2006

The OCC will not issue a letter certifying the consummation of the
transaction until we have received:

1.  Written assurance from the FDIC that Belk National Bank is no longer
    insured.

2.  Belk National Bank's charter certificate, and certification that all
    OCC Reports of Examination have been returned to the OCC, or
    destroyed.

3.  A copy of the final Certificate of Merger filed with the Delaware
    Secretary of State.

This conditional approval, and the activities and communications by OCC
employees in connection with the filing, do not constitute a contract,
express or implied, or any other obligation binding upon the OCC, the
U.S., any agency or entity of the U.S., or any officer or employee of
the U.S., and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law
and regulations. The foregoing may not be waived or modified by any
employee or agent of the OCC or the U.S.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

If you have any questions, contact Senior Licensing Analyst Jim Bundy at
720-475-7650.

Sincerely,

/s/ Ellen Tanner Shepherd

Ellen Tanner Shepherd

Director for District Licensing

Enclosure