Exhibit 10.10(a)


 


[Form of Director Supplemental Retirement Agreement]


 


DIRECTOR SUPPLEMENTAL RETIREMENT AGREEMENT


 


THIS AGREEMENT is made
and entered into this          
day of                      ,
         , by and between NetBank,
a bank organized and existing under the laws of the State of Georgia
(hereinafter referred to as the “Bank”), and
                           ,
a Director of the Bank (hereinafter referred to as the “Director”).


 


WHEREAS, the
Director is now serving on the Board of Directors of the Bank and has for many
years faithfully served the Bank.  It is
the consensus of the Board of Directors of the Bank (hereinafter referred to as
the “Board”) that the Director’s services have been of exceptional merit, in
excess of the compensation paid and an invaluable contribution to the profits
and position of the Bank in its field of activity.  The Board further believes that the Director’s
experience, knowledge of corporate affairs, reputation and industry contacts
are of such value, and the Director’s continued services so essential to the
Bank’s future growth and profits, that it would suffer severe financial loss
should the Director terminate his or her services; and


 


WHEREAS,
it is the desire of the Bank and the Director to enter into this Agreement
under which the Bank will agree to make certain payments to the Director upon
the Director’s retirement or to the Director’s beneficiary(ies) in the event of
the Director’s death pursuant to this Agreement; and


 


WHEREAS,
it is the intent of the parties hereto that this Agreement constitute an
unfunded arrangement maintained primarily to provide supplemental retirement
benefits for the Director, with such obligations of the Bank payable from its
general assets;


 


NOW
THEREFORE, in consideration of services the Director has performed in the past
and those to be performed in the future, and based upon the mutual promises and
covenants herein contained, the Bank and the Director agree as follows:


 


I.                                         DEFINITIONS


 


A.                                   Effective
Date:


 


The
Effective Date of this Agreement shall be December 31,          .


 


1





















 


B.                                     Benefit
Year:


 


Any reference to
the “Benefit Year” shall mean a calendar year from January 1 to December 31st.  In the year of implementation, the term “Benefit
Year” shall mean the period from the Effective Date to December 31st of
the year of the Effective Date.


 


C.                                     Retirement Date:


 


Retirement Date
shall mean retirement from service with the Bank that becomes effective on the
first day of the calendar month following the month in which the Director
reaches Normal Retirement Age (Subparagraph I [I]) or such later date as the
Director may actually retire.


 


D.                                    Termination
of Service:


 


Termination of
Service shall mean the Director’s voluntary resignation of service by the
Director or the Bank’s discharge of the Director without Cause (as defined
below), prior to age sixty (60).


 


E.                                      Index
Retirement Benefit:


 


The Index
Retirement Benefit for the Director for each Benefit Year shall be equal to the
excess (if any) of the Index (Subparagraph I[F]) for that Benefit Year over the
Opportunity Cost (Subparagraph I[G]) for that Benefit Year, divided by a factor
equal to 1.03 minus the Bank’s federal and state marginal tax rate.


 


F.                                      Index:


 


The Index for any
Benefit Year shall be the aggregate annual after-tax income from the life
insurance contract(s) described hereinafter as defined by FASB Technical
Bulletin 85-4.  This Index shall be
applied as if such insurance contract(s) were purchased on the Effective Date.


 


	
  Insurance
  Company:

  	
   

  	
  Jefferson Pilot
  Life Insurance Company

  
	
  Policy Form:

  	
   

  	
  Flexible Premium
  Adjustable Life

  
	
  Policy Name:

  	
   

  	
  Executive
  Security Plan VII

  
	
  Insured’s Age
  and Sex:

  	
   

  	
   

  
	
  Riders:

  	
   

  	
  None

  
	
  Ratings:

  	
   

  	
  None

  
	
  Option:

  	
   

  	
  Level

  
	
  Face Amount:

  	
   

  	
  $

  
	
  Premiums Paid:

  	
   

  	
  $

  
	
  Number of
  Premium Payments:

  	
   

  	
  Single

  
	
  Assumed Purchase
  Date:

  	
   

  	
  December 31,

  
	
  Insurance
  Company:

  	
   

  	
  Union Central
  Life Insurance Company

  
	
  Policy Form:

  	
   

  	
  Universal Life
  Insurance

  
	
  Policy Name:

  	
   

  	
  COLI UL

  
	
  Insured’s Age
  and Sex:

  	
   

  	
                    ,

  
	
  Riders:

  	
   

  	
  None

  



 


2





















 


	
  Ratings:

  	
   

  	
  None

  
	
  Option:

  	
   

  	
  Level

  
	
  Face Amount:

  	
   

  	
  $

  
	
  Premiums Paid:

  	
   

  	
  $

  
	
  Number of
  Premium Payments:

  	
   

  	
  Single

  
	
  Assumed Purchase
  Date:

  	
   

  	
  December 31,

  



 


If such contracts
of life insurance are actually purchased by the Bank, then the actual policies
as of the dates they were actually purchased shall be used in calculations
under this Agreement.  If such contracts
of life insurance are not purchased or are subsequently surrendered or lapsed,
then the Bank shall receive annual policy illustrations that assume the
above-described policies were purchased or had not subsequently surrendered or
lapsed.  Said illustration shall be
received from the respective insurance companies and will indicate the increase
in policy values for purposes of calculating the amount of the Index.


 


In either case,
references to the life insurance contracts are merely for purposes of
calculating a benefit.  The Bank has no
obligation to purchase such life insurance and, if purchased, the Director and
the Director’s beneficiary(ies) shall have no ownership interest in such policy
and shall always have no greater interest in the benefits under this Agreement
than that of an unsecured creditor of the Bank.


 


G.                                     Opportunity
Cost:


 


The Opportunity
Cost for any Benefit Year shall be calculated by taking the sum of the amount
of premiums for the life insurance policies described in the definition of “Index”
plus the amount of any after-tax benefits paid to the Director pursuant to this
Agreement (Paragraph II hereinafter) plus the amount of all previous Benefit
Years’ after-tax Opportunity Cost, and multiplying that sum by the annual
averaged after-tax yield of a one-year constant maturity Treasury instrument as
reported by the FDIC on December 31st of the Benefit Year.


 


H.                                    Change
of Control:


 


Change
of Control shall mean any transaction consummated after the Effective Date
wherein fifty percent (50%) of the shares of the Bank or NetBank, Inc., plus at
least one additional share, are directly or indirectly transferred by sale,
gift, merger, exchange or any other means to new owners other than any entity
which controls, is controlled by, or is under common control with, such person
or entity transferring such shares or if a majority of the members of the Board
or the Board of Directors of NetBank, Inc. are replaced within a twelve (12)
month period.


 


I.                                         Normal
Retirement Age:


 


Normal Retirement
Age shall mean the date on which the Director attains age sixty-five (65).


 


3





















 


J.                                        Accrued Liability Retirement Account:


 


The Accrued
Liability Retirement Account shall be a bookkeeping account established by the
Bank which account shall reflect the accrued liability of the Bank for the
benefits provided herein as determined using the regulatory accounting
principles of the Bank’s primary federal regulator.  The Accrued Liability Retirement Account
shall be adjusted no less frequently than monthly.


 


K.                                    Projected
Mortality Age:


 


The
Director’s Projected Mortality Age is               (         ).


 


L.                                      Early
Retirement Date:


 


Early Retirement Date shall mean a retirement from
service which is effective prior to the Normal Retirement Age stated herein,
provided the Director has attained age sixty (60).


 


4





















 


II.                                     INDEX
BENEFITS


 


A.                                   Retirement
Benefits:


 


Subject to
Subparagraph II (D) hereinafter, a Director who remains in the service of the
Bank until his Retirement Date (Subparagraph I [C]) shall be entitled to
receive an annual benefit amount equal to the amount set forth in Exhibit A-1
opposite the applicable age of the Director on his Retirement Date.  Said payments shall commence thirty (30) days
following the Director’s Retirement Date and shall be made annually thereafter
on or as soon as practicable after each anniversary of such Retirement Date
through the Benefit Year in which the Director attains the Projected Mortality
Age.  If the Director shall retire after
the Director’s Normal Retirement Age (Subparagraph I [I]), then any fixed
benefits set forth in Exhibit A-1 from the Director’s Normal Retirement Age to
the age of the Director’s retirement shall be paid to the Director in equal
installments, in conjunction with the fixed benefits payments set forth herein,
until the Director’s Projected Mortality Age. 
For example, if the Director retires at age seventy (70) and the
Director’s Normal Retirement Age is sixty-five (65) and the Director’s
Projected Mortality Age is eighty (80), and the Director would have received
Two Hundred Thousand and 00/100ths Dollars ($200,000.00) of fixed benefit
payments in accordance to Exhibit A-1 from age sixty-five (65) to age
sixty-nine (69), then the Director shall receive an additional Twenty Thousand
and 00/100ths Dollars ($20,000.00) ($200,000.00  ̧ 10)
each year until the Director attains Projected Mortality Age.  Upon completion of the aforestated payments
and in conjunction with the completion of said payments and subject to
Subparagraph II (A)(i) hereinbelow, the Index Retirement Benefit (Subparagraph
I [E]) for each Benefit Year subsequent to the Benefit Year in which the
Director attains his Projected Mortality Age, and including a pro-rated portion
for the remaining portion of the Benefit Year in which the Director attains his
Projected Mortality Age, shall be paid to the Director until the Director’s
death.


 


(i)                                     The
Index Retirement Benefit Adjustment:


 


The Index
Retirement Benefit payment as set forth hereinabove for the Benefit Years
commencing after the Director attains his Projected Mortality Age shall be
adjusted according to a number equal to the aggregate of the Index Retirement
Benefit (Subparagraph I [E]) for each Benefit Year from the Effective Date
until the Benefit Year the Director attains his Projected Mortality Age over
the aggregate of the benefit payments the Director actually received under the
terms of this Agreement through the Benefit Year the Director attains his
Projected Mortality Age.  A positive
adjustment shall be spread equally over the first three (3) Benefit Years
commencing immediately after the Director attains his Projected Mortality
Age.  For example, if the Director
retires at age sixty-five (65) and the aggregate annual benefits received by
the Director through the Benefit Year the Director attains his Projected
Mortality Age


 


5





















 


were $900,000.00,
and the aggregate Index Retirement Benefits for each Benefit Year from the
Effective Date to the Benefit Year the Director attains his Projected Mortality
Age were $1,000,000.00, then the Director’s Index Retirement Benefit in
such first three (3) Benefit Years would be increased by $33,333.33
($100,000.00  ̧ 3). 
If said number is a deficit, then the Index Retirement Benefit for the
Benefit Year in which the Director attains his Projected Mortality Age and each
subsequent Benefit Year’s Index Retirement Benefit (if necessary) shall be
reduced until the entire deficit has been recovered by the Bank.  For each Benefit Year thereafter, the Index
Retirement Benefit payment shall be paid as set forth in Subparagraph II
(A).  For example, if the Director
retires at age sixty-five (65) and the aggregate annual benefits to be received
by the Director until the Benefit Year the Director attains his Projected
Mortality Age were $1,000,000.00, and the aggregate Index Retirement
Benefits for each Benefit Year from the Effective Date to the Benefit Year in
which the Director attains his Projected Mortality Age were $900,000.00
and the Director’s Index Retirement Benefit was $90,000.00 in such first
Benefit Year, then the Director would not receive any Index Retirement Benefit
in the such first Benefit Year, and the immediately subsequent Benefit Year’s
Index Retirement Benefit would be reduced by $10,000.00.


 


B.                                     Termination
of Service:


 


Subject to
Subparagraph II (D), should a Director suffer a Termination of Service, the
Director shall be entitled to receive a percentage of the annual benefit set
forth in Exhibit A-1 as determined in accordance with the table below.  Said payments shall commence thirty (30) days
following the Director’s Normal Retirement Age and shall be made annually
thereafter on or as soon as practicable after each anniversary of the Director’s
Normal Retirement Age through the Benefit Year in which the Director attains
his Projected Mortality Age.  Upon
completion of the aforestated payments and in conjunction with the completion
of said payments and subject to Subparagraph II (A)(i) hereinabove taking into
consideration the Director’s vested percentage, a percentage of the Index
Retirement Benefit for each Benefit Year subsequent to the Benefit Year in
which the Director attains his Projected Mortality Age, and including a
pro-rated portion for the remaining Benefit Year in which the Director attains his Projected Mortality Age, shall be paid
to the Director upon the Director’s death as determined in accordance with the
table below.


 


	
  Number of Full Years

  of Service from

  the Date of First Appointment

  	
   

  	
  Vested
  Percentage

  (to a maximum of 100%)

  
	
   

  	
   

  	
   

  
	
  1-5

  	
   

  	
  20% per year

  	
   

  



 


6





















 


C.                                 Death:


 


If the Director
dies while there is a balance in the Director’s Accrued Liability Retirement
Account, then the unpaid balance shall be paid in a lump sum to the individual
or individuals designated in writing by the Director and filed with the
Bank.  In the absence of or a failure to
designate a beneficiary, the unpaid balance shall be paid in a lump sum to the
personal representative of the Director’s estate.  If, upon death, the Director shall have
received the total balance of the Director’s Accrued Liability Retirement
Account, then no further benefits shall be due under this Agreement.


 


D.                                    Discharge for Cause:


 


Should the
Director be discharged for Cause at any time, all benefits under this Agreement
shall be forfeited.  The term “Cause”
shall mean any of the following that result in an adverse effect on the Bank:
(i) gross negligence or gross neglect; (ii) the commission of a felony or
gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the
willful violation of any law, rule, or regulation (other than a traffic
violation or similar offense); (iv) an intentional failure to perform stated
duties; or (v) a breach of fiduciary duty involving personal profit.  If a dispute arises as to discharge for “Cause,”
such dispute shall be resolved by arbitration as set forth in this Agreement.


 


E.                                      Disability Benefit:


 


In the event the
Director becomes disabled prior to any Termination of Service so as to be
unable to perform substantially the duties of his position, and the Director’s
service on the Board is terminated because of such disability, the Director
shall receive one hundred percent (100%) of the balance of the Director’s
Accrued Liability Retirement Account on the date of said disability.  Such account shall be paid to the Director in
a lump sum thirty (30) days following said termination due to disability. If,
upon disability, the Director shall have received the total balance of the
Director’s Accrued Liability Retirement Account, then no further benefits shall
be due under this Agreement. If there is a dispute regarding whether the
Director is disabled, such dispute shall be resolved by a physician selected by
the Bank and such resolution shall be binding upon all parties to this
Agreement.


 


F.                                      Death
Benefit:


 


Except as set
forth above, there is no death benefit provided under this Agreement.


 


G.                                     Early Retirement:


 


Subject to
Subparagraph II (D), should the Director elect to retire on an Early Retirement
Date or be discharged without cause by the Bank subsequent to the Early
Retirement Date [Subparagraph I (L)], the Director shall be entitled to receive
the balance in the Accrued Liability Retirement Account on the date of said
termination divided by the number of years from the Early Retirement Date


 


7





















 


to the Projected
Mortality Age paid in annual installments as set forth herein until the
Projected Mortality Age. Said payments shall commence thirty (30) days
following the Director’s Early Retirement Date and shall be made annually
thereafter as soon as practicable after each anniversary of such Early
Retirement Date through the Benefit Year in which the Director attains his
Projected Mortality Age.  Upon completion
of the aforestated payments and in conjunction with the completion of said
payments, the Index Retirement Benefit shall be paid to the Director as set
forth in Subparagraph II (A) hereinabove and subject to the same terms and
conditions therein and shall be paid until the Director’s death.


 


III.                                 RESTRICTIONS
UPON FUNDING


 


The Bank shall
have no obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Agreement.  The Director, their beneficiary(ies), or any
successor in interest shall be and remain simply a general creditor of the Bank
in the same manner as any other creditor having a general claim for matured and
unpaid compensation.


 


The
Bank reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Agreement or to refrain from funding the same
and to determine the extent, nature and method of such funding.  Should the Bank elect to fund its obligations
under this Agreement, in whole or in part, through the purchase of life insurance,
mutual funds, disability policies or annuities, the Bank reserves the absolute
right, in its sole discretion, to terminate such funding at any time, in whole
or in part.  At no time shall any
Director be deemed to have any lien nor right, title or interest in or to any
specific funding investment or to any assets of the Bank.


 


If the
Bank elects to invest in a life insurance, disability or annuity policy upon
the life of the Director, then the Director shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities.


 


IV.                                CHANGE
OF CONTROL


 


Upon a
Change of Control (Subparagraph I [H]), if the Director subsequently suffers a
Termination of Service (Subparagraph I [D]), except for Cause, then the
Director shall receive the benefits promised under this Agreement upon
attaining Normal Retirement Age, as if the Director had been continuously
serving the Bank until the Director’s Normal Retirement Age.  The Director will also remain eligible for
all promised death benefits under this Agreement.  In addition, no sale, merger, or
consolidation of the Bank shall take plate unless the new or surviving entity
expressly acknowledges the obligations under this Agreement and agrees to abide
by its terms.


 


8





















 


V.                                    MISCELLANEOUS


 


A.                                   Alienability
and Assignment Prohibition:


 


Neither the
Director, nor the Director’s surviving spouse, nor any other beneficiary(ies)
under this Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in
advance any of the benefits payable hereunder nor shall any of said benefits be
subject to seizure for the payment of any debts, judgments, alimony or separate
maintenance owed by the Director or the Director’s beneficiary(ies), nor be
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise.  In the event the Director or
any beneficiary attempts assignment, commutation, hypothecation, transfer or
disposal of the benefits hereunder, the Bank’s liabilities shall forthwith
cease and terminate.


 


B.                                     Binding Obligation of the Bank and any
Successor in Interest:


 


The Bank shall not
merge or consolidate into or with another bank or sell substantially all of its
assets to another bank, firm or person until such bank, firm or person
expressly agrees, in writing, to assume and discharge the duties and
obligations of the Bank under this Agreement. 
The terms of this Agreement shall be binding upon the parties hereto,
their successors, beneficiaries, heirs and personal representatives.


 


C.                                     Amendment or Revocation:


 


It is agreed by
and between the parties hereto that, during the lifetime of the Director, this
Agreement may be amended or revoked at any time or times, in whole or in part,
by the mutual written consent of the Director and the Bank.


 


D.                                    Gender:


 


Whenever in this
Agreement words are used in the masculine or neuter gender, they shall be read
and construed as in the masculine, feminine or neuter gender, whenever they
should so apply.


 


E.                                      Effect
on Other Bank Benefit Plans:


 


Nothing contained
in this Agreement shall affect the right of the Director to participate in or
be covered by any qualified or non-qualified pension, profit-sharing group,
bonus or other supplemental compensation or fringe benefit plan constituting a
part of the Bank’s existing or future compensation structure.


 


F.                                      Headings:


 


Headings and
subheadings in this Agreement are inserted for reference and convenience only
and shall not be deemed a part of this Agreement.


 


9





















 


G.                                     Applicable
Law:


 


The validity and
interpretation of this Agreement shall be governed by the laws of the State of
Georgia.


 


H.                                    12 U.S.C. § 1828(k):


 


Any payments made
to the Director pursuant to this Agreement, or otherwise, are subject to and
conditioned upon their compliance with 12 U.S.C. § 1828(k) or any
regulations promulgated thereunder.


 


I.                                         Partial Invalidity:


 


If any term,
provision, covenant, or condition of this Agreement is determined by an
arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and the Agreement shall
remain in full force and effect notwithstanding such partial invalidity.


 


J.                                        Service:


 


No
provision of this Agreement shall be deemed to restrict or limit any existing
service agreement by and between the Bank and the Director, nor shall any
conditions herein create specific service rights to the Director nor limit the
right of the Bank to discharge the Director with or without Cause.  In a similar fashion, no provision shall
limit the Director’s rights to voluntarily sever the Director’s service at any
time.


 


VI.                                ADMINISTRATION


 


A.                                   Administrator:


 


The “Administrator”
of this Agreement shall be NetBank, until its resignation or removal by the
Board.  As Administrator, the Bank shall
be responsible for the management, control and administration of the terms of
this Agreement.  The Administrator may
delegate to others certain aspects of the management and operation
responsibilities under this Agreement including the employment of advisors and
the delegation of ministerial duties to qualified individuals.


 


B.                                     Claims
Procedure and Arbitration:


 


In the event a
dispute arises over benefits under this Agreement and benefits are not paid to
the Director (or to the Director’s beneficiary(ies) in the case of the Director’s
death) and such claimants feel they are entitled to receive such benefits, then
a written claim must be made to the Named Fiduciary and Administrator named
above within sixty (60) days from the date payments are


 


10





















 


refused.  The Administrator shall review the written
claim and if the claim is denied, in whole or in part, the Administrator shall
provide in writing within sixty (60) days of receipt of such claim the specific
reasons for such denial, reference to the provisions of this Agreement upon
which the denial is based and any additional material or information necessary
to perfect the claim.  Such written
notice shall further indicate the additional steps to be taken by claimants if
a further review of the claim denial is desired.  A claim shall be deemed denied if the
Administrator fail to take any action within the aforesaid sixty-day period.


 


If claimants
desire a second review they shall notify the Administrator in writing within
sixty (60) days of the first claim denial. 
Claimants may review this Agreement or any documents relating thereto
and submit any written issues and comments it may feel appropriate.  In its sole discretion, the Administrator
shall then review the second claim and provide a written decision within sixty
(60) days of receipt of such claim.  This
decision shall likewise state the specific reasons for the decision and shall
include reference to specific provisions of the Agreement upon which the
decision is based.


 


If claimants
continue to dispute the benefit denial based upon completed performance of this
Agreement or the meaning and effect of the terms and conditions thereof, then
claimants may submit the dispute to an arbitrator for final arbitration.  The arbitrator shall be selected by mutual
agreement of the Bank and the claimants. 
The arbitrator shall operate under any generally recognized set of
arbitration rules.  The parties hereto
agree that they and their heirs, personal representatives, successors and
assigns shall be bound by the decision of such arbitrator with respect to any
controversy properly submitted to it for determination.  Judgment upon any arbitration award may be
entered by any court having jurisdiction.


 


Where a dispute
arises as to the Bank’s discharge of the Director for “Cause,” such dispute
shall likewise be submitted to arbitration as above described and the parties
hereto agree to be bound by the decision thereunder.


 


VII.                            TERMINATION
OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR
REGULATIONS


 


The Bank is
entering into this Agreement upon the assumption that certain existing tax
laws, rules and regulations will continue in effect in their current form.  If any said assumptions should change and
said change has a detrimental effect on this Agreement, then the Bank reserves
the right to terminate or modify this Agreement accordingly.  Upon a Change of Control (Subparagraph I
[H]), this paragraph shall become null and void effective immediately upon said
Change of Control.


 


11





















 


VIII.                        DEFERRAL
BENEFITS


 


A.                                   Deferral
Election:


 


Any Director
wishing to defer any portion or all of the Director’s compensation for services
rendered after the Effective Date may elect to defer up to one-hundred percent
(100%) of said compensation each Benefit Year for a maximum of five (5) Benefit
Years.  At the end of the five-year
period, the Board shall have the option of extending the deferral period for
any amount of time it shall deem to be appropriate.  The Director will make the election to defer
by filing with the Bank a written statement setting forth the amount of the
deferrals and the Director’s election of payment as set forth in Subparagraph
VIII (C) hereinafter.  This statement
must be filed prior to having earned the deferred income.


 


B.                                     Deferred
Compensation Account:


 


The Bank shall
establish a Deferred Compensation Account in the name of the Director and
credit that account with the deferrals. 
The Bank shall also credit interest to the Deferred Compensation Account
balance on December 31st of each Benefit Year.  The interest rate credited shall be one
hundred and twenty five percent (125%) of the yield of a one-year Treasury bill
as of the crediting date.


 


C.                                     Retirement,
Termination of Service or Death:


 


Upon the Director’s
Retirement Date, Early Retirement Date or Termination of Service (Subparagraphs
I [C], [L] and [D] hereinabove), the balance of the Director’s Deferred
Compensation Account shall be payable as elected by the Director at least one
(1) year prior to receiving said benefit payable to the Director thirty (30)
days following said event.  If the
Director fails to make said payment election, then the Director shall be paid
in ten (10) equal annual installments as set forth herein.  Should the Director die while there is a
balance in the Director’s Deferred Compensation Account, such balance shall be
paid pursuant to Subparagraph VIII (C) hereinabove.


 


12





















 


IN
WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Agreement and executed the original thereof on the first day set forth
hereinabove, and that upon execution, each has received a conforming copy.


 


 


	
   

  	
  NETBANK

  
	
   

  	
  Alpharetta,
  Georgia

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
  [Name of
  Director]

  



 


13





















 


BENEFICIARY DESIGNATION FORM


FOR THE DIRECTOR SUPPLEMENTAL


RETIREMENT AGREEMENT


 


PRIMARY
DESIGNATION:


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  SECONDARY
  (CONTINGENT) DESIGNATION:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


 


All sums payable under
the Director Supplemental Retirement Agreement by reason of my death shall be
paid to the Primary Beneficiary, if he or she survives me, and if no Primary
Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name of
  Director]

  	
  Date

  	
   

  



 


14





















 


EXHIBIT “A-1”


 


	
   

  	
   

  	
  End of

  Year Age:

  	
   

  	
  Benefit

  Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name of
  Director]

  	
   

  	
  65

  	
   

  	
   

  
	
   

  	
   

  	
  66

  	
   

  	
   

  
	
   

  	
   

  	
  67

  	
   

  	
   

  
	
   

  	
   

  	
  68

  	
   

  	
   

  
	
   

  	
   

  	
  69

  	
   

  	
   

  
	
   

  	
   

  	
  70

  	
   

  	
   

  
	
   

  	
   

  	
  71

  	
   

  	
   

  
	
   

  	
   

  	
  72

  	
   

  	
   

  
	
   

  	
   

  	
  73

  	
   

  	
   

  
	
   

  	
   

  	
  74

  	
   

  	
   

  
	
   

  	
   

  	
  75

  	
   

  	
   

  



 


15





















 


DEFERRAL DECLARATION


 


I.                                         AUTHORIZATION
AND AMOUNT OF DEFERRAL


 


The undersigned [Name
of Director], a Director on the Board of NetBank hereby elects to defer                 
($ or percent) of the Director’s income for the Benefit Year commencing                           
and all subsequent Benefit Years thereafter pursuant to the Director
Supplemental Retirement Agreement unless modified by the Director
accordingly.  The undersigned is a party
to the above-referenced agreement.


 


II.                                     DISTRIBUTION
ELECTION


 


Pursuant to the
provisions of my Director Supplemental Retirement Agreement with NetBank, I
hereby elect to have any distribution of the balance in my Deferred
Compensation Account paid to me in installments as designated below:


 


	
   

  	
   

  	
  Lump sum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Five (5) annual
  installments with the amount of each installment determined as of each
  installment date by dividing the entire amount in my Deferred Compensation
  Account by the number of installments then remaining to be paid, with the
  final installment to be the entire remaining balance in the Deferred
  Compensation Account.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ten (10) annual installments with the amount of each
  installment determined as of each installment date by dividing the entire
  amount in my Deferred Compensation Account by the number of installments then
  remaining to be paid, with the final installment to be the entire remaining
  balance in the Deferred Compensation Account.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fifteen (15) annual installments with the amount of
  each installment determined as of each installment date by dividing the
  entire amount in my Deferred Compensation Account by the number of
  installments then remaining to paid, with the final installment to be the
  entire remaining balance in the Deferred Compensation Account.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The aforestated length of time for payments in
  monthly installments.

  



 


 


	
  Date:

  	
   

  	
   

  	
  [Name of
  Director]:

  	
   

  	
   

  



 


16