0001104659-05-011418 Sample Contracts

Form of Mid-term Incentive Plan Award Agreement for employees other than reporting persons] NetBank, Inc. Mid-Term Incentive Plan Award Agreement
Netbank Inc • March 16th, 2005 • Savings institutions, not federally chartered • Georgia

The terms and conditions of the Award are set forth in this Agreement and the NetBank, Inc. Mid-Term Incentive Plan (the “Plan”). All of the provisions of the Plan are incorporated in this Agreement and have the same effect as if they were set forth in full in this Agreement. Capitalized terms used in this Agreement have the same meaning as in the Plan. In the event of a discrepancy between this Agreement and the Plan, the terms of the Plan shall prevail.

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Form of Restricted Stock Award Agreement Pursuant to 1996 Stock Incentive Plan NETBANK, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered • Georgia

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the day of , by and between NetBank, Inc. (the “Company”), a Georgia corporation, and (the “Employee”).

AMENDMENT NO. 1 TO DIRECTOR SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

THIS AMENDMENT NO. 1 (the “Amendment”) is made and entered into as of , 2003 by and between NetBank (the “Bank”) and (the “Director”) and amends that certain Director Supplemental Retirement Agreement (the “Agreement”) dated , 2002 between the Bank and the Director.

Form of Director Supplemental Retirement Agreement] DIRECTOR SUPPLEMENTAL RETIREMENT AGREEMENT
Director Supplemental Retirement Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered • Georgia

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”).

Form of Life Insurance Endorsement Method Split Dollar Plan Agreement] LIFE INSURANCE
Netbank Inc • March 16th, 2005 • Savings institutions, not federally chartered • Georgia

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

This First Amendment to Employment Agreement is dated as of March 1, 2004 by and between NetBank, Inc. (the “Company”) and Steven F. Herbert (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

This First Amendment to Employment Agreement is dated as of March 1, 2004 by and between NetBank, Inc. (the “Company”) and William M. Ross (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

This First Amendment to Employment Agreement is dated as of March 1, 2004 by and between NetBank, Inc. (the “Company”) and Charles E. Mapson (the “Executive”).

Form of Amendment No. 1 to Life Insurance Endorsement Method Split Dollar Plan Agreement] AMENDMENT NO. 1 TO LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

THIS AMENDMENT NO. 1 (the “Amendment”) is made and entered into as of , 2003 by and between NetBank (the “Bank”) and (the “Insured”) and amends that certain Life Insurance Endorsement Method Split Dollar Plan Agreement (the “Agreement”) dated , 2002 between the Bank and the Insured.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

This First Amendment to Employment Agreement is dated as of March 1, 2004 by and between NetBank, Inc. (the “Company”) and Jerald W. McCoy (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Netbank Inc • Savings institutions, not federally chartered

This First Amendment to Employment Agreement is dated as of March 1, 2004 by and between NetBank, Inc. (the “Company”) and R. Theodore Brauch (the “Executive”).

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