FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Centura Card Bank
Norcross, Gwinnett County, Georgia
Application for Federal Deposit Insurance (Bank Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all relevant facts and information relating to the factors of Section 6 of the Federal Deposit Insurance Act regarding the application for Federal deposit insurance for Centura Card Bank, a proposed new limited purpose credit card bank to be located at 157 Technology Parkway Suite 900B, Norcross, Georgia, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by Centura Card Bank for Federal deposit insurance be and the same hereby is approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $5,004,000 be provided, of which not less than $3,000,000 shall be allocated to common stock and $1,854,000 to surplus, and $150,000 to other capital accounts;

2. That the Tier 1 capital to assets ratio be maintained at not less than 8 percent during the first three years of operation;

3. That any changes in proposed management or proposed ownership (10 percent or more of stock including new acquisitions of or subscriptions to 10 percent or more of the stock), will render this commitment null and void unless any such change in proposed management or proposed ownership is approved by the Atlanta Regional Director prior to opening the bank;

4. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a state chartered bank, that it has authority to conduct a banking business and that its establishment and operation as a bank have been fully approved by the State of Georgia's Department of Banking and Finance;

5. That the insured institution shall be engaged in the business of receiving deposits, other than trust funds;

6. That the bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operations, the bank shall notify the Atlanta Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change;

7. That until the conditional commitment herein granted becomes effective, the Corporation shall have the right to alter, suspend, or withdraw said commitment should any interim development be deemed by the Corporation to warrant such action; and,

8. That if Federal deposit insurance has not become effective within twelve months from the date of the ORDER, or unless, in the meantime, a request for an extension of time has been approved by the Corporation, the consent granted shall expire at the end of the said twelve-month period.

Dated at Washington, D.C., this day of June 2000.

By: John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Centura Card Bank
Norcross, Gwinnett County, Georgia
Application for Federal Deposit Insurance (Bank Insurance Fund)

STATEMENT

Pursuant to the provision of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. ? 1815), an application for Federal deposit insurance has been filed for Centura Card Bank, a proposed new limited purpose credit card bank, to be located at 157 Technology Parkway Suite 900B, Norcross, Georgia.

Centura Card Bank is a wholly-owned subsidiary of Centura Bank, Rocky Mount, North Carolina. Upon receipt of the necessary approvals, Centura Bank plans to contribute its consumer credit card accounts to Centura Card Bank without recourse. At the time of contribution, Centura Bank will retain a 95 percent ownership interest and Centura Card Bank will purchase a five percent ownership interest in the contributed credit card accounts' outstanding receivables. Centura Card Bank will continue to create and expand credit card relationships in Centura Bank's geographic market area, which is concentrated in the Southeastern United States. Centura Card Bank will sell to Centura Bank a 95 percent undivided interest in all future receivables generated from the transferred credit card accounts, as well as new credit card accounts originated by Centura Card Bank. Centura Card Bank has no intention of changing the present underwriting criteria and business philosophy that Centura Bank has used in its credit card operations.

As a limited purpose credit card bank, Centura Card Bank will engage only in credit card operations, will not accept demand deposits, will not accept savings or time deposits of less than $100,000, and will not make commercial loans.

Centura Card Bank's capital, management, financial history, future earnings prospects, ability to meet the convenience and needs of the community, consistency of corporate powers, and the risk to the Bank Insurance Fund are acceptable.

Accordingly, based upon careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION