Warren G. Lichtenstein
Managing Member
Steel Partners, L.L.C.
590 Madison Avenue, 32nd Floor
New York, NY 10022

Subject: Notice of Acquisition of Control (Notice)
WebBank
Salt Lake City, Utah 84121

Dear Mr. Lichtenstein:

The FDIC does not object to the acquisition of control of WebBank which previously occurred as described in the March 16, 2004, Notice submitted on behalf of Steel Partners II, L.P.; Steel Partners, L.L.C.; Steel Partners, Ltd. and you.

While failure to provide timely prior notice in accordance with the Change in Bank Control Act of 1978 (12 U.S.C. 1817(j) (the "Act") is attributed to oversight and unfamiliarity with the Act, each of the acquiring parties is reminded of their individual responsibility to comply with applicable banking laws and regulations. Any person who fails to provide, in accordance with the Act, prior notice of an acquisition of control of an insured depository institution may be subject to civil money penalties. We trust that greater attention will be accorded such matters in the future.

Please contact Assistant Regional Director J. George Doerr at (415) 808-8019 if you have any questions.

Sincerely,

Lisa K. Roy
Associate Director