EXHIBIT 3.1
 
                    AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                                  OF THE REGISTRANT
 
<PAGE>
 
 
                    AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                                          OF
 
                           INTERNET ORGANIZING GROUP, INC.
 
1.  The name of the Corporation is Internet Organizing Group, Inc.
 
2.  Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code,
these Amended and Restated Artilces of Incorporation amend and restate the
Articles of Incorporation of the Corporation.  These Amended and Restated
Articles of Incorporation were duly adopted by the shareholders of the
Corporation on December 10, 1996 in accordance with the provisions of Section
14-2-1003 of the Georgia Business Corporation Code.
 
3.  Effective on the date of filing these Amended and Restated Articles of
Incorporation, the Articles of Incorporation of Corporation shall be amended and
restated in their entirety as follows:
 
                                        I.Name
 
    The name of the Corporation is "Net.B@nk, Inc."
 
                              II. State of Organization
 
    The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
 
                                  III. Capital Stock
 
    (a)  The Corporation shall have the authority to issue one hundred million
(100,000,000) shares of common stock (the "Common Stock"), $.01 par value per
share, and ten million (10,000,000) shares of preferred stock (the "Preferred
Stock"), no par value.
 
    (b)  The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Georgia to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences, and relative rights of the shares
of each such series and the qualifications, or restrictions thereof.  The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:
 
         (i)       The number of shares constituting that series and the
                   distinctive designation of that series;
 
         (ii)      The dividend rate on the shares of that series, whether
                   dividends shall be cumulative, and, if so, from which date
                   or dates, and the relative rights of priority, if any, of
                   payments of dividends on shares of that series;
 
<PAGE>
 
         (iii)     Whether that series shall have voting rights, in addition to
                   the voting rights provided by law, and, if so, the terms of
                   such voting rights;
 
         (iv)      Whether that series shall have conversion privileges, and,
                   if so, the terms and conditions of such conversion,
                   including provisions for adjustment of the conversion rate
                   in such events as the Board of Directors shall determine;
 
         (v)       Whether or not the shares of that series shall be
                   redeemable, and, if so, the terms and conditions of such
                   redemption, including the date or dates upon or after which
                   they shall be redeemable, and the amount per share payable
                   in case of redemption, which amount may vary under different
                   conditions and at different redemption rates;
 
         (vi)      Whether that series shall have a sinking fund for the
                   redemption or purchase of shares of that series, and, if so,
                   the terms and amount of such sinking fund;
 
         (vii)     The rights of the shares of that series in the event of
                   voluntary or involuntary liquidation, dissolution or
                   winding-up of the Corporation, and the relative rights of
                   priority, if any, of payment of shares of that series; and
 
         (viii)    Any other relative rights, preferences and limitations of
                   that series.
 
 
                       IV. Registered Office; Registered Agent
 
    The street address of the registered office of the Corporation is:  191
Peachtree Street, N.E., Suite 1600, Atlanta, Georgia 30303 located in Fulton
County.  The registered agent of the Corporation at such office is Walter G.
Moeling, IV, Esq.  The registered office and registered agent of the Corporation
may be changed from time to time by the Board of Directors of the Corporation.
 
                                 V. Principal Office
 
    The mailing address of the principal office of the Corporation is:  7000
Peachtree-Dunwoody Road, Building 10, Suite 300, Atlanta, Georgia 30328, subject
to change by action of the Board of Directors of the Corporation.
 
                                   VI. Incorporator
 
    The name and address of the Incorporator of the Corporation is:  Donald S.
Shapleigh, Jr., 7000 Peachtree-Dunwoody Road, Building 10, Suite 300, Atlanta,
Georgia 30328.
 
                               VII. Terms of Directors
 
    At any time when the number of directors is fixed at six or more, the Board
of Directors shall be divided into three (3) classes, Class I, Class II and
Class III, which shall be as nearly equal in number as possible.  Each director
in Class I shall be elected to an initial term of one (1) year, each director in
Class II shall be elected to an initial term of two (2) years, each director in
Class III
 
<PAGE>
 
shall be elected to an initial term of three (3) years, and each director shall
serve until the election and qualification of his or her successor or until his
or her earlier resignation, death or removal from office.  Upon the expiration
of the initial terms of office for each Class of directors, the directors of
each Class shall be elected for terms of three (3) years, to serve until the
election and qualification of their successors or until their earlier
resignation, death or removal from office.
 
                              VIII. Removal of Directors
 
    (a)  At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed for cause, as defined in subsection (b) of this Article, only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors.
 
    (b)  For purposes of this Article VIII, a director of the Corporation may
be removed for cause if (i) the director has been convicted of a felony; (ii)
any bank regulatory authority having jurisdiction over the Corporation requests
or demands the removal; or (iii) at least two-thirds (2/3) of the directors of
the Corporation then in office, excluding the director to be removed, determine
that the director's conduct has been inimical to the best interests of the
Corporation.
 
                           IX. Bylaws; Number of Directors
 
    (a)  Except as provided in paragraph (b) of this Article IX, the Board of
Directors shall have the right to adopt, amend or repeal the bylaws of the
Corporation by the affirmative vote of a majority of all directors then in
office, and the shareholders shall have such right by the affirmative vote of a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
 
    (b)  Notwithstanding paragraph (a) of this Article IX, any amendment of the
bylaws of the Corporation changing the number of directors shall require the
affirmative vote of two-thirds (2/3) of all directors then in office or by
two-thirds (2/3) of the issued and outstanding shares entitled to vote at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
 
                              X. Liability of Directors
 
    A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages, for breach of any duty as
a director, except for liability for:
 
      (i)     any appropriation, in violation of his or her duties, of any
              business opportunity of the Corporation;
     (ii)     acts or omissions not in good faith or which involve intentional
              misconduct or a knowing violation of law;
    (iii)     the types of liability set forth in Section 14-2-832 of the
              Georgia Business Corporation Code dealing with unlawful
              distributions of corporate assets to shareholders; or
     (iv)     any transaction from which the director derived an improper
              material tangible personal benefit.
 
<PAGE>
 
    If applicable law is amended to authorize corporate action further
eliminating or limiting the liability of directors, then the liability of each
director of the Corporation shall be eliminated or limited to the fullest extent
provided by applicable law, as amended.  Any repeal or modification of this
Article X by the shareholders of the Corporation shall be prospective only and
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
 
                          XI. Certain Business Transactions
 
    (a)  Approval of any merger or share exchange of the Corporation with or
into any other corporation, or any sale, lease, exchange or other disposition of
all or substantially all of the assets of the Corporation to any other
corporation, person or other entity, shall require either:
 
      (i)     the affirmative vote of two-thirds (2/3) of the directors of the
              Corporation then in office and the affirmative vote of a majority
              of the issued and outstanding shares of the Corporation entitled
              to vote; or
     (ii)     the affirmative vote of a majority of the directors of the
              Corporation then in office and the affirmative vote of the
              holders of at least two-thirds (2/3) of the issued and
              outstanding shares of the Corporation entitled to vote.
 
    (b)  The Board of Directors shall have the power to determine for the
purposes of this Article XI, on the basis of information known to the
Corporation, whether any sale, lease, exchange or other disposition of part of
the assets of the Corporation involves substantially all of the assets of the
Corporation.
 
                   XII. Factors Considered in Business Transaction
 
    The Board of Directors, when evaluating any offer of another party (i) to
make a tender offer or exchange offer for any equity security of the
Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or substantially all
of the assets of the Corporation, shall, in determining what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation:  (A) the short-term and
long-term social and economic effects on the employees, customers, shareholders
and other constituents of the Corporation and its subsidiaries, and on the
communities within which the Corporation and its subsidiaries operate (it being
understood that any subsidiary bank of the Corporation is charged with providing
support to and being involved in the communities it serves); and (B) the
consideration being offered by the other party in relation to the then-current
value of the Corporation in a freely negotiated transaction and in relation to
the Board of Directors' then-estimate of the future value of the Corporation as
an independent entity.
 
                     XIII. Amendment of Articles of Incorporation
 
    The Corporation reserves the right to amend, alter, or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred on shareholders herein are
granted subject to this reservation.  Notwithstanding the preceding sentence,
the provisions set forth in this Article XIII and Articles VII, VIII, IX, X, XI,
and XII hereof may not be altered, amended or repealed in any respect, and no
other provision(s) may be adopted which would impair in any respect the
operation or effect of any such provisions,
 
<PAGE>
 
except by the affirmative vote of holders of at least two-thirds (2/3) of the
voting power of the then outstanding shares of capital stock, voting together as
a single class; provided, however, that such two-thirds (2/3) voting requirement
shall not be applicable if the Board of Directors of the Corporation shall
approve such action by resolution adopted by at least two-thirds (2/3) of the
directors then in office, in which case the affirmative vote of holders of a
majority of the then outstanding shares of capital stock entitled to be cast at
the meeting of shareholders called for that purpose, voting together as a single
class, shall be required to approve such action.
 
                                 XIV. Savings Clause
 
    Should any provision of these Articles of Incorporation, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of these Articles of Incorporation shall
remain valid and fully enforceable.
 
 
    IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated
Articles of Incorporation to be duly executed by its duly authorized officer on
this 25th day of November, 1996.
 
 
 
                                            /s/ Donald S. Shapleigh, Jr.
                                            ------------------------------
                                            Donald S. Shapleigh, Jr.
                                            President

 

 

 

                             ARTICLES OF AMENDMENT
                                      OF
                         THE ARTICLES OF INCORPORATION
                                      OF
                                NET.B@NK, INC.
 
 
Pursuant to Sections 14-2-1002 and - 1006 of the Georgia Business Corporation
Code (the "Code"), the Articles of Incorporation of Net.B@nk, Inc. (the
"Corporation") are hereby amended according to these Articles of Amendment.
 
                                      I.
 
         The current name of the Corporation is Net.B@nk, Inc.
 
                                      II.
 
          On April 27, 2000, the Board of Directors of the Corporation duly
adopted the following amendment (the "Amendment") to the Corporation's
Articles of Incorporation:
 
              Article I of the Corporation's Articles of Incorporation shall be
              deleted in its entirety and replaced with the following:
 
                   Article I: The name of the Corporation is NetBank, Inc.
 
                                      III.
 
          Pursuant to Section 14-2-1002(6) of the Code, no shareholder vote
is required for the adoption and approval of the Amendment.
 
          IN WITNESS WHEREOF, these Articles of Amendment have been signed by
Robert E. Bowers, Secretary, as of the 27th day of April, 2000.
 
                                      NET.B@NK, INC.
 
 
 
                                      By:  /s/ Robert E. Bowers
                                      -----------------------------

                                                                              Robert E. Bowers, Secretary

 

 

 

 

                              ARTICLES OF AMENDMENT
                                       OF
                          THE ARTICLES OF INCORPORATION
                                       OF
                                 NET.B@NK, INC.
 
      Pursuant to Section 14-2-602 of the Georgia Business Corporation Code
(the "Code"), the Articles of Incorporation of Net.B@nk, Inc. (the
"Corporation") are hereby amended according to these Articles of Amendment.
 
                                       I.
 
         The name of the Corporation is Net.B@nk, Inc.
 
                                       II.
 
          On January 20, 2000, the Board of Directors of the Corporation duly
adopted an amendment (the "Amendment") to the Articles of Incorporation that
added an Appendix A to the end of the Corporation's Articles of Incorporation.
Pursuant to Sections 14-2-602 and -1002(7) of the Code, no shareholder vote was
required for the adoption and approval of the Amendment. The text of the
Amendment is included in Article III hereof.
 
                                      III.
 
         Article III of the Corporation's Articles of Incorporation authorizes
the issuance by the Corporation, as approved by its Board of Directors without
the approval of its shareholders, of up to 10,000,000 shares of preferred stock,
without par value, in one or more series, with the shares of each such series
having such preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption and liquidation as may be determined by the Board of
Directors. In accordance with the provisions of Article III of the Articles of
Incorporation, the Amendment creates a series of preferred stock, designated
"Series A Junior Participating Preferred Stock," and establishes the
preferences, limitations and relative rights thereof. Pursuant to said Article
III, the Articles of Incorporation hereby are amended by adding the following to
the end of the Articles of Incorporation as Appendix A:
 
 
<PAGE>
 
 
 
                                   APPENDIX A
 
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
 
                           I. DESIGNATION AND AMOUNT
 
          One hundred thousand (100,000) shares of the preferred stock, without
par value, of the Corporation are hereby constituted as a series of the
preferred stock designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred Stock"). Such number of shares may be increased or
decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
 
                        II. DIVIDENDS AND DISTRIBUTIONS
 
         (A) Subject to the rights of the holders of any shares of any series of
preferred stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $0.01
per share (the "Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock (the
"First Quarterly Dividend Payment Date"), in an amount per share (rounded to the
nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision
for adjustment hereinafter set forth, 1,000 times the aggregate per share amount
of all cash dividends, and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the First Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time (a) declare a dividend on the outstanding shares
of Common Stock payable in shares of Common Stock, (b) subdivide the outstanding
shares of Common Stock, (c) combine the outstanding shares of Common Stock in a
smaller number of shares, or (d) issue any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing or surviving corporation), then, in each such case
and regardless of whether any shares of Series A Preferred Stock are then issued
or outstanding, the amount to which holders of shares of Series A Preferred
Stock would otherwise be entitled immediately prior to such event under clause
(ii) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the
 
                                       A-1
<PAGE>
 
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
         (B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section II
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); PROVIDED, HOWEVER,
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
 
         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless (i) the date of issue of such
shares is prior to the record date for the First Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of the first issuance of a share of Series A Preferred Stock, or (ii) the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 calendar days prior to the
date fixed for the payment thereof.
 
                               III. VOTING RIGHTS
 
         The holders of shares of Series A Preferred Stock shall have the
following voting rights:
 
         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, (iii) combine the outstanding
shares of Common Stock in a smaller number of shares, or (iv) issue any shares
of its capital stock in a reclassification of the outstanding shares of Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing or surviving corporation),
then, in each such case and regardless of whether any shares of Series A
Preferred Stock are then issued or outstanding, the number of votes per share to
which holders of shares of Series A Preferred Stock would otherwise be entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of
 
                                        A-2
<PAGE>
 
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
 
         (B)      Except as otherwise provided herein, in any other amendment to
the Corporation's Articles of Incorporation creating a series of preferred stock
or any similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation.
 
         (C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no voting rights.
 
                            IV. CERTAIN RESTRICTIONS
 
         (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section II
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
 
                 (i)   declare or pay dividends, or make any other
          distributions, on any shares of stock ranking junior (either as
          to dividends or upon liquidation, dissolution or winding up) to the
          Series A Preferred Stock;
 
                 (ii)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking on a parity (either
          as to dividends or upon liquidation, dissolution or winding up) with
          the Series A Preferred Stock, except dividends paid ratably on the
          Series A Preferred Stock and all such parity stock on which dividends
          are payable or in arrears in proportion to the total amounts to which
          the holders of all such shares are then entitled;
 
                 (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking junior (either as to dividends or
          upon liquidation, dissolution or winding up) to the Series A Preferred
          Stock, provided that the Corporation may at any time redeem, purchase
          or otherwise acquire shares of any such junior stock in exchange for
          shares of any stock of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding up) to the
          Series A Preferred Stock; or
 
                 (iv)  redeem or purchase or otherwise acquire for consideration
         any shares of Series A Preferred Stock, or any shares of stock ranking
         on a parity with the Series A Preferred Stock, except in accordance
         with a purchase offer made in writing or by publication (as determined
         by the Board of Directors) to all holders of such shares upon such
         terms as the Board of Directors, after consideration of the respective
         annual dividend rates and other relative rights and preferences of
 
                                            A-3
<PAGE>
 
          the respective series and classes, shall determine in good faith
          will result in fair and equitable treatment among the respective
          series or classes.
 
         (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
IV, purchase or otherwise acquire such shares at such time and in such manner.
 
                              V. REACQUIRED SHARES
 
          Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of preferred stock and may be
reissued as part of a new series of preferred stock subject to the conditions
and restrictions on issuance set forth herein, in the Articles of Incorporation,
or in any amendment to the Articles of Incorporation creating a series of
preferred stock or any similar stock or as otherwise required by law.
 
                   VI. LIQUIDATION, DISSOLUTION OR WINDING UP
 
         Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $1,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment; PROVIDED, HOWEVER, that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1,000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (B) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time (i) declare a dividend on the outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock, (iii) combine the outstanding shares of Common Stock in a smaller
number of shares, or (iv) issue any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing or surviving corporation), then, in each such case
and regardless of whether any shares of Series A Preferred Stock are then issued
or outstanding, the aggregate amount to which each holder of shares of Series A
Preferred Stock would otherwise be entitled immediately prior to such event
under the proviso in clause (A) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
 
 
                                       A-4
<PAGE>
 
                        VII. CONSOLIDATION, MERGER, ETC.
 
         In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then, in each such case, each share of Series A Preferred Stock shall
at the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time (A) declare a dividend on the outstanding shares of Common Stock payable in
shares of Common Stock, (B) subdivide the outstanding shares of Common Stock,
(C) combine the outstanding shares of Common Stock in a smaller number of
shares, or (D) issue any shares of its capital stock in a reclassification of
the outstanding shares of Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Corporation is the
continuing or surviving corporation), then, in each such case and regardless of
whether any shares of Series A Preferred Stock are then issued or outstanding,
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
 
                                VIII. REDEMPTION
 
         The shares of Series A Preferred Stock shall not be redeemable.
 
                                    IX. RANK
 
         The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other
class of the Corporation's preferred stock.
 
                                  X. AMENDMENT
 
         The Articles of Incorporation of the Corporation shall not be amended
in any manner which would materially alter or change the powers, preferences or
special rights of the Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single
series.
 
                                                  A-5
<PAGE>
 
 
         IN WITNESS WHEREOF, these Articles of Amendment have been executed on
behalf of the Corporation by D. R. Grimes, its Vice Chairman and Chief Executive
Officer, and attested by Robert E. Bowers, its Secretary, this 20th day of
January, 2000.
 
                                                       NET.B@NK, INC.
 
                                                       /s/ D.R. GRIMES
                                                       ------------------
                                                       D. R. Grimes
                                                       Vice Chairman and
                                                       Chief Executive Officer
 
Attest:
 
/s/ ROBERT E. BOWERS
- ---------------------
Robert E. Bowers
Secretary