U.S. Bancorp Forfeiture of Rights under Shareholder Agreements with New Century Financial Corporation Shareholders

Summary

U.S. Bancorp has agreed to forfeit all of its rights under previous Shareholder Agreements with Robert K. Cole, Steve Holder, Edward F. Gotschall, and Brad A. Morrice, all associated with New Century Financial Corporation. This action is intended to clarify that New Century is not an affiliate of U.S. Bancorp under federal law. The forfeited agreements had given U.S. Bancorp a right of first refusal on share transfers and certain voting rights, but imposed no obligations on U.S. Bancorp. The forfeiture is effective immediately upon acceptance by the shareholders.

EX-10.78 12 a2042227zex-10_78.txt EXHIBIT 10.78 EX-10.78 [Letterhead of US Bancorp.] January 12, 2001 Mr. Robert K. Cole Mr. Steve Holder Mr. Edward F. Gotschall c/o New Century Financial Corporation Mr. Brad A. Morrice 18400 Von Karman, Suite 1000 New Century Financial Corporation Irvine, California 92612 18400 Von Karman, Suite 1000 Attn: Terry Theologides Irvine, California 92612 Gentlemen: U.S. Bancorp has determined that it would be advisable to forfeit all of its rights under its Shareholder Agreement dated November 24, 1998 with each of you (each a "Shareholder Agreement") in order to clarify that New Century is not, nor has it been, an affiliate of U.S. Bancorp for purposes of Section 23A of the Federal Reserve Act. The Shareholder Agreements provided a right of first refusal to U.S. Bancorp with respect to the proposed transfer of New Century shares by you and contained voting agreements by you with respect to acquisition proposals involving New Century. The Shareholder Agreements did not contain any covenants of U.S. Bancorp. Effective immediately, U.S. Bancorp hereby forfeits all rights under and interests in each of the Shareholder Agreements. Please execute the acceptances below to confirm your acknowledgement of the foregoing. Very truly yours, U.S. BANCORP By /s/ Lee R. Mitau ----------------------------------- Lee R. Mitau Executive Vice President--Corporate Development and General Counsel Accepted and agreed this January 12, 2001 /s/ Robert K. Cole /s/ Steve Holder - ------------------------------ ----------------------------------- Robert K. Cole Steve Holder /s/ Edward F. Gotschall /s/ Brad A. Morrice - ------------------------------ ----------------------------------- Edward F. Gotschall Brad A. Morrice