FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Assurance Partners Bank (Proposed) Carmel, Hamilton County, Indiana

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting on behalf of the Board of Directors pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for Federal Deposit Insurance for Assurance Partners Bank (the bank), a proposed new federal savings bank to be located at Two Meridian Park Plaza, Carmel, Hamilton County, Indiana, 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 the 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 $11,000,000 be provided;

(2) That a tangible capital to total assets ratio of not less than 10% be maintained for the first five years after deposit insurance is effective;

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

(4) That Federal deposit insurance shall not become effective unless and until the applicant has been established as a federal savings 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 Office of Thrift Supervision;

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

(6) That until the conditional commitment herein ORDERED becomes effective, the FDIC shall have the right to alter, suspend or withdraw the said commitment should any interim development be deemed to warrant such action;

(7) That if deposit insurance has not become effective within twelve months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted shall expire at the end of the twelve-month period; and

Dated at Washington, D.C. this 8th day of June, 2000.

FEDERAL DEPOSIT INSURANCE CORPORATION

By:  John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Assurance Partners Bank (Proposed) Carmel, Hamilton County, Indiana

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for federal deposit insurance with membership in the Savings Association Insurance Fund has been filed by the National Association of Mutual Insurance Companies (NAMIC) on behalf of Assurance Partners Bank (the bank), a proposed new federal savings bank to be located at Two Meridian Park Plaza, Carmel, Hamilton County, Indiana.

The bank's sole shareholder will be First Assurance Bancorp (First Assurance), a newly formed thrift holding company. Stock ownership of First Assurance will be held by NAMIC and insurance company members of NAMIC. NAMIC is a trade association for the property and casualty insurance industry, and is comprised of more than 1,150 mutual insurance companies and associations located in over 40 states in the United States, and in Canada and Europe.

The proposal is being undertaken in order to provide the sales representatives and independent insurance agents of NAMIC's members with the opportunity to remain competitive in the changing financial marketplace in which banks and other entities are offering insurance products. The chartering of the bank would enable NAMIC to make available loans and other financial products and services in addition to property/casualty insurance products on a nationwide basis.

The Bank intends to emphasize its local ties and commitments through its relationship with NAMIC members and their related insurance agencies and agents. As the Bank matures, it anticipates being able to increase availability of lending services to smaller communities throughout the U.S. by creating awareness of new products, services, and credit application delivery channels through NAMIC member investors and their agents. The Bank will offer home equity loans, first and second mortgage loans, small business loans, student loans and consumer loans. The products will be offered to clients of NAMIC insurance member companies and their agents and to the general public through direct mail and other forms of advertising.

For purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. This institution provides an alternative banking source to its targeted market with no adverse effect on the competitive environment. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undo risk to the Savings Association Insurance Fund is apparent.

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

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION