IN RE: Forethought Federal Savings Bank (Proposed)

Batesville, Ripley County, Indiana

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all 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 Forethought Federal Savings Bank-, a proposed new limited purpose federal savings bank to be located at Forethought Center, Batesville. Ripley 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 Forethought Federal Savings 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 $2,862,000 be provided, of which not less than $1,600,000 shall be allocated to common stock;

2. 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 stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Chicago Regional Office prior to opening of the bank;

3. That information, acceptable to the Regional Director, be provided substantiating that sufficient management and personnel will be available to satisfactorily operate the institution upon opening;

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

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

7. That if federal 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 herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C. this 28th day of July 1998.

FEDERAL DEPOSIT INSURANCE CORPORATION

Mark S. Schmidt
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Forethought Federal Savings Bank (Proposed) Batesville, Ripley 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 on behalf of Forethought Federal Savings Bank (Forethought), a proposed new federal savings bank to be located at Forethought Center. Batesville, Ripley County, Indiana.

Forethought will be a wholly-owned subsidiary of Hillenbrand Industries, Inc, Batesville, Indiana. It will be a limited purpose federal savings bank with the primary business of providing pre-need funeral funding trust services on a nationwide basis.

For the purposes of this proposal, fixed asset arrangements are reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. No formal objections to this application have been filed and the proposed institution will provide a specialized service to its targeted market with no apparent competitive impact. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act and the proposal constitutes no apparent undue risk to the deposit insurance fund.

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