FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: TIAA-CREF Trust Company, FSB (Proposed) St. Louis, Missouri

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all available facts and information relevant to the factors of section 6 of the Federal Deposit Insurance Act and relating to the application for federal deposit insurance, with membership in the Savings Association Insurance Fund, for TIAA-CREF Trust Company, FSB, a proposed new federal savings bank to be located at 211 North Broadway, Suite 1000, St. Louis, Missouri, and has concluded that the application should be approved.

In conjunction with the application for federal deposit insurance, proponents have also provided the FDIC with a concurrent notice pursuant to sections 18(m) and 303.13 of the FDI Act regarding the acquisition or establishment of an operating subsidiary. For the reasons indicated in the attached Statement, the FDIC takes no objection to this proposed action.

Accordingly, it is hereby ORDERED. for the reasons set forth in the attached Statement, that the application submitted on behalf of TIAA-CREF Trust Company, FSB 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 $2,000,000 be provided;

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 the stock, will render this approval null and void unless such proposed change is approved by the Corporation prior to opening of the association;

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 federal savings bank business, and that its establishment and operation as a federal savings bank have been fully approved by the Office of Thrift Supervision;

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

5. That until the savings bank commences business, the Corporation shall have the night to alter, suspend, or withdraw said approval should any interim development be deemed to warrant such action; and,

6. 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 Corporation, the consent granted shall expire at the end of said twelve-month period.

Dated at Washington, D.C., this 1 st day of July, 1998.

FEDERAL DEPOSIT INSURANCE CORPORATION

By:

Mark S. Schmidt
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: TIAA-CREF Trust Company, FSB (Proposed) St. Louis, Missouri

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

Pursuant to 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 TIAA-CREF Trust Company, FSB (TIAA-CREF), a proposed new federal savings bank to be located at 211 North Broadway, Suite 1000, St. Louis, Missouri.

TIAA-CREF's focus will be solely on fiduciary services; by virtue of having a federal savings bank charter, TIAA-CREF will be able to exercise trust powers on a nationwide basis. As a limited purpose institution which is being formed to exercise trust powers, TIAA-CREF will not make loans to or accept deposits from the public. The only deposits, other than trust funds, accepted are anticipated to be from intercompany organizations.

In conjunction with the application for federal deposit insurance, proponents have also provided a concurrent notice regarding the acquisition or establishment of an operating subsidiary pursuant to sections 18(m) and 303.13 of the FDI Act. Proponents have indicated that the operating subsidiary will be adequately capitalized and will maintain a separate. corporate identity. Subsidiary activities will not pose a risk to the bank or to the Savings Association Insurance Fund. The subsidiary activity has been approved by the bank's primary federal regulator, the Office of Thrift Supervision, and proponents have provided a legal opinion that the activity is permissible for a federal savings bank with trust powers to engage in directly through its trust department. Based upon those factors, the FDIC does not object to the acquisition or establishment of the proposed bank subsidiary.

In conjunction with its subsidiary, fiduciary services to be offered will include financial planning. asset management, administration of trusts, estate probates, custody and cash management. For the purposes of the deposit insurance application, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are satisfactory, and management is considered to be satisfactory. The proposal would not increase the risk to the deposit insurance fund. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purposes of the Federal Deposit Insurance Act. No undue risk to the Savings Association Insurance Fund is apparent. The Office of Thrift Supervision conditionally granted the bank approval for its applications pursuant to this application on April 21, 1998.

Accordingly, based on a careful evaluation of all available relevant facts and information, the Associate Director has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION