FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Aetna Trust Company, FSB (In Organization)
Hartford, Connecticut
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 Aetna Trust Company, FSB, a proposed new limited-purpose Federal savings bank to be located at 151 Farmington Avenue, Hartford, Connecticut, 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 Aetna 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 $2,400,000 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 stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Boston Regional Office (Regional Director) prior to opening of the bank;

3. 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 appropriate Federal authorities;

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

5. That the bank shall operate within the parameters of the submitted business plan. Any proposed major deviations or material changes from the submitted business plan within the first three years of operation, in particular, changes pertaining to expansion of corporate powers, shall receive the prior written approval of the Regional Director;

6. That until the conditional commitment herein granted for deposit insurance becomes effective, 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 the 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 said twelve-month period.

Dated at Washington, D.C., this day of December, 1999.

FEDERAL DEPOSIT INSURANCE CORPORATION

By: _______________________________
John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Aetna Trust Company, FSB
Hartford, Connecticut
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 Aetna Trust Company, FSB a proposed new Federal savings bank to be located at 151 Farmington Avenue, Hartford, Connecticut.

The Aetna Trust Company, FSB will be a wholly-owned subsidiary of Aetna Retirement Holding, Inc. and an indirect subsidiary of Aetna Inc. The Aetna Trust Company, FSB's focus will be solely on trust services. By virtue of having a Federal savings bank charter, Aetna Trust Company, FSB will be able to exercise trust powers in all 50 states and the District of Columbia.

For the purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue 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