FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: American Express Personal Trust Services, FSB (In Organization)
Minneapolis, Minnesota
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 American Express Personal Trust Services, FSB, a proposed new limited-purpose Federal savings bank to be located at 625 Marquette Avenue, Minneapolis, Hennepin County, Minnesota, 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 American Express Personal Trust Services, 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 $2,640,000 be provided, of which not less than $2,112,000 shall be allocated to common stock and $528,000 to surplus;

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 San Francisco 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 American Express Company and American Express Financial Corporation, a two-tier financial services holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the bank prior to its opening;

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

6. 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; and

7. That until the date that this conditional commitment for deposit insurance 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.

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

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

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: American Express Personal Trust Services, FSB
Minneapolis, Minnesota
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 American Express Personal Trust Services, FSB (AEPTS), a proposed new Federal savings bank to be located at 625 Marquette Avenue, Minneapolis, Hennepin County, Minnesota.

AEPTS's sole shareholder will be American Express Financial Corporation, who is, in turn, wholly owned by American Express Company. AEPTS's focus will be solely on personal trust services. By virtue of having a Federal savings bank charter, AEPTS will be able to exercise personal trust powers nationwide, as opposed to the nine states that the affiliated American Express Trust Company currently operates in.

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.

DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION