IN RE: Escrow Bank USA (Proposed)
Midvale, Salt Lake County, Utah
Application for Federal Deposit Insurance (Bank 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 and relating to the application for federal deposit insurance for Escrow Bank USA, a proposed new state-chartered industrial loan corporation to be located at 6985 Union Park Center, Midvale, Salt Lake County, Utah, 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 on behalf of Escrow Bank USA 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 $9,800,000 be provided, and that a ratio of Tier 1 Leverage Capital to total assets of not less than eight percent shall be maintained throughout the first three years of operation;

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 Escrow Bank obtain an audit of financial statements by an independent public accountant annually for at least the first three years after deposit insurance is effective, furnish a copy of any reports by the independent auditor (including any management letters) to the appropriate FDIC Regional Director within 15 days after their receipt by the bank and notify the appropriate FDIC Regional Director within 15 days when a change in its independent auditor occurs;

4. That adequate blanket bond coverage be obtained;

5. That an accrual accounting system be adopted for maintaining the bank's books;

6. That federal deposit insurance shall not become effective unless and until the applicant has been established as a state bank (not a member of the Federal Reserve System), that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the appropriate State Authority;

7. 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

8. 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 day of , 1999.

FEDERAL DEPOSIT INSURANCE CORPORATION

By________________________________
Mark S. Schmidt
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Escrow Bank USA (Proposed)
Midvale, Salt Lake County, Utah
Application for Federal Deposit Insurance (Bank 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 Bank Insurance Fund has been filed on behalf of Escrow Bank USA, a proposed new state-chartered industrial loan corporation to be located at 6985 Union Park Center, Midvale, Salt Lake County, Utah

Escrow Bank's sole shareholder will be GMAC Commercial Holding Corporation, which is a wholly owned subsidiary of GMAC Mortgage Group, Inc., the fifth largest mortgage servicing company in the United States. The ultimate parent will be General Motors Corporation. The bank's sole business will be to serve as a depository for escrow funds and principal and interest payments related to commercial and multifamily mortgage loans. It does not intend to engage in lending of any type and will not solicit deposits from the general public. Escrow Bank intends to operate on a nationwide basis and expects to receive escrow deposits from all fifty states. Therefore, it will be competing will all other banks that accept such deposits.

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. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No formal objections to this proposal have been filed and no undue risk to the Bank Insurance Fund is apparent.

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

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION