FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: GMAC Bank (In Organization)
Wilmington, Delaware
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 GMAC Bank, a proposed new Federal savings bank to be located at 1000 West Street, Wilmington, Delaware, 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 GMAC 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 $280,000,000 be provided, and that Tier 1 leverage capital of not less than eight percent be maintained during the first three years of operations;

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 New York Regional Office (Regional Director) prior to opening of the bank;

3. That prior to commencing operations, the bank must submit the required background and financial information, and receive the written non-objection of the New York Regional Director, on President Jeffrey R. Johnson, Vice President Michael S. Keim, and any other director or management official of the bank for which such information has not been submitted;

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 appropriate Federal authorities;

5. 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.

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.

Dated at Washington, D.C., this day of May, 2000.

FEDERAL DEPOSIT INSURANCE CORPORATION

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

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: GMAC Bank (In Organization)
Wilmington, Delaware
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 GMAC Bank, a proposed new Federal savings bank to be located at 1000 West Street, Wilmington, Delaware.

GMAC Bank will be a wholly-owned subsidiary of GMAC Residential Holding Corporation, Reno, Nevada, and an indirect subsidiary of General Motors Corporation, Detroit, Michigan. GMAC Mortgage Corporation will become a subsidiary of GMAC Bank, making it one of the nation's largest originators of residential mortgages and home equity loans. GMAC Bank will be a full-service banking operation, but will continue to conduct a majority of its business through GMAC Mortgage Corporation.

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
FEDERAL DEPOSIT INSURANCE CORPORATION