FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: MWABank, fsb
Rock Island, Rock Island County, Illinois
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting on behalf of the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) pursuant to 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 for MWABank, fsb (Bank), a proposed new Federal savings bank to be located at 226 17th Street, Suite 11, Rock Island, Rock Island County, Illinois, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED that the application submitted by the Bank for Federal deposit insurance be, and the same is, hereby approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $10,000,000 be provided;

2. That the Tier 1 capital to assets ratio (as defined in the appropriate capital regulation and guidance from the institution's primary federal regulator) be maintained at not less than eight percent throughout the first three years of operation and that an adequate ALLL be provided;

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 the Office of Thrift Supervision;

4. That Modern Woodmen of America obtain approval from the Office of Thrift Supervision to acquire voting stock control of the institution prior to its opening;

5. 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 Chicago Regional Office prior to opening of the bank;

6. That the Bank must notify the FDIC at least 60 days prior to bringing its transactional website online. In addition to the notification, the bank will permit the FDIC onsite access to review the electronic banking system architecture and control environment;

7. That the Bank must submit a copy of the training program and related training materials that will be used to train the Bank's call center counselors to the FDIC at least 60 days prior to utilizing the call center;

8. That if Federal deposit insurance has not become effective within twelve months from the date of the ORDER, or unless, in the meantime, the FDIC approves a request for an extension of time, the consent granted shall expire at the end of the said twelve-month period; and

9. That until the conditional commitment herein granted for deposit insurance becomes effective, the FDIC shall have the right to alter, suspend, or withdraw said commitment should any interim development be deemed by the FDIC to warrant such action.

Dated at Washington D.C. this day of , 2002.

By:________________________________
Lisa K. Roy
Associate Director
Division of Supervision and Consumer Protection

FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: MWABank, fsb
Rock Island, Rock Island County, Illinois
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 has been filed on behalf of MWABank, fsb, a proposed new Federal savings bank with membership in the Savings Association Insurance Fund, with the main office to be located at 226 17th Street, Suite 11, Rock Island, Rock Island County, Illinois.

MWABank, fsb will be wholly owned by the Modern Woodmen of America (MWA), a non-profit Illinois fraternal benefit society. MWA sells life insurance and annuity products and formed a Federal thrift to enable its members, employees, and their families, as well as the general public, to obtain convenient and affordable banking products as part of individuals' overall financial plan.

MWABank plans to offer a wide range of products and services, including first mortgage residential loans, home equity loans, installment loans, credit cards, and a traditional mix of deposit accounts.

The proposed investment in fixed assets is reasonable, capital is adequate, earnings prospects are considered sufficient to provide a profitable operation within a reasonable period of time, and management is considered to be satisfactory. 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 on a careful evaluation of all facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION AND CONSUMER PROTECTION
FEDERAL DEPOSIT INSURANCE CORPORATION