FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: The Philadelphia Trust Company
Philadelphia, Philadelphia County, Pennsylvania
Application for Deposit Insurance (Bank Insurance Fund)
Application for Consent to Exercise Full Trust Powers

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 The Philadelphia Trust Company, a proposed new bank to be located at 735 Market Street, 27th Floor, Philadelphia, Philadelphia County, Pennsylvania. Additionally, the institution has filed an application for consent to exercise full trust powers.

The incorporators seek to establish a de novo Pennsylvania chartered commercial bank and trust company, which focuses on private banking for investment oriented individuals and institutions. Since the bank's principal focus will be trust services, and as such it will engage only in incidental retail lending, it anticipates being designated a special purpose bank which will be exempt from the Community Reinvestment Act (CRA) performance criteria.

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. The proposal would not increase the risk to the deposit insurance fund. 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 Bank 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

IN RE: The Philadelphia Trust Company
Philadelphia, Philadelphia County, Pennsylvania
Application for Deposit Insurance (Bank Insurance Fund)
and Consent to Exercise Full Trust Powers

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 applications for Federal deposit insurance and for consent to exercise full trust powers for The Philadelphia Trust Company, a proposed new commercial bank and trust company to be located at 1735 Market Street, 27th Floor, Philadelphia, Philadelphia County, Pennsylvania, and has concluded that the applications should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the applications submitted by The Philadelphia Trust Company, for Federal deposit insurance and for consent to exercise full trust powers, be and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in-capital funds of not less that $6,500,000 be provided, of which not less than $650,000 shall be allocated to common stock and $5,850,000 to surplus;

2. That the Tier 1 capital to assets ratio as defined in Part 325 of the FDIC's Rules and Regulations at the time of application, be maintained at not less than eight percent during the first three years of operation and that an adequate allowance for loan and lease losses will be provided;

3. 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;

4. That the bank obtain an annual audit of its financial statements by an independent auditor for at least the first three years after deposit insurance coverage is effective, furnish a copy of any reports by the independent auditor (including management letters to the Regional Director within 15 days after their receipt by the bank, and notify the Regional Director within 15 days when a change in its independent auditor occurs;

5. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a state chartered bank and trust company, that it has authority to conduct a banking business, and that its establishment and operation as a state chartered bank and trust company have been fully approved by appropriate state authorities;

6. That Federal deposit insurance shall not become effective unless and until the review of the applicant's request for special purpose bank designation has been resolved. Should the applicant's request for such designation be denied, the applicant will have to submit a Community Reinvestment Act Statement to conform with the Community Reinvestment Act regulation;

7. That until the conditional commitment for deposit insurance and trust powers herein granted 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; and

8. That if deposit insurance and trust powers have 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 March , 1999.

FEDERAL DEPOSIT INSURANCE CORPORATION

By:________________________________
Mark S. Schmidt, Associate Director
Division of Supervision