IN RE: Shelter Financial Bank (Proposed)
Columbia, Boone County, Missouri
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 Shelter Financial Bank (the bank), a proposed new full-service federal savings bank to be located at 1905 W. Ash, Columbia, Boone County, Missouri, 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 the 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 $9,000,000 be provided, and that a ratio of Tier 1 Leverage Capital ratio 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 Kansas City Regional Office (Regional Director) prior to opening of the bank;

3. That prior to commencing operations, the bank must submit background information, and receive the written non-objection of the Kansas City Regional Director, on the individuals proposed for the positions of Chief Lending Officer, Chief Credit Officer and Chief Financial Officer;

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 the Office of Thrift Supervision;

5. That Shelter Mutual Insurance Company and its wholly-owned subsidiary, Shelter Financial Corporation, Columbia, Missouri, an insurance and financial services holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the bank prior to its opening;

6. 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

7. 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 March, 1999.

FEDERAL DEPOSIT INSURANCE CORPORATION

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

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Shelter Financial Bank
Columbia, Boone County, Missouri
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 Shelter Financial Bank (the bank), a proposed new federal savings bank to be located at 1905 West Ash, Columbia, Missouri.

The bank's sole shareholder will be Shelter Financial Corporation (SFC). SFC is a wholly-owned subsidiary of Shelter Mutual Insurance Company headquartered in Columbia, Missouri, and operates through a network of approximately 1,400 exclusive insurance agents located throughout Missouri, Arkansas, Illinois, Indiana, Iowa, Kansas, Nebraska, Colorado, Oklahoma, Tennessee, Kentucky, Louisiana, and Mississippi. Shelter Mutual Insurance Company is a multiple line insurance provider and SFC is a financial services provider offering various products through the agents of Shelter Mutual Insurance Company.

The bank will, by virtue of having a federal savings bank charter, be able to exercise full banking services in the thirteen-state area currently served by Shelter Mutual Insurance Company. The bank's business plan is to provide traditional deposit and loan products through traditional teller and lobby services located in the sole office in Columbia, Missouri. Transactions will also be conducted via U.S. mail. Shelter Mutual Insurance Company's insurance agent network will be exploited to advertise the availability of these banking services and to assist potential customers in establishing relationships with the bank.

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 undue risk to the Savings Association Insurance Fund is apparent.

Inner City Press/Community on the Move filed a protest of the proposal with the Office of Thrift Supervision (OTS) relative to Shelter Mutual Insurance Company's performance in low and moderate-income areas. The OTS has considered the comments submitted and has concluded that the issues raised have been favorably resolved between the applicant and the protestant.

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