FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: World Financial Capital Bank
Salt Lake City, Salt Lake County, Utah
Application for Federal Deposit Insurance

ORDER

The undersigned, acting on behalf of the Board of Directors 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 relating to the application for Federal Deposit Insurance (Bank Insurance Fund) for World Financial Capital Bank (Bank), a proposed new bank to be located at 2855 East Cottonwood Parkway, Suite 100, Salt Lake City, Salt Lake County, Utah, 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 (Bank Insurance Fund) be and the same hereby is approved subject to the following conditions:

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

(2) That a Tier 1 capital to total assets ratio of not less than 8% be maintained and that an adequate allowance for loan and lease losses will be provided throughout the first three years of operations;

(3) That any changes in proposed management or proposed ownership (10% or more of stock) of the Bank, including new acquisitions of or subscriptions to 10% or more of the Bank's stock, shall be approved by the FDIC prior to opening of the Bank;

(4) That the bank shall operate within the parameters of its three-year business plan submitted to and accepted by the FDIC. Furthermore, during the first three years of operation, bank management shall notify the Regional Director of any proposed major deviation or material change from the submitted plan at least sixty (60) days before the consummation of the change.

(5) That an accrual accounting system be adopted for maintaining the Bank's books;

(6) That the Bank will have adequate fidelity coverage;

(7) That the Bank have an audit of its financial statements conducted by an independent public accountant annually for the first three years after deposit insurance is effective, and submit to the Chicago Regional Director (i) a copy of the audited annual financial statements and the independent public auditor's report thereon within 90 days after the end of the Bank's fiscal year, (ii) a copy of any other reports by the independent auditor (including any management letters) within 15 days after their receipt by the Bank, and (iii) written notification within 15 days when a change in the Bank's independent auditor occurs;

(8) That Federal deposit insurance shall not become effective unless and until the Bank 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 state supervisory authority;

(9) That the Bank shall acquire prior to the effective date of deposit insurance and continue to maintain the requisite deposits to be "engaged in the business of receiving deposits other than trust funds" as defined in 303.14 of the FDIC Rules and Regulations.

(10) That until the conditional commitment of the FDIC becomes effective, the FDIC retains the right to alter, suspend or withdraw its commitment should any interim development be deemed to warrant such action; and

(11) That if 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 shall expire at the end of the twelve-month period.

Dated at Washington, D.C. this 30th day of September, 2003.

FEDERAL DEPOSIT INSURANCE CORPORATION

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

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: World Financial Capital Bank
Salt Lake City, 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 has been filed for World Financial Capital Bank (Bank), a proposed new Utah industrial loan company, to be located at 2855 East Cottonwood Parkway, Suite 100, Salt Lake City, Salt Lake County, Utah.

The Bank will provide commercial credit cards and issue certificates of deposits to customers throughout the country. The applicant will operate the proposed institution in Salt Lake City, Utah.

For the purposes of this proposal, capital is adequate, projections for future earnings prospects are favorable, management is considered satisfactory, and the investment in fixed assets is reasonable. 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 careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted.

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