March 24, 1998

Board of Directors
First Bank Richmond, S.B.
20 North 9th Street Richmond, Indiana 47374-3170

Dear Board of Directors:

The notice of proposed mutual-to-stock conversion, filed on behalf of First Bank Richmond, S.B. (Richmond) has been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to sections 303.15 and 333.4 of the FDIC Rules and Regulations. As described in the notice, Richmond proposes to convert from an Indiana-chartered mutual savings bank to a nationally chartered stock bank, which will be owned by a two-tiered structure of Delaware-chartered bank holding companies.

The FDIC has relied on information provided in Richmond's Notice of Conversion and the applications filed with other regulators in reaching its decision. Based upon the information presented therein, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction, provided that Richmond satisfies the following conditions:

1. Richmond must execute the enclosed Tolling Agreement and deliver it to this office on or before April 10, 1998.

2. Richmond must advise this office of the results of the special meeting of members held to consider and vote upon the Plan of Mutual Holding Company Reorganization. This advice must contain evidence, such as a Secretary's Certificate, that the Plan of Mutual Holding Company Reorganization was approved by a vote of at least a majority of Richmond's depositors and other stakeholders of the bank who are entitled to vote on the conversion, as determined by Richmond's board of directors.

3. Richmond must commit to this office that prior to any sale, transfer, or other disposition of any shares of Richmond Mutual Bancorporation, Inc. (the Stock Holding Company) by First Mutual of Richmond, Inc. (the Mutual Holding Company) to any person (including any Employee Stock Ownership Plan), or a conversion of the Mutual Holding Company to stock form, the FDIC will be provided written notification and copies of all documents filed with state and federal banking and/or securities regulators in connection with any such sale, transfer, disposition, or conversion.

4. Richmond must commit to this office that should any shares of the stock of First Bank Richmond, National Association (the Stock Bank) be issued to any person other than the Stock Holding Company, any dividends waived by the Stock Holding Company must be retained by the Stock Bank- and segregated, earmarked, or otherwise identified on the books and records of the Stock Bank; such amounts must be taken into account in any valuation of the institution and factored into the calculation used in establishing a fair and reasonable basis for exchanging shares in any subsequent conversion of the Mutual Holding Company to stock form; such amounts shall not be available for payment to or the value thereof transferred to minority shareholders, by any means including through dividend payments or at liquidation.

5. Richmond must commit to this office that should any shares of the stock of the Stock Holding Company be issued to any person other than the Mutual Holding Company, any dividends waived by the Mutual Holding Company must be retained by the Stock Holding Company and segregated, earmarked, or otherwise identified on the books and records of the Stock Holding Company; such amounts must be taken into account in any valuation of the institution and factored into the calculation used in establishing a fair and reasonable basis for exchanging shares in any subsequent conversion of the Mutual Holding Company to stock form; such amounts shall not be available for payment to or the value thereof transferred to minority shareholders, by any means including through dividend payments or at liquidation.

6. Richmond must satisfy the disclosure requirements for the proxy statement and other disclosure materials currently under review, by the FDIC's Registration and Disclosure Unit.

Provided that Richmond meets the conditions outlined above and that there has been no significant alteration to the terms of the conversion transaction (by action of other regulators or otherwise) subsequent to the date of this letter, the FDIC will issue a letter of non-objection to the proposed conversion transaction.

Sincerely,

Mark S. Schmidt
Associate Director

cc: Richard S. Garabedian, Esq.
Silver, Freedman & Taff
1100 New York Avenue, N. W.
Washington, D.C. 20005-3934

Tolling Agreement by and between First Richmond Bank. S.B. Richmond. Indiana and The Federal Deposit Insurance Corporation

The undersigned parties hereby agree as follows:

1. The time in which the Federal Deposit insurance Corporation (FDIC) may act to object to the notice of the proposed conversion of First Richmond Bank-, S.B. (Richmond) to stock ownership filed with the FDIC on December 22, 1997, pursuant to section 303.15 of the FDIC Rules and Regulations (Notice), is hereby extended from April 21, 1998 until 30 days after Richmond advises the FDIC of the results of the special meeting held for the members of Richmond to vote upon the Plan of Mutual Holding Company Reorganization.

2. Any action taken by the FDIC on the aforementioned Notice during the extension period described in paragraph I shall have the same force and effect as if it were taken by the FDIC before April 21, 1998 and shall not be challenged by Richmond of anyone associated with it solely for having been taken during the extension period described above in paragraph 1.

Dated: FIRST RICHMOND BANK, S.B.

By:

Dated: FEDERAL DEPOSIT INSURANCE CORPORATION

By: