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Barretville Bank & Trust Company

FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Barretville Bank & Trust Company Barretville, Tennessee

Application Pursuant to Section 24(d)(1) of the Federal Deposit Insurance Act to Conduct Activities Through a Wholly-Owned Subsidiary That May Not Be Permissible for a National Bank

ORDER

The Board of Directors of the Federal Deposit Insurance Corporation has fully considered all facts and information relevant to the factors of section 24 and other provisions of the Federal Deposit Insurance Act, including facts and information made available to the Board of Directors by the applicant, the Corporation's Division of Supervision, and other information acquired by the Corporation, relating to the application of Barretville Bank & Trust Company, Shelby County, Tennessee, an insured State nonmember bank, for the Corporation's consent to continue to hold an equity investment through a to-be-established wholly-owned subsidiary.

The Board of Directors finds that Barretville Bank & Trust Company is in compliance with applicable capital standards and that the activities to be conducted by the wholly-owned subsidiary do not appear to pose a significant risk to the applicable deposit insurance fund.

Accordingly, IT IS ORDERED, that the application be and the same hereby is approved PROVIDED that the necessary approvals for the establishment of the bank's subsidiary and its registration as a bank holding company are obtained prior to December 31, 1994.

The consent grated herein is based on the facts and circumstances presented or otherwise known to the FDIC in connection with this request. If the facts and circumstances change significantly, the Corporation shall have the right to alter, suspend, or withdraw its approval.

Dated at Washington, D. C., this day of, 1994.

BY ORDER OF THE BOARD OF DIRECTORS
Acting Executive Secretary


FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Barretville Bank & Trust Company Barretville, Tennessee

Application Pursuant to Section 24(d)(1) of the Federal Deposit Insurance Act to Conduct Activities Through a Wholly-Owned Subsidiary That May Not Be Permissible for a National Bank

STATEMENT

Pursuant to the provisions of section 24 of the Federal Deposit Insurance Act, an application has been filed with the Federal Deposit Insurance Corporation by Barretville Bank & Trust Company, Shelby County, Tennessee,("Barretville"). The application requests the Corporation's consent to continue to hold an equity investment through a wholly-owned subsidiary to be set up subsequent to this approval.

Barretville, which meets the definition of "well capitalized" within the meaning of Part 325 of the Federal Deposit Insurance Corporation's rules and regulations, is in compliance with applicable capital standards. In addition, the investment in Somerville Bank & Trust Company, Somerville, Tennessee, while representing a 39.4% ownership interest, is valued on Barretville's books at only one dollar, thus minimizing any risk to the Bank Insurance Fund.

Accordingly, the Board of Directors has concluded that the application should be approved subject to the conditions listed on the attached order.

Barretville Bank & Trust Company
Barretville, Tennessee

Correspondent:
Paul Barret, Jr.
Chairman and President Barretville Bank & Trust Company
Post Office Box 306
Barretville, Tennessee 38053