FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Western Union Interim Corporation (In Organization) Englewood, Colorado

Applications for Consent to Merge and Relocate the Main Office

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance (FDI) Act, and application has been filed by Western Union Financial Services, Inc.(WUFS) on behalf of its wholly-owned second tier subsidiary, Western Union Interim Corporation (In Organization),both of Englewood, Colorado, for the Corporation's consent to merge with and into Basin Industrial Bank. Cortez. Colorado, a state-chartered nonmember bank with membership in the Bank Insurance Fund and with total resources of $7,311,000 and total deposits of $6,507,000 as of March 31. 1998. After the proposed merger is consummated, Basin Industrial Bank, which will be the surviving institution. intends to relocate its main office from 2 East Main Street, Cortez. Colorado. to 6200 South Quebec Street, Englewood, Colorado, and to establish the Cortez facility as a branch. Notice of the proposed transaction, in a form approved by the Corporation. has been published pursuant to the FDI Act.

Prior to consummation of the proposed merger, WUFS will acquire sole ownership of The Basin Finance Company which presently owns 41 percent of the stock of Basin Industrial Bank. Western Union Interim Corporation will be formed as a subsidiary of The Basin Finance Company. The proposed merger of Western Union Interim Corporation and Basin Industrial Bank will result in WUFS's wholly-owned subsidiary. The Basin Finance Company, acquiring 100 percent of the stock of Basin Industrial Bank.

WUFS is proposing to acquire Basin Industrial Bank in conjunction with marketing a service known as "Benefits Quick Cash" (BQC) to recipients of Federal benefit payments who do not currently have bank accounts. Enrollees in the BQC program will have their Federal benefit payments deposited, via electronic funds transfer. in Basin Industrial Bank or any other insured financial institution chosen by the enrollee. Those deposits, however, will be withdrawn from the pertinent insured financial institution and transferred to WUFS on a daily basis. Therefore, there will be no increase in the amount of deposits reported by the insured financial institutions related to the BQC program. The BQC program will be administered at the Englewood, Colorado. location while the Cortez. Colorado, location will continue to house Basin Industrial Bank's traditional retail operations. Since the BQC program is focused on individuals who do not currently have bank accounts, the proposed merger will not alter the competitive structure of commercial banking within the relevant market.

A review of the available information, including the Community Reinvestment Act (CRA) Statement of Basin Industrial Bank disclosed no inconsistencies with the purposes of the CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the applications, the FDIC has also taken into consideration the financial and managerial resources and future prospects of the proponent institution and the resultant bank-, and the convenience and needs of the community to be served. Having found favorably on these statutory factors and having considered all other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the FDIC's judgment that the applications should be and hereby are approved, subject to the following conditions.

1. That Basin Industrial Bank and WUFS obtain the FDIC Division of Supervision's Atlanta Regional Director's prior nonobjection to the advertising materials and documents pertaining to accounts established at Basin Industrial Bank pursuant to the RQC program when such materials and documents are issued or revised during the period beginning on the date of this Order and ending upon completion of the first full scope examination of Basin Industrial Bank commencing after implementation of the Department of the Treasury's final regulations regarding the electronic funds transfer of federal benefit payments to insured financial institutions.

2. That the transaction shall not be consummated less than fifteen calendar days after the date of this Order or later than six months after the date of this Order. unless such period is extended for good cause by the Corporation, and

3. That until the proposed transaction becomes effective, the Corporation shall have the right to alter. suspend, or withdraw its approval should any interim development be deemed to warrant such action.

This approval also serves as notice that the FDIC reserves the authority at any time to evaluate the appropriateness of marketing disclosures pertaining to accounts established at Basin Industrial Bank pursuant to the BQC program by having its examiners or agents periodically, and, without identification as FDIC examiners or agents, solicit WUFS toll-free customer service telephone line for information on the BQC program.

Pursuant to delegated authority.

Dated at Washington. D. C. this 7th day of July. 1998.

FEDERAL DEPOSIT INSURANCE CORPORATION

By: Mark S. Schmidt
Associate Director
Division of Supervision