Decisions on Bank Applications

SunAmerica Trust Company

FEDERAL DEPOSIT INSURANCE CORPORATION

RE: SunAmerica Trust Company, Englewood, Colorado
Applications for Federal Deposit Insurance, for Consent to Purchase Certain Assets and Assume Certain Liabilities, and for Consent to Exercise Certain Trust Powers

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Sections 5 and 18(c) and other provisions of the Federal Deposit Insurance Act (FDI Act), applications have been filed on behalf of SunAmerica Trust Company, Englewood, Colorado (STC), a proposed new Colorado trust company, for deposit insurance with membership in the Bank Insurance Fund, and for consent to purchase certain assets and assume certain liabilities of Resources Trust Company, Englewood, Colorado (RTC), an insured trust company with membership in the Bank Insurance Fund. Additionally, STC has filed an application for consent to exercise personal and employee benefit trust powers. Notice of the proposed transaction, in a form approved by the FDIC, has been published pursuant to the FDI Act.

The proposal is part of a corporate reorganization by SunAmerica, Inc., Los Angeles, California, to sell its wholly-owned subsidiary (RTC) but retain certain assets, liabilities, and trust accounts. STC will initially be a subsidiary of RTC and will acquire certain assets, liabilities, and trust accounts from RTC. Simultaneously, SunAmerica, Inc. will sell RTC but retain STC. The end result will be SunAmerica, Inc. directly owning 100 percent of STC, which acquired certain assets, liabilities, and trust accounts of RTC. SunAmerica, Inc. will continue to be a wholly-owned subsidiary of American International Group, Inc., New York, New York. The incorporators seek to establish a de novo Colorado chartered trust company, which focuses on self-directed Individual Retirement Accounts. Since the institution will focus on trust services and will not engage in lending, it anticipates being designated a special purpose bank that will be exempt from the Community Reinvestment Act (CRA) performance criteria.

In connection with the applications, the FDIC has taken into consideration the financial and managerial resources and future prospects of the proponent institution and the resultant trust company and the convenience and needs of the community to be served. The most recent examination of RTC by the FDIC disclosed a satisfactory condition. Management is considered capable with extensive trust-related experience. Capital is adequate and earnings prospects are favorable. The FDIC has also considered the competitive effects of the proposed transaction, including any reports 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. Having found favorably on the statutory factors and having considered all other relevant information, it is the FDIC's judgment that the applications should be and hereby are approved, subject to the following conditions:

1. That beginning capital be sufficient to open with a Tier 1 leverage capital ratio of at least 8 percent, and that such level will be maintained throughout the first 3 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 FDIC prior to opening of the institution;

3. That the consent granted herein is based on the facts, circumstances, and commitments presented to the FDIC in connection with this request. Any significant changes in the proposal which occur prior to opening for business or during the first 3 years of operation, in particular, expansion of corporate powers, shall require prior written approval of the FDIC;

4. That no more than 30 days after the effective date of Federal deposit insurance, a qualified Quality Assurance Manager be retained by the institution;

5. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a Colorado trust company, and that it has the authority to conduct the proposed business;

6. That the insured institution shall be engaged in the business of receiving deposits other than trust funds;

7. That the transaction shall not be consummated before the fifteenth calendar day following the date of this Order or no later than six months after the date of this Order, unless such period is extended for good cause by the FDIC; and

8. That until the conditional commitment herein Ordered 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.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the FDIC.

Dated at Washington, D.C., this day of February 2000.

By: ________________________________
John M. Lane
Associate Director
Division of Supervision