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Decisions on Bank Applications

Members Trust Company

In Re: Members Trust Company Tampa, Hillsborough County, Florida Application for Federal Deposit Insurance (Savings Association Insurance Fund)


The Board of Directors of the Federal Deposit Insurance Corporation has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating to the application for Federal deposit insurance for Members Trust Company, a proposed new special-purpose federal savings bank to be located at 950 West Fletcher Avenue, Tampa, Hillsborough County, Florida, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED that the application submitted by Members Trust Company for Federal deposit insurance be and the same is hereby approved subject to the following conditions:

(1) That beginning paid-in capital funds, net of organizational expenses, of not less than $9,250,000 be provided, of which not less than $400,000 shall be allocated to common capital and not less than $8,850,000 shall be allocated to surplus;

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

(3) That the Tier I capital to assets leverage ratio (as defined in the appropriate capital regulation and guidance of the institution's primary federal regulator) will be maintained at not less than eight percent throughout the first three years of operation;

(4) That the proposed thrift holding companies, Suncoast Schools Federal Credit Union, Tampa, Florida, and CUNA Mutual Insurance Society, Madison, Wisconsin, have obtained approval of the Office of Thrift Supervision to acquire voting stock control of the proposed depository institution prior to its opening for business;

(5) That Federal deposit insurance shall not become effective unless and until the applicant has been granted a charter as a depository institution, it has authority to conduct a banking business, and its establishment and operation as a federal savings bank have been fully approved by the Office of Thrift Supervision;

(6) That Federal deposit insurance shall not become effective until after the bank has combined with Members Trust Company, Tampa, Florida, a state-chartered trust company and credit union service organization of Suncoast Schools Federal Credit Union;

That until the FDIC's conditional commitment becomes effective, the FDIC shall have the right to alter, suspend, or withdraw the commitment should any interim development be deemed to warrant such action; and,

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 said twelve-month period.

Dated at Washington, D.C., this 7th day of October, 2003.

Robert E. Feldman Executive Secretary

In Re: Members Trust Company (Proposed) Tampa, Hillsborough County, Florida Application for Federal Deposit Insurance (Savings Association Insurance Fund)


Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. §1815), an application for Federal deposit insurance, with membership in the Savings Association Insurance Fund, has been filed by Suncoast Schools Federal Credit Union ("Suncoast"), Tampa Florida; and CUNA Mutual Insurance Society ("CMIS"), Madison, Wisconsin, on behalf of Members Trust Company (the "Bank's"), a proposed special-purpose, trust-only federal savings bank to be located at 950 West Fletcher Avenue, Tampa, Florida.

The Bank's sole shareholders will be Suncoast and CMIS, both of which have been approved as unitary thrift holding companies by the Office of Thrift Supervision. Suncoast and CMIS will each separately own stock of the Bank. There will be no other stockholders of the Bank. Suncoast is a federally chartered credit union. Suncoast is the ninth largest credit union in the nation. As of December 31, 2002, Suncoast had total assets of $3.5 billion and a total members' equity of $288.7 million, and has over 300,000 members. CMIS is a mutually-owned insurance company with assets of $4.9 billion that is licensed in all fifty states and the District of Columbia. CMIS underwrites property and casualty insurance and is the leading provider of alternative financial products (i.e., products other than loans and share deposits) to credit unions and their members. Suncoast wholly-owns Members Trust Company (MTC-Florida), a credit union service organization and state-chartered trust company. MTC-Florida was established fifteen years ago to provide trust services to members of Suncoast. Following the Bank's formation, MTC-Florida will combine with and into the Bank. The proposal intends to create a nationwide network to deliver trust services through Agency and Representative Offices located in participating credit unions. The plan is to build a trust operation that will drive down the size of the minimum trust account, yet allow the nationwide trust business to operate profitably, thereby expanding access to trust services to many more consumers.

Since the Bank's principal focus will be trust services, it has been designated a "special-purpose savings association" by the Office of Thrift Supervision. The Community Reinvestment Act (CRA) is not applicable to special-purpose savings associations.

For purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. The Bank is to provide trust services to individuals who might not otherwise be able to access affordable trust services. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all the factors in section 6 of the FDI Act (12 U.S.C. 1816) and all relevant facts and information, the approval of the application is deemed warranted.