Decisions on Bank Applications

Millington Savings Bank

June 30, 1999

Board of Directors
Delaware Savings Bank, FSB
921 N. Orange Street
Wilmington, Delaware 19801

Dear Members of the Board:

Subject: Proposal to Enter into a Material Transaction

Pursuant to Section 303.207 of the FDIC Rules and Regulations, Delaware Savings Bank, FSB, Wilmington, Delaware (Delaware Savings), has provided the FDIC with a description of a proposed material transaction involving the acquisition of all of the shares of Delaware Savings by Lehman Brothers Holdings Inc. through the establishment of an interim federal savings bank and the merger of that interim institution into Delaware Savings. Our review indicates the proposed material transaction would have no material adverse effect on the capital position of Delaware Savings and, therefore, we do not object.

Until the proposed transaction has been consummated, the FDIC retains the right to alter, suspend, or withdraw its nonobjection should any interim development be deemed to warrant such action.

Any questions concerning the above action should be referred to Assistant Regional Director Michael J. Piracci in the New York Regional Office at (212) 704-1313.

Sincerely,

Mark S. Schmidt
Associate Director