Each depositor insured to at least $250,000 per insured bank

FEDERAL DEPOSIT INSURANCE CORPORATION

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned. acting under delegated authority. has fully considered all facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for federal deposit insurance for Allstate Federal Savings Bank, a proposed new limited purpose federal savings bank to be located at 2775 Sanders Road, Northbrook, Illinois. and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by Allstate Federal Savings Bank for federal deposit insurance be and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $65,000,000 be provided, of which not less than $1,000 shall be allocated to common stock and $64.999,000 to surplus;

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 Regional Director of the FDIC's Chicago Regional Office ("Regional Director") prior to opening of the bank;

3. That prior to opening, the bank must employ an experienced chief executive officer and an experienced trust officer acceptable to the Regional Director;

4. That federal deposit insurance shall not become effective unless and until the applicant has been established as a federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the Office of Thrift Supervision;

5. That The Allstate Corporation, Northbrook, Illinois, an insurance and financial services holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the bank prior to its opening;

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

7. That until the conditional commitment herein granted 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, and

8. That if federal 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 herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C. this 15^th day of September 1998.

FEDERAL DEPOSIT INSURANCE CORPORATION

By: Nicholas J. Ketcha, Jr.
Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Allstate Federal Savings Bank Northbrook, Cook County, Illinois

Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

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 on behalf of Allstate Federal Savings Bank (AFSB). a proposed new federal savings bank to be located at 2775 Sanders Road, Northbrook, Illinois.

AFSB's sole shareholder will be The Allstate Corporation. AFSB's focus will be solely on trust services; by virtue of having a federal savings bank charter, AFSB will be able to exercise trust powers in all 50 states and the District of Columbia.

For the 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 proposal would not increase the risk to the deposit insurance fund. No formal objections to this application have been filed with the FDIC. 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 available facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the application is warranted.

DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION