BOAR D OF Governors 

OF THE 

FEDERA L RESERVE SYSTEM 

WASHINGTON, D. C. 2055 1 

ADDRESS OFFICIAL CORRESPONDENCE 

TO THE BOARD 

October 31, 2012 

Mr. Michael H. Devlin II 

Managing Director 

Curragh Capital Partners II L.P. 

730 Fifth Avenue, Suite 2102 

New York, New York 10019 

Dear Mr. Devlin: 

This is in response to the application by Curragh Capital Partners II L.P. 

("Curragh Capital"), New York, New York, to deregister as a savings and loan holding company 

("SLHC") pursuant to section 604(i) of the Dodd-Frank Act, 12 U.S.C. § 1467a(a)(l)(D)(ii)(II), 

and the Board's Regulation LL, 12 CFR 238.4(d). Curragh Capital seeks to deregister based on 

the representation that the company's subsidiary federal savings association, Forethought Federal 

Savings Bank ("Forethought"), Batesville, Indiana, qualifies as a trust-only company pursuant to 

section 2(c)(2)(D) of the Bank Holding Company Act, 12 U.S.C. § 1841(c)(2)(D). 

Curragh Capital is an investment partnership and is an SLHC because it owns 

Forethought. Forethought is a limited-purpose savings association that serves as a trustee for its 

customers. 

In connection with the application, Curragh Capital and Forethought have 

committed as follows: 

1. Forethought will not, without the prior approval of the Board or its staff, engage in 

activities beyond those that are permissible under section 5(n) of the Home Owners' 

Loan Act, 12 U.S.C. § 1464(n), and its implementing regulations. 

2. Forethought will hold at least 99 percent of its deposits in a trust or fiduciary capacity 

(excluding from the calculation the amount required to maintain deposit insurance from 

the Federal Deposit Insurance Corporation ("FDIC")). 

3. Forethought does not maintain and will not accept demand deposits or deposits that the 

depositor may withdraw by check or similar means for payment to third parties or 

others. 

4. Forethought does not and will not make commercial loans. 

5. Forethought will not obtain payment or payment-related services from any Federal 

Reserve Bank and will not seek to exercise discount or borrowing privileges with the 

Federal Reserve. 
6. No affiliates of Forethought will offer or market deposits of Forethought that are insured 

by the FDIC. 

Based on the foregoing and all the facts of record, including the most recent call 

report and report of examination of Forethought and consultation with the Office of the 

Comptroller of the Currency, Forethought's primary federal regulator, the General Counsel and 

the Director of the Division of Banking Supervision and Regulation, acting pursuant to authority 

delegated by the Board, have approved the application by Curragh Capital to deregister as an 

SLHC. This action is taken in reliance on all the facts of record, including all the representations 

and commitments made to the Board in connection with the application. Those representations 

and commitments constitute conditions imposed in writing in connection with the approval of 

Curragh Capital's application to deregister as an SLHC and, as such, may be enforced in 

proceedings under applicable law. Any change in the representations or commitments may result 

in a different conclusion and should be reported to Board staff promptly. 

Sincerely yours, 

[signed] Robert deV. Frierson 

Secretary of the Board 

cc: James T. Nolan, Senior Vice President 

Federal Reserve Bank of Boston 

Office of the Comptroller of the Currency