BOAR D O F GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON, D. C. 20551 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

October 31, 2012 

Ms. Marcia E. Williams 

President 

Independence Holding Corporation 

P.O. Box 682188 

Franklin, Tennessee 37068 

Dear Ms. Williams: 

This is in response to the application by Independence Holding Corporation 

("Independence"), Franklin, Tennessee, 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). Independence seeks to deregister based on the 

representation that the company's subsidiary federal savings association, Independence Trust 

Company ("Trust Company"), Franklin, Tennessee, 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). 

Independence is an SLHC because it owns Trust Company. Trust Company is a 

limited-purpose savings association that serves as a trustee and custodian for its customers and 

provides investment advisory services. 

In connection with the application, Independence and Trust Company have 

committed as follows: 

1. Trust Company 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. Trust Company 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. Trust Company 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. Trust Company does not and will not make commercial loans. 

5. Trust Company 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 Trust Company will offer or market the deposits of Trust Company 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 Trust Company and consultation with the Office of the 

Comptroller of the Currency, Trust Company'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 Independence 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 Independence'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: Michael Johnson, Senior Vice President 

Federal Reserve Bank of Atlanta 

Office of the Comptroller of the Currency