BOAR D OF GOVERNOR S 

OF TH E 

FEDERA L RESERVE SYSTEM 

WASHINGTON , D. C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

October 31, 2012 

Philip Zimmerman, Esq. 

General Counsel 

Everence Financial 

1110 North Main Street 

Post Ofice Box 483 

Goshen, Indiana 46527 

Dear Mr. Zimmerman: 

This is in response to the application by Everence Holdings, Inc. and Everence 

Association, Inc. (together, the "Everence Companies"), both of Goshen, Indiana, to deregister as 

savings and loan holding companies ("SLHCs") pursuant to section 604(i) of the Dodd-Frank 

Act, 12 U.S.C. § 1467a(a)( 1 )(D)(ii)(II), and the Board's Regulation LL, 12 CFR 238.4(d). The 

Everence Companies seek to deregister based on the representation that the companies' 

subsidiary federal savings association, Everence Trust Company ("Trust Company"), Goshen, 

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). 

Everence Association, Inc. is a fraternal society, and Everence Holdings, Inc. is 

its non-insurance subsidiary. The Everence Companies are SLHCs because they own Trust 

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

customers and provides investment management services. 

In connection with the application, the Everence Companies 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 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 the Everence Companies to 

deregister as SLHCs. 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 the Everence Companies' application to deregister as SLHCs 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: Catharine Lemieux, Executive Vice President 

Federal Reserve Bank of Chicago 

Office of the Comptroller of the Currency