Savings & Community Bankers of America, through a holding company, owns a group of subsidiaries that supply savings and community financial institutions with everything from soup to nuts - and some products and services you may not even be aware of.

The operation is run by SCBA Management Services Inc., a wholly owned subsidiary of SCBA. It is the holding company for the Chicago-based operating entities that provide special-purpose products and services designed to meet the business needs of financial institutions.

Working closely with SCBA's membership has given Management Services the added advantage of observing market demand first-hand, responding directly to inquiries and interest from financial institutions, and providing customized solutions to the business challenges institutions face on a daily basis.

Whether an institution is seeking one particular product or looking to outsource an entire line of business, the Management Services family stands ready to meet that need in a timely, professional, and cost-effective manner.

The tangible benefit of these business operations to SCBA's membership is threefold:

* Members are able to access a reputable product or service with the confidence of seeing a favorable execution.

* Contact with the ongoing operations of the industry keeps SCBA staff up-to-date on marketplace trends.

* Doing business with subsidiaries, whose income ultimately contributes to the financial strength of SCBA.

In the coming years, under the stewardship of Management Services, these operations will expand their outreach into the commercial bank marketplace, providing a more comprehensive line of business to meet the needs of SCBA's evolving membership. SCBA Management Services, Inc., currently coordinates the business activities of four operating subsidiaries.

Investment Services

SCBA Investment Services, in partnership with the Shay Financial Group, offers broker/dealer services and a family of mutual funds to institutional clients. Both of these services are tailored to depository institution investors looking for the best securities transaction executions and professional asset management for a portion of their liquidity and longer-term asset portfolios.

The Shay Group provides comprehensive investment services through its full- service institutional broker/dealers, Shay Government Securities Co. and Shay Financial Services Co. Shay's team of account executives assists financial managers in maximizing investment returns with value-added strategies in government securities, mortgage-backed securities, and collateralized mortgage obligations designed to maintain portfolio liquidity, quality, and regulatory eligibility.

In addition, Savings and Community Bankers Trust Company, administered by SCBA Investment Services, holds several billion dollars in securities for member clients, giving them cost-saving, accurate, and reliable service including detailed monthly statements and records of security pledge activities.

Since 1982, Shay Asset Management Co. has served as investment adviser to the AMF Asset Management Fund for Financial Institutions, professionally managing institutional portfolios with $2 billion under management. Shay also assists clients in integrating their transactions and mutual fund placements with capital plans, investment portfolios, and asset-liability management. The five fund portfolios currently available are:

* Short-Term Liquidity - designed to meet short-term liquidity requirements.

* Intermediate-Term Liquidity - meets all requirements for OTS intermediate liquidity.

* Adjustable Rate Mortgage - adjusts with market rates and seeks to maintain low price volatility.

* Intermediate Mortgage Securities - consists of mortgage-related securities with average remaining life of two to seven years.

* Mortgage Securities Performance - consists of long-term mortgage securities.

Each portfolio has been designed so that an institution can focus on investing in one or more yield-curve segments to achieve maximum risk-adjusted yield with the confidence that all regulatory issues are completely addressed.

Shay's investment and mutual fund expertise is also available to institutions seeking to supplement their retail offerings with nondeposit investment alternatives such as annuities and mutual funds. After consultation with the institution on its strategic and marketing plan for this line of business, Shay professionals will coordinate a relationship with the most suitable provider and help structure the appropriate distribution mechanism for the client.

SCBA Investment Services /Shay Group have five regional offices located throughout the United States. Staff contacts are: Ed Sammons, Chicago, Ill. Jay Faillace, Fairfield, Conn. (Administrative Office) (800) 456-8232 (312) 644-3100 Rodger D. Shay Sr., Miami, Fla. Wayne Boydston, Irving, Tex. (Headquarters) (800) 442-9825 (800) 327-6190 John Ferry Jr. Lynchburg, Va. (800) 955-7429

Financial Services

SCBA Financial Services Inc. is the subsidiary that can meet your day-to-day operational needs. This subsidiary now has two main lines of business.

Payment Systems

Payment Systems Services division concentrates mainly on the "plastic card" business: credit cards, debit cards, and ATM service cards. All three of Financial Services' card programs provide an institution with access to Visa and MasterCard credit cards, a choice of the developing debit card systems, travelers checks, CIRRUS and PLUS ATM networks, and a choice of credit card enhancement programs.

SCBAFS sponsors both an issuer and an agent credit card program. The issuer program offers two membership options - sponsored and direct - which are processed by Telecredit Inc. of Tampa, Fla., a subsidiary of the Equifax financial services giant.

The sponsored-issuer program is designed for small and midsize institutions. SCBAFS sponsors these institutions for membership in Visa and MasterCard and all transactions are processed through the BIN/ICA accounts owned by SCBAFS.

The direct issuer program is available to large institutions with a sufficient cardholder account base and sales volume to qualify for individual membership in Visa and MasterCard (the compensating balance requirement of the sponsored issuer could be restrictive to the growth of such a program).

The agent program, for institutions unwilling to accept the responsibility and risk of an issuer program, provides third-party access to the credit card market.

MBNA issues credit cards under the name of each individual institution, and develops custom direct-mail and telemarketing campaigns geared toward that client base. The institution receives fee income for every account opened, and then on a transaction basis for the life of that account.

SCBAFS Staff Contact: Ann Mohr (312) 938-2587.

Forms Division

SAF Systems and Forms offers a comprehensive line of more than 2,000 products, that includes signature cards, transaction tickets, passbooks, TIL forms, mortgage/loan documents, FHLMC/FNMA forms, coin wrappers, envelopes, file folders, and even some specialty items, designed to meet an institution's daily needs.

The staff of SAF continuously monitors legislative and regulatory activity, ensuring that the forms it offers comply with the latest requirements.

To expand the variety of deferred compensation products, Financial Services has endorsed the pension services of Transamertica Life Companies. Transamerica has a combined asset base of $20.2 billion with highly rated funds management results.

Increasing attention is also being paid to the use of nonqualified retirement plans which give greater flexibility to top management in constructing compensation arrangements for senior staff and boards of directors. Transamerica insurance policies are frequently used in the compensation program described below under the SCBA Insurance Services heading. These special policies feature no load and no surrender charges. A multiple employer feature of the program can provide enhanced security of benefits (compared with other alternatives such as "rabbi trusts") and lower administrative costs.

Due to increasing demand from SCBA's membership, SAF has sought out PC-based software, and intends, over the next two years, to broaden its outreach into the software market. SAF is currently a licensed dealer for Proactive, Inc.'s regulatory compliance software and Interactive Planning Systems Inc.'s profitability management software.

SCBAFS Staff Contact: Jack Fisher (312) 938-2553.

Insurance Services

SCBA Insurance Services Inc., through a variety of endorsed vendors, offers insurance-related products and services to SCBA's membership. These include:

* Property-liability coverages through St. Paul Fire and Marine Insurance Company of St. Paul, Minn. Coverages include financial institution bonds, directors' and officers' liability, and specialty and standard property and casualty coverages. St. Paul is currently rated A+ by A.M. Best, AAA by Thompson's Insurance Watch, AAA by Standard and Poor's, and Aaa by Moody's.

* Compensation and benefit programs through Financial Institutions Consulting Corp. of Memphis. Comprising certified public accountants and attorneys working primarily with financial institutions, FICC offers custom-designed nonqualified deferred compensation plans for officers and directors, retirement plans, and programs to facilitate management succession and ownership transition.

* Surety bond signature guarantees for securities transfer agents through Progressive Casualty Insurance Company of Cleveland. Through the STAMP program, which is endorsed by the Securities Transfer Association and administered by Kenmark Financial Services Inc., institutions can guarantee the customer signature on a transfer of securities.

SCBAIS Staff Contact: Cathy O'Connor (312) 644-3100.

Development Services

SCBA Development Services, Inc., through a series of endorsed vendors, offers real estate disposition and asset management services to SCBA's membership. These include:

* Real estate auction services through Sheldon Good and Co. of Chicago. Sheldon Good, a leading real estate marketing and auction firm, provides turnkey marketing, promotion, showing, and closing services to institutions seeking to dispose of surplus real estate.

* Background check data base services through Mortgage Asset Research Institute of Reston, Va. MARI's data base consists of information about individuals and companies in the financial field that have formally been charged with fraud; misrepresentation; breaches of standards or fiduciary responsibilities; and violations of laws, regulations, or rules.

* Secondary market access through QFS Capital Corporation of Bluebell, Pa. The QFS program specializes in providing secondary market access to small- and midsize institutions looking to raise capital by selling moderate volume residential portfolios. Loan portfolio sales begin at $1 million.

SCBADS Staff Contact: Cathy O'Connor (312) 644-3100.

SCBA Management Services Inc. continues to explore the marketplace, searching for new and unique products and services in an effort to satisfy the business needs of financial institutions. Due to increasing demand by SCBA's membership, Management Services is currently in negotiations with several software developers for various compliance and operations software, and is also developing a series of consumer-friendly services for institutions to pass along to their customers. For more information on the products and services available to financial institutions, please call the staff contacts listed above, or contact Marne Gordan at (202) 857-3134.

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