Seal of Board of Governors of the Federal Reserve System 

B OAR D O F G OVERNOR S O F TH E F EDERA L R ESERV E S YSTE M 

W ASHINGTON , D C 2055 1 

August 12, 2013 

H. Rodgin Cohen, Esq. 

Sullivan & Cromwell LLP 

125 Broad Street 

New York, New York 10004-2498 

Richard K. Kim, Esq. 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 

New York, New York 10019-6150 

Dear Messrs. Cohen and Kim: 

This is in response to your request on behalf of your respective 

clients, General Electric Company, Fairfield, Connecticut ("GE"), 

(footnote 1. GE is a savings and loan holding company 

("SLHC") that controls GE Capital Retail 

Bank, Draper, Utah, a federal savings bank, and GE Capital Bank, Holladay, Utah, an 

industrial loan company. GE also is the parent company of General Electric Capital 

Corporation ("GECC"), an entity that the Financial Stability Oversight Council has 

determined could pose a threat to U.S. financial stability and, therefore, should be subject 

to Board supervision and enhanced prudential standards pursuant to section 113 of the 

Dodd-Frank Act. End footnote.) and The PNC 

Financial Services Group, Inc., Pittsburgh, Pennsylvania ("PNC"), that the Board 

permit James E. Rohr to serve as a director of GE while continuing to serve as a 

director and executive chairman of PNC and its subsidiary bank, PNC Bank, N.A., 

Wilmington, Delaware, through April 2014, 

(Footnote 2. Mr. Rohr's service as executive chairman of PNC began April 23, 2013, and he has 

indicated that he expects to serve in this role for one year, until PNC's annual meeting 

in April 2014. Thus, Mr. Rohr's term as executive chairman and director of PNC and 

PNC Bank will expire at the next annual meetings of PNC and PNC Bank, respectively, 

in April 2014. See PNC Form 8-K, filed February 14, 2013. 

End footnote.0 and as a director of BlackRock, Inc. 

("BlackRock"), an investment management firm and affiliate of PNC, 

(Footnote 3. As of March 31, 2013, PNC owned approximately 20.7 percent of BlackRock's 

outstanding voting common shares and approximately 21.7 percent of its total 

capital stock. The Board deems PNC to control BlackRock for Bank Holding Company Act 

purposes. See Federal Reserve Order Approving Acquisition of a State Member Bank, at 

fn. 4 (Dec. 23, 2011), available at 

Ma http://www.federalreserve.gov/newsevents/press/orders/20111223a.htm. through y 2014.(Footnot ast BlackRock's a director of BlackRock next e 4. annual GE nd will meeting PNC end havein May represented 2014. End footnote) that Mr. Rohr's term 

www.federalreserve.gov 
The Interlocks Act and Regulation LL prohibit a management 

official of a depository institution or a depository holding company with total 

assets exceeding $2.5 billion (or any affiliate of such organization) from serving at 

the same time as a management official of an unaffiliated depository organization 

with total assets exceeding $1.5 billion (or any affiliate of such an organization), 

regardless of the location of the two depository organizations. 

(Footnote 5. 12 U.S.C. § 3203; 12 CFR 238.93(c). GE and PNC each 

have assets that exceed the applicable thresholds. 

Under the general exemption provision of Regulation LL, however, 

the Board may permit an interlock that otherwise would be prohibited by the 

Interlocks Act if the Board determines that the interlock would not result in a 

monopoly or in a substantial lessening of competition and would not present safety 

and soundness concerns.(Footnote 6. 12 CFR 238.96(a).End footnote) 

The proposed temporary interlocks between GE, PNC, PNC Bank, 

and BlackRock would not result in a monopoly or in a substantial lessening of 

competition. The subsidiary depository institutions of GE and PNC operate in the MetrMarket o New York Bankin% n g Market.(Footnote 7. The Metro New York Banking New is defined as: Bronx, Dutchess, Kings, Nassau, Westchester York, Orange, Putnam, Queens, Richmond, Rockland, Suffolk, Sullivan, Ulster and Middlesex, Counties, all in New York State ; Bergen, Essex, Hudson, Hunterdon, Warren Mercer, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, Union and County Counties, New Jersey; Monroe and Pike Counties, Pennsylvania; Fairfield Roxbury, and Bridgewater, Canaan, Cornwall, Kent, New Milford, North Canaan, Cornwall Salisbury, Sharon, Warren and Washington townships, including the cities of Washington Bridge, Falls Village, Lakeville, Marble Dale, New Preston, Salisbury and Oxford Depot in Litchfield County, and Ansonia, Beacon Falls, Derby, Milford, and Seymour townships in New Haven County, Connecticut. End footnote.) 

If the proposed interlocks were evaluated as a 

de facto merger of GE and PNC, the increase in market concentration, as 

measured by the Herfmdahl-Hirschman Index ("HHI"), and the combined market 

share in the Metro New York Banking Market would remain consistent with 

Board precedent and within the thresholds of the Department of Justice Merger 

Guidelines ("DOJ Guidelines"). (Footnote and 8.Under the DOJ Guidelines for bank mergers unconcentrated acquisitions, a market is considered post-merger if the post-merger HHI is under 1000, moderately concentrated if the HHI is between 1000 and 1800, and highly concentrated if the The post-merger HHI exceeds 1800. Department of Justice ("DOJ") has informed the Board that a bank merger or acquisition generally will not be challenged (in the absence of other factors indicating anticompetitive effects) unless the post-merger HHI is at least 1800 and the higher-than-normal merger increases the HHI by more than 200 points. The DOJ has stated that the anticompetitive HHI thresholds for screening bank mergers and acquisitions for and effects implicitly recognize the competitive effects of limited-purpose Commission other nondepository financial entities. Although the DOJ and the Federal Trade of issued revised Horizontal Merger Guidelines, see Press Release, Department DOJ Justice (August 19, 2010), www.justice.gov/opa/pr/2010/August/10-at-938.html, the modified. has confirmed that its Bank Merger Guidelines, which were issued in 1995, were not End footnote.) The interlocks also would not have any 
substantial effect on competition with respect to the nonbanking activities of GE, 

PNC, or BlackRock. 

In addition, the interlocks would not present safety and soundness 

concerns. Mr. Rohr appears to have the background and experience to serve on 

the boards of GE, PNC, PNC Bank, and BlackRock. Furthermore, GE has 

represented that as long as Mr. Rohr serves on the board of GE, as well as on the 

board of PNC, PNC Bank, or BlackRock, Mr. Rohr will restrict his participation in 

GE's affairs to the extent such affairs pertain to: (1) the management of GECC, or 

(2) any relationship between GE, on the one hand, and PNC, PNC Bank, or 

BlackRock, on the other hand. 

Specifically, GE and Mr. Rohr have committed that, during the time 

of his interlocking service: 

• Neither will take actions that would cause Mr. Rohr to be deemed a 

"senior executive officer" and thus a "management official" of GECC 

for purposes of the Interlocks Act and the Federal Reserve's 

Regulation LL; 

• Mr. Rohr will not become a member of GECC's board of directors or a 

member of the Audit Committee or Risk Committee of GE's board of 

directors, as these committees have been delegated specific oversight 

responsibilities for GECC; 

• Mr. Rohr will not participate in any manner in any deliberations on any 

proposed or existing transactions or business relationships between PNC 

and its subsidiaries or BlackRock and its subsidiaries, on the one hand, 

and GE and its subsidiaries, on the other hand; 

• Mr. Rohr will not request, review, or have access to any non-public 

confidential information concerning GECC, other than as may arise in 

connection with his review of reports concerning GECC that are 
prepared and distributed to GE directors in their capacity as directors of 

GE; and 

• During the period of his dual service at GE and PNC, PNC Bank, or 

BlackRock, Mr. Rohr will abstain from voting on all GECC matters that 

come before the GE board of directors. 

The Board has reviewed your request to permit Mr. Rohr to serve, 

for a limited period of time, as a director of GE while also serving as a director 

and executive chairman of PNC and PNC Bank, and as a director of BlackRock, 

and has determined that the exemption would not result in a monopoly or in a 

substantial lessening of competition and would not present safety and soundness 

concerns. Based on the foregoing and all the facts of record, the Board has 

granted a temporary exemption to allow Mr. Rohr to serve as a director of GE 

while also serving as a director and executive chairman of PNC and PNC Bank 

through April 30, 2014, and as a director of BlackRock, through May 31, 2014. 

The management interlocks with regard to GE and PNC and PNC 

Bank may continue through April 30, 2014, and with regard to GE and 

BlackRock, through May 31, 2014, so long as, in the interim, they do not result in 

a monopoly or a substantial lessening of competition or present safety and 

soundness concerns. 

Sincerely yours, 

(Signed by) Margaret McCloskey Shanks Deputy Secretary of the Board 

cc: David E. Johnston, Assistant Vice President, and 

Allen M. Brown, Banking Supervisor 

Federal Reserve Bank of Cleveland 

Amy S. Friend 

Kevin C. Corcoran 

Richard B. Taft 

Office of the Comptroller of the Currency