BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

September 7, 2017

Jason J. Cabral, Esq.
Sullivan & Cromwell LLP
125 Broad Street

New York, New York 10004

Dear Mr. Cabral:

This is in response to your request on behalf of Mr. G. Kennedy
Thompson for an exemption from the prohibitions of the Depository Institution
Management Interlocks Act (“Interlocks Act”)! and the Board’s Regulation L? to
permit Mr. Thompson to become a director of FirstSun Capital Bancorp
(“FirstSun’”), Denver, Colorado, while also serving as a director on the boards of
Pinnacle Financial Partners (“Pinnacle”) and its subsidiary, Pinnacle Bank, both of
Nashville, Tennessee.

Mr. Thompson is a principal of Aquiline Capital Partners LLC
(“Aquiline”), New York, New York. Aquiline recently acquired noncontrolling
investments in each of FirstSun and Pinnacle through a series of mergers that
converted Aquiline’s investments in predecessor holding companies into
investments in FirstSun and Pinnacle. Aquiline has a right to have a representative
on the boards of FirstSun, Pinnacle, and Pinnacle Bank. As a representative of
Aquiline, Mr. Thompson is a director of Pinnacle and Pinnacle Bank. He seeks to
become Aquiline’s representative on FirstSun’s board of directors.

The Interlocks Act and Regulation L 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),

' 12 U.S.C. § 3201 et seq.
2 12 CFR part 212.

www. federalreserve.gov


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regardless of the location of the two depository organizations.> FirstSun and
Pinnacle have assets that exceed these thresholds.

Under the general exemption provision of Regulation L, the Board
may exempt 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 ina
substantial lessening of competition and would not present safety and soundness
concerns.4 While the Board applies a strong presumption against granting a
general exemption, the Board has granted exemptions in certain limited situations.
The Board has delegated to its General Counsel, in consultation with the Director
of the Division of Supervision and Regulation (“Director”), authority to grant
exemptions under this provision of Regulation L.

The proposed interlocks between FirstSun, Pinnacle. and Pinnacle
Bank would not result in a monopoly or in a substantial lessening of competition.
The subsidiary depository institutions of FirstSun and Pinnacle do not operate in
the same banking markets. The interlocks also would not have any substantial
effect on competition with respect to the nonbanking activities of FirstSun and
Pinnacle.

In addition, the interlocks would not present safety and soundness
concerns. Aquiline has represented that Mr. Thompson is qualified to serve as its
management official of FirstSun, given his experience and overall abilities.
Additionally, Mr. Thompson has been a management official of several large
organizations.

Based on all the facts of this case and for the reasons discussed
above, the General Counsel, acting pursuant to delegated authority and after
consultation with the Director, has granted an exemption to allow Mr. Thompson
to serve as a director on the board of FirstSun while also serving as a director on
the boards of Pinnacle and Pinnacle Bank.

3 12 U.S.C. § 3203; 12 CFR 212.3(c).
4 12 CFR 212.6(a).


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The Board reserves the right to revoke the exemption should any of

the interlocks result in a monopoly or a substantial lessening of competition or
present safety and soundness concerns.

Sincerely yours,

Margar cCloskey Shanks
Deputy Secretary of the Board