Bradley K. Sabel, Esq. 

Sheannan & Sterling LLP 

559 Lexington Avenue 

BOARO or GOVERNORS 

OF'THE 

FEOERAL RESERVE SYSTEM 

WASHINGTON, O. C. 20551 

April 3, 2009 

New York, New York 10022-6069 

Dear Mr. Sabel: 

SCOTT G. ALVAREZ 

GENERAL COUNSEL 

This will respond to your request for a detennination that management 

interlocks between ICE US Trust LLC ("ICE Trust"), New York, New York, and 

unaffiliated depository organizations would not be prohibited by the Depository 

Institution Management Interlocks Act ("Interlocks Act") or the Board's Regulation 

L.l I understand that ICE Trust, a state-chartered trust company, is a wholly 

owned subsidiary of ICE US Holding Company LP ("ICE LP"),2 which is 

controlled indirectly by Intercontinental-Exchange, Inc. ("ICE")/ an operator of 

I This letter also responds to your request on behalf ofMr. Vincent Tese for an 

exemption from the Interlocks Act and Regulation L, dated November 25, 2008. 

2 ICE LP is organized under the law of the Cayman Islands but has consented to 

the jurisdiction of United States courts and government agencies with respect to 

matters arising out of federal banking laws. ICE LP also has committed to make 

available to the Board such infonnation on the operations of ICE Trust and its 

affiliates as the Board deems necessary to enforce compliance with the Act and 

other applicable federal law. See the Board's Order approving ICE Trust's 

membership in the Federal Reserve System, March 4,2009. 

3 ICE's wholly owned subsidiary, ICE US Holding Company GP LLC 

("ICE GP"), a Delaware limited liability company, will be the general partner of 

ICE LP. ICE, ICE GP, and ICE LP have committed that ICE LP will not, without 

the prior approval of the Board, engage in any activity or make any investment 

other than holding an interest in ICE Trust and The Clearing Corporation, a 

derivatives clearinghouse. See the Board's Order approving ICE Trust's 

membership in the Federal Reserve System, March 4,2009. 
2 

futures exchanges and over-the-counter markets. You have explained that ICE 

Trust will operate solely as a central counterparty and clearinghouse for credit 

default swap transactions conducted by its participants and will not engage in any 

other banking business. You also have stated that ICE Trust will not accept 

deposits or make loans, other than in a fiduciary capacity. 

The general purpose of the Interlocks Act is to promote competition 

among depository institutions, specifically with respect to the provision of deposit 

and credit services, by prohibiting certain management interlocks that may lead to 

anti competitive practices.4 Board staff previously has opined that although trust 

companies are specifically included in the definition of depository institutions 

under the Interlocks Act, a trust company that does not have the power to accept 

deposits, other than in a fiduciary capacity, or to make loans would not appear to 

be able to affect competition among providers of deposit or credit services.5 

Based on the facts you have presented, it is my view that ICE Trust is 

not a depository institution as contemplated by the Interlocks Act and Regulation 

L. Consequently, interlocks between ICE Trust and other depository organizations 

are not prohibited by the Interlocks Act or Regulation L. 

Sincerely, 

b-JI 

Scott G. Alvarez 

General Counsel 

cc: Federal Reserve Bank of New York 

4 See generally H.R. Rep. No. 1383, 95th Cong., 2d Sess. 14 (1978). 

5 See Letter, dated July 14, 1994, to Mr. Charles M. Thompson, from J. Virgil 

Mattingly, Jr., General Counsel of the Board; Letter, dated July 1, 1997, to 

Mr. John W. McPartland, from J. Virgil Mattingly, Jf., General Counsel of the 

Board.