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

Mr. Thomas $ Riggs February 17, 2017
Managing Director

Goldman Sachs Group, Inc.

200 West Street,

New York, New York 10282

Dear Mr. Riggs:

This letter responds to your request on behalf of The Goldman Sachs
Group, Inc., New York, New York, and its subsidiaries and affiliates (collectively,
“Goldman Sachs”) for relief from two sets of passivity commitments that Goldman Sachs
provided to the Board in connection with its retention of interests in (1) SKBHC
Holdings LLC (“SKBHC”); and (2) Atlantic Capital Bancshares, Inc. (“Atlantic
Capital”). You requested complete relief from the commitments.

Goldman Sachs provided passivity commitments in June 2010, in
connection with its application, under sections 4(c)(8) and 4(j) of the Bank Holding
Company Act (“BHC Act”), to retain its interest in SKBHC, which controlled Starbuck
Bancshares, Inc. (“Starbuck”) and its subsidiary American West Bank. Goldman Sachs
also provided passivity commitments in September 2010, in connection with its
application pursuant to section 3(a)(3) of the BHC Acct to retain its interest in Atlantic
Capital. Goldman Sachs noted that Banner Corporation (“Banner”) acquired Starbuck
and American West Bank and represented that SKBHC is no longer an operating entity.
Additionally, Goldman Sachs represented that it owns approximately| percent of the
common stock of Banner an percent of the common stock of Atlantic Capital, both
as of February 1, 2017.

Goldman Sachs has represented that it does not have an employee or a
representative that is also employed by Banner or Atlantic Capital or that serves on the
board of directors of either institution; and does not have a continuing right to appoint a
representative to the board of directors of Banner or Atlantic Capital. Goldman Sachs
has also represented that, to the best of its knowledge, it does not have any existing or
contemplated business relationships with Banner or Atlantic Capital or their affiliates;


does not have any formal or informal agreements with Banner or Atlantic Capital and
their affiliates relating to management or policies of either institution; and does not have
any formal or informal agreements with other investors in Banner or Atlantic Capital
related to its investments in Banner and Atlantic Capital. Finally, Goldman Sachs has
represented that it will not exercise or attempt to exercise a controlling influence over
Banner or Atlantic Capital without prior approval from the Board.

Based on all the facts of record, the Director of the Division of Supervision
and Regulation, acting pursuant to authority delegated by the Board under
section 265.7(a)(2) of the Board’s Rules Regarding Delegation of Authority
(12 CFR 265.7(a)(2)), and after consulting with the General Counsel, has approved your
request for relief from the passivity commitments provided in connection with the
retention of interests in SKBHC and Atlantic Capital. This action is based on the
representations and commitments set forth in all of your communications and in
correspondences related to your request, including the representations discussed above.
Any change in the facts presented could result in a different conclusion and should be
reported to Board staff immediately. This determination should not be construed as
granting relief from any other conditions or commitments to which Goldman Sachs may
be subject. Moreover, Goldman Sachs may not acquire control of either SKBHC or
Atlantic Capital, within the meaning of the BHC Act, without the prior approval of the
Board.

Very truly yours,
mM uit M WMenba

Margaret McCloskey Shanks
Deputy Secretary of the Board