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BOARD OF GOVERNORS .·· .. c '. · .. OF" THE: 

FEDERAL RESERVE SYSTEM 

WASHINGTON, 0. [. 20551 

ADDRESS OFFICIAL CORRESPONDENCE 

TO THE BOARD 

April 23, 2007 

Kristin H. Smith, Esq. 

Assistant General Counsel 

Metropolitan Life Insurance Company 

One MetLife Plaza 

27-01 Queens Plaza North 

Long Island City, NY 11101 

Dear Ms. Smith: 

This is in response to your request for an exemption from the 

prohibitions of the Depository Institutions Management Interlocks Act 

("Interlocks Act")1 and the Board's Regulation L2 for Mr. R. Glenn Hubbard. You 

request under the general exemption provision of Regulation L3 that the Board 

permit Mr. Hubbard to continue to serve as a director of MetLife, Inc. ("MetLife"), 

New York, New York,4 a registered financial holding company, while also 

continuing to serve as a director of Capmark Financial Group Inc. 

("Capmark HC"), Horsham, Pennsylvania, a holding company with two subsidiary 

depository institutions, Capmark Bank and Escrow Bank USA, 5 both of Midvale, 

Utah. Capmark HC is not a "depository holding company" under the Interlocks 

Act because it is not a bank holding company or a savings and loan holding 

company.6 Capmark HC is, however, subject to the Interlocks Act because it is an 

1 12 U.S.C. § 3201 et seq. 

2 12 CFR part 212. 

3 12 CFR 212.6. 

4 MetLife's only depository institution subsidiary is MetLife Bank, N.A., 

Bridgewater, New Jersey. 

5 Capmark Bank and Escrow Bank USA are FDIC-insured, Utah-chartered 

industrial loan companies. 

6 See 12 U.S.C. § 3201(2). 
2 

affiliate of the depository institutions, Capmark Bank and Escrow Bank USA.7 As 

an affiliate, Capmark HC is subject to the major-assets prohibition of the 

Interlocks Act, because the prohibition applies to management officials of affiliates 

of depository institutions that have assets exceeding the applicable thresholds. 8

Mr. Hubbard has been a director of MetLife since February 1, 2007, 

and a director of Capmark HC since September 30, 2006. The Interlocks Act and 

Regulation L prohibit a management official of a depository institution or 

depository holding company with total assets exceeding $2.5 billion, or any 

affiliate thereof, from also serving at the same time as a management official of an 

unaffiliated depository organization with total assets exceeding $1.5 billion, or any 

affiliate thereof.9 MetLife, on the one hand, and Capmark HC's subsidiary 

depository institutions, on the other hand, have assets above the applicable 

thresholds. Mr. Hubbard's dual service as a management official at MetLife and 

Capmark HC became prohibited when he began serving as a director of MetLife on 

February 1, 2007. 10

Under the general exemption provision of Regulation L, 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 a 

substantial lessening of competition and would not present safety and soundness 

7 The Interlocks Act defines an affiliate as any corporation (including a depository 

institution) that is 25 percent or more owned by one or more persons who own 

25 percent or more of another corporation. See 12 U.S.C. § 3201(3)(B). Under 

this definition, any company that owns or controls a depository institution is 

considered to be affiliated with its subsidiary depository institution for purposes of 

the Act because the same shareholders (i.e., the shareholders of the ultimate parent 

company) control the shares of both corporations. Therefore, Capmark HC is an 

affiliate of Capmark Bank and Escrow Bank USA for purposes of the Interlocks 

Act. 

8 12 CFR 212.3(c). 

9 12 U.S.C. § 3203 and 12 CFR 212.3(c). Regulation L defines "management 

official" to include directors and senior executive officers. 12 CFR 212.2(j)(l). 

10 You represent that this request was not made on a timely basis because of 

MetLife's misunderstanding of Capmark HC's status under Regulation L. 
3 

concerns.11 The Board has delegated to its General Counsel authority to grant 

exemptions under this provision of the Interlocks Act. 

The interlock between MetLife and Capmark HC would not appear to 

result in a monopoly or a substantial lessening of competition. The organizations' 

subsidiary depository institutions do not operate in the same geographic banking 

markets, and there does not appear to be any other adverse competitive effect 

associated with the interlock. 

Based on a review of supervisory, financial, and public information, 

including information from the Federal Reserve Bank of New York, the interlock 

also does not appear to present safety and soundness concerns. Additionally, you 

have represented that MetLife has conducted an organization wide review of all 

management interlocks and will implement new compliance procedures to prevent 

future violations of the Interlocks Act and Regulation L. 

The General Counsel has reviewed your request for a general 

exemption and, after consulting with the Director of the Division of Banking 

Supervision and Regulation, has determined that the exemption would not result in 

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

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

General Counsel, acting pursuant to delegated authority, has granted the exemption 

to allow Mr. Hubbard to continue to serve as a director of both MetLife and 

Capmark HC. This management interlock may continue as long as it does not 

result in a monopoly or a substantial lessening of competition and is not unsafe or 

unsound. 

Sincerely yours, 

(signed)

Robert deV. Frierson 

Deputy Secretary of the Board 

cc: Federal Reserve Bank of New York 

Federal Deposit Insurance Corporation 

Utah Department of Financial Institutions 

11 12 CFR 212.6(a).