May 3, 2022

Andrea Tokheim, Esq.

Sullivan & Cromwell LLP

1700 New York Avenue N.W.

Suite 700

Washington, DC 20006

Dear Ms. Tokheim: 

This is in reference to your letter dated July 26, 2021, on behalf of Nordea Bank 

Abp (“Nordea”), Helsinki, Finland, requesting complete relief from two sets of 

commitments that were made to the Board of Governors of the Federal Reserve System 

(the “Board”) in connection with the establishment of Nordea’s New York branch 

pursuant to section 7(d) of the International Banking Act (the “Branch Application”).

The commitments include the following: (i) commitments made in connection 

with the application by Nordea’s former subsidiary, Nordea Bank AB (publ) (“NBAB”), 

Stockholm, Sweden, to retain a New York branch following a proposed internal 

reorganization (“Commitments I”); and (ii) commitments made in connection with a 

request by NBAB pursuant to section 211.24(a)(6) of Regulation K that the Board permit 

the internal reorganization to proceed before approval of the Branch Application 

(“Commitments II,” and together with Commitments I, the “Branch Commitments”).1

In Commitments I, NBAB agreed that it would (1) provide the Board information 

regarding a controlling shareholder, Sampo Oyj, Helsinki, Finland (“Sampo”), to allow 

the Board to assess whether NBAB and Sampo would meet the standard of “qualified 

banking organization” under the International Banking Act and Regulation K and 

whether Sampo engages in any activities or investments in the United States that are not 

1 See Letter from Kathryn E. Collard, Esq., to Brian S. Steffey, Bank Applications

Officer Federal Reserve Bank of New York, dated February 9, 2017; Letter from Andrea 

R. Tokheim, Esq., to Brian S. Steffey, Bank Applications Officer Federal Reserve Bank 

of New York, dated November 14, 2016.
- 2 -

permissible under the Board’s regulations, and (2) take such action and provide such 

information as the Board requests should Sampo no longer qualify as a foreign banking 

organization or engage in activities or make investments in the United States that are not 

permissible under the Board’s regulations. In Commitments II, NBAB agreed that it 

would (1) not engage in new or expanded nonbanking activities in the United States 

without the consent of Board staff; (2) provide certain additional information regarding 

Sampo; (3) not engage in any transaction with Sampo through the New York branch, and 

engage in transactions with Sampo outside the United States on an arms-length basis 

only; and (4) notify the Board if Sampo’s ownership increased above 21.3%. 

In your request, you represent that Sampo has reduced its equity interest in 

Nordea and does not trigger a presumption of control under the Board’s rule governing 

control and divestiture proceedings under the Bank Holding Company Act.2

 You further 

represent that because the Branch Application has been approved, to the extent that 

Commitments II relates to issues other than Sampo, those issues are now moot. 

Based on all the facts of record, the Director of the Division of Supervision and 

Regulation, acting pursuant to authority delegated by the Board,3 in consultation with the 

General Counsel, has granted Nordea’s request for complete relief from the Branch 

Commitments. This action is based on the representations and commitments provided in 

your communications and correspondence 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 action

should not be construed as granting relief from any other conditions or commitments to 

which Nordea may be subject. 

If you have any questions regarding this matter, please contact Laura Bain of the 

Board’s Legal Division at 202-736-5546. 

Sincerely,

Margaret McCloskey Shanks 

Deputy Secretary of the Board

cc: Federal Reserve Bank of New York

2

 See 12 CFR 225.31–34. 

3

 12 CFR 265.7(a)(2). 

Margaret McCloskey Shanks (signed)