Boarp oF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

June 9, 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 Aquiline Capital
Partners LLC (“Aquiline”), New York, New York, for an exemption from the
prohibitions of the Depository Institution Management Interlocks Act
(“Interlocks Act”)! and the Board’s Regulation L? to permit Mr. G. Kennedy Thompson,
a principal of Aquiline, to become a director of Sunflower Reincorporation Sub,
Inc. (“FirstSun”),> Salina, Kansas, while also serving as a director on the boards of
BNC Bancorp, High Point, and its subsidiary, Bank of North Carolina,
Thomasville, both of North Carolina (collectively, “BNC”).

Mr. Thompson became Aquiline’s representative on the boards of
directors of BNC in 2011. In 2012, Mr. Thompson also became Aquiline’s
representative on the boards of directors of Strategic Growth Bank Incorporated
and Strategic Growth Bancorp Incorporated (collectively, “Strategic”), both of
El Paso, Texas. The Strategic entities are parent companies of Capital Bank,
S.S.B., El Paso, Texas, and First National Bank of Santa Fe, Albuquerque,

New Mexico.

On September 29, 2016, FirstSun filed applications under
section 3 of the Bank Holding Company Act of 1956 for prior approval to
(i) become a bank holding company upon its merger with Sunflower Financial,
Inc., the parent of Sunflower Bank, National Association, both of Salina, Kansas;

1 12 U.S.C. § 3201 et seq.
2? 12 CER part 212.

3 The application was submitted under the name Sunflower Reincorporation Sub,
Inc. Subsequently, the name of this entity was changed to FirstSun Capital
Bancorp.

www.federalreserve.gov


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and (ii) merge with Strategic and thereby indirectly acquire Strategic’s subsidiary
banks. The Board approved these proposals on June 2, 2017.4 Aquiline will be a
shareholder of FirstSun and has selected Mr. Thompson to become its
representative on the board of directors of FirstSun after consummation of the
proposal.

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),
regardless of the location of the two depository organizations (“major assets
prohibition”).> BNC has assets of $7.6 billion, which exceeds the applicable
threshold of the major assets prohibition. FirstSun, after consummation of its
proposed merger with Strategic, would have assets of $4.0 billion, which also
exceeds the applicable threshold of the major assets prohibition.

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 in a
substantial lessening of competition and would not present safety and soundness
concerns.® 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 interlock between FirstSun and BNC would not result
in a monopoly or in a substantial lessening of competition. The subsidiary
depository institutions of FirstSun and BNC would not operate in the same
banking markets. The interlock also would not have any adverse effect on
competition with respect to the nonbanking activities of FirstSun and BNC.

In addition, the interlock does not present safety and soundness
concerns. Aquiline represents 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.

4 Sunflower Reincorporation Sub, Inc., FRB Order No. 2017-14 (June 2, 2017).
5 12 U.S.C. § 3203; 12 CFR 212.3().
6 12 CFR 212.6(a).



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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 BNC.

The Board reserves the right to revoke the exemption should the
interlock result in a monopoly or a substantial lessening of competition or present
safety and soundness concerns.

Sincerely yours,

Yan © —

Ann E. Misback
Secretary of the Board