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  • On Goldman Sachs, Federal Reserve's Initial FOIA Response To Inner City Press On GE Capital Bank

    Загружено:

    Matthew Russell Lee
    28K просмотров380 страниц
    FOIA Response to ICP Shows Goldman Met Fed in May on GE, Pre-Reviewed By Matthew R. Lee, Exclusive NEW YORK, October 23 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, with Goldman Sachs the most recent, example. Goldman is trying to speed through Federal Reserve approval to buy $16 billion in insured deposits from GE Capital, and the Fed, documents just released to Inner City Press under the Freedom of Information Act show, is inappropriately bent on helping. It began by overbroad withholding of basic parts of Goldman's application, click here to view, which Goldman in an October 14 submission to the Fed, here, says has been cured (it has not been). Now the Federal Reserve has belatedly responded to Inner City Press / Fair Finance Watch's September 2 FOIA request, with some of its internal documents, many heavily redacted. While Inner City Press is appealing, even as released the documents show that Goldman Sachs through its law firm Sullivan & Cromwell reached out to Fed General Counsel Scott Alvarez in May 2015 about the transaction, and was largely able to vet it with the Fed's staff by July, even receiving an "additional information" request before any application was filed. Since the public cannot comment or ask questions before a transaction is announced, this "pre-review" by the Fed in essence cuts public review and transparency out of the process. The Fed's rules against ex-parte communications can't be triggered before there is an application. But should Fed review be held, and apparently completed, before there is any public notice? The documents Inner City Press has obtained under FOIA show that on May 14 and May 18, Goldman Sachs and its outside counsel Rodgin "Rodge" Cohen of Sullivan & Cromwell told the Fed and its General Counsel Scott Alvarez of their plans for GE Capital Bank. On May 28, the Fed met with Goldman which presented a "deck" of information about "Project Apple," much of it still redacted as provided to Inner City Press (which is appealing under FOIA). As precedents, Goldman Sachs cited Capital One - ING and RBC - City National (see below). This was followed by a May 29, 2015 letter from "Rodge" to the Fed's Scott Alvarez, asking for confidential treatment of everything including the letter, and including from any Governmental inquiry. (Page 28 of FOIA response to ICP.) A similar letter was submitted by Cohen on June 16, attaching a letter the Fed has redacted in full from Goldman Sachs' Esta E. Stecher. Scott Alvarez took the conversation onto the telephone, not subject to FOIA, on June 16. His accompanying e-mails, as redacted, only say "Thanks! Scott." On June 26, the Fed' Alison Thro wrote that "Rodgin Cohen was in today briefly to discuss, among other things, GS’s plans to acquire the deposits of GE’s ILC. He asked what the next steps might be." What were those "other things"? On July 13, the Fed sent Cohen a "request for additional information concerning the proposal by GS Bank to purchase certain assets and assume the deposit liabilities of GE Capital Bank." A request for additional information is usually what the Fed sends a bank or bank holding company after it has submitted an application; a commenter would get a copy. Here, the Fed was pre-reviewing Goldman Sachs' proposal, entirely outside of any public scrutiny. (The later public questions are as if by rote: the fix was already in.) On Friday, July 17 the Fed's Thomas Baxter wrote to Scott Alvarez that the transaction would be public announced the next Monday -- AFTER the Fed's "additional information request" -- based on a long voicemail from Harvey Schwartz of Goldman Sachs. (Page 59 of FOIA response to ICP). Alvarez was on the phone with "Esta of GS and Rodge Cohen." Alvarez said he was willing to talk with Goldman Sachs on Sunday, July 19. Cohen had written to Alvarez: "In view of the various communications on

    Оригинальное название

    On Goldman Sachs, Federal Reserve's Initial FOIA Response to Inner City Press on GE Capital Bank

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    FOIA Response to ICP Shows Goldman Met Fed in May on GE, Pre-Reviewed By Matthew R. Lee, Exclusive NEW YORK, October 23 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, with Goldman Sachs the most recent, example. Goldman is trying to speed through Federal Reserve approval to buy $16 billion in insured deposits from GE Capital, and the Fed, documents just released to Inner City Press under the Freedom of Information Act show, is inappropriately bent on helping. It began by overbroad withholding of basic parts of Goldman's application, click here to view, which Goldman in an October 14 submission to the Fed, here, says has been cured (it has not been). Now the Federal Reserve has belatedly responded to Inner City Press / Fair Finance Watch's September 2 FOIA request, with some of its internal documents, many heavily redacted. While Inner City Press is appealing, even as released the documents show that Goldman Sachs through its law firm Sullivan & Cromwell reached out to Fed General Counsel Scott Alvarez in May 2015 about the transaction, and was largely able to vet it with the Fed's staff by July, even receiving an "additional information" request before any application was filed. Since the public cannot comment or ask questions before a transaction is announced, this "pre-review" by the Fed in essence cuts public review and transparency out of the process. The Fed's rules against ex-parte communications can't be triggered before there is an application. But should Fed review be held, and apparently completed, before there is any public notice? The documents Inner City Press has obtained under FOIA show that on May 14 and May 18, Goldman Sachs and its outside counsel Rodgin "Rodge" Cohen of Sullivan & Cromwell told the Fed and its General Counsel Scott Alvarez of their plans for GE Capital Bank. On May 28, the Fed met with Goldman which presented a "deck" of information about "Project Apple," much of it still redacted as provided to Inner City Press (which is appealing under FOIA). As precedents, Goldman Sachs cited Capital One - ING and RBC - City National (see below). This was followed by a May 29, 2015 letter from "Rodge" to the Fed's Scott Alvarez, asking for confidential treatment of everything including the letter, and including from any Governmental inquiry. (Page 28 of FOIA response to ICP.) A similar letter was submitted by Cohen on June 16, attaching a letter the Fed has redacted in full from Goldman Sachs' Esta E. Stecher. Scott Alvarez took the conversation onto the telephone, not subject to FOIA, on June 16. His accompanying e-mails, as redacted, only say "Thanks! Scott." On June 26, the Fed' Alison Thro wrote that "Rodgin Cohen was in today briefly to discuss, among other things, GS’s plans to acquire the deposits of GE’s ILC. He asked what the next steps might be." What were those "other things"? On July 13, the Fed sent Cohen a "request for additional information concerning the proposal by GS Bank to purchase certain assets and assume the deposit liabilities of GE Capital Bank." A request for additional information is usually what the Fed sends a bank or bank holding company after it has submitted an application; a commenter would get a copy. Here, the Fed was pre-reviewing Goldman Sachs' proposal, entirely outside of any public scrutiny. (The later public questions are as if by rote: the fix was already in.) On Friday, July 17 the Fed's Thomas Baxter wrote to Scott Alvarez that the transaction would be public announced the next Monday -- AFTER the Fed's "additional information request" -- based on a long voicemail from Harvey Schwartz of Goldman Sachs. (Page 59 of FOIA response to ICP). Alvarez was on the phone with "Esta of GS and Rodge Cohen." Alvarez said he was willing to talk with Goldman Sachs on Sunday, July 19. Cohen had written to Alvarez: "In view of the various communications on

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    © All Rights Reserved
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    28K просмотров380 страниц

    On Goldman Sachs, Federal Reserve's Initial FOIA Response To Inner City Press On GE Capital Bank

    Загружено:

    Matthew Russell Lee
    FOIA Response to ICP Shows Goldman Met Fed in May on GE, Pre-Reviewed By Matthew R. Lee, Exclusive NEW YORK, October 23 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, with Goldman Sachs the most recent, example. Goldman is trying to speed through Federal Reserve approval to buy $16 billion in insured deposits from GE Capital, and the Fed, documents just released to Inner City Press under the Freedom of Information Act show, is inappropriately bent on helping. It began by overbroad withholding of basic parts of Goldman's application, click here to view, which Goldman in an October 14 submission to the Fed, here, says has been cured (it has not been). Now the Federal Reserve has belatedly responded to Inner City Press / Fair Finance Watch's September 2 FOIA request, with some of its internal documents, many heavily redacted. While Inner City Press is appealing, even as released the documents show that Goldman Sachs through its law firm Sullivan & Cromwell reached out to Fed General Counsel Scott Alvarez in May 2015 about the transaction, and was largely able to vet it with the Fed's staff by July, even receiving an "additional information" request before any application was filed. Since the public cannot comment or ask questions before a transaction is announced, this "pre-review" by the Fed in essence cuts public review and transparency out of the process. The Fed's rules against ex-parte communications can't be triggered before there is an application. But should Fed review be held, and apparently completed, before there is any public notice? The documents Inner City Press has obtained under FOIA show that on May 14 and May 18, Goldman Sachs and its outside counsel Rodgin "Rodge" Cohen of Sullivan & Cromwell told the Fed and its General Counsel Scott Alvarez of their plans for GE Capital Bank. On May 28, the Fed met with Goldman which presented a "deck" of information about "Project Apple," much of it still redacted as provided to Inner City Press (which is appealing under FOIA). As precedents, Goldman Sachs cited Capital One - ING and RBC - City National (see below). This was followed by a May 29, 2015 letter from "Rodge" to the Fed's Scott Alvarez, asking for confidential treatment of everything including the letter, and including from any Governmental inquiry. (Page 28 of FOIA response to ICP.) A similar letter was submitted by Cohen on June 16, attaching a letter the Fed has redacted in full from Goldman Sachs' Esta E. Stecher. Scott Alvarez took the conversation onto the telephone, not subject to FOIA, on June 16. His accompanying e-mails, as redacted, only say "Thanks! Scott." On June 26, the Fed' Alison Thro wrote that "Rodgin Cohen was in today briefly to discuss, among other things, GS’s plans to acquire the deposits of GE’s ILC. He asked what the next steps might be." What were those "other things"? On July 13, the Fed sent Cohen a "request for additional information concerning the proposal by GS Bank to purchase certain assets and assume the deposit liabilities of GE Capital Bank." A request for additional information is usually what the Fed sends a bank or bank holding company after it has submitted an application; a commenter would get a copy. Here, the Fed was pre-reviewing Goldman Sachs' proposal, entirely outside of any public scrutiny. (The later public questions are as if by rote: the fix was already in.) On Friday, July 17 the Fed's Thomas Baxter wrote to Scott Alvarez that the transaction would be public announced the next Monday -- AFTER the Fed's "additional information request" -- based on a long voicemail from Harvey Schwartz of Goldman Sachs. (Page 59 of FOIA response to ICP). Alvarez was on the phone with "Esta of GS and Rodge Cohen." Alvarez said he was willing to talk with Goldman Sachs on Sunday, July 19. Cohen had written to Alvarez: "In view of the various communications on

    Авторское право:

    © All Rights Reserved
    Скачайте в формате PDF, TXT или читайте онлайн в Scribd
    Отметить как неприемлемый контент
    из 380

    From: 

    Sent: 
    To:
    
    Subject:

    CarolineFrawley(FRS)
    Thursday,May14,20154:14PM
    MichaelSexton;TimClark
    Fw:TalkswithGSretheILCFRSONLY

    /EdZE>&Z
    Fyi
    From: Sullivan, Daniel
    Sent: Thursday, May 14, 2015 02:52 PM
    To: Frawley, Caroline; Manzari, Steven J
    Subject: RE: Talks with GS re the ILC -FRSONLY-

    GSjustinformedmeaswell.GSislookingtoacquirethedeposits($16.2to$17.2billion)andtheonlinecustomer
    (b)(4)
    depositsoftware/webinterface
    .

    From: Frawley, Caroline


    Sent: Thursday, May 14, 2015 2:45 PM
    To: Manzari, Steven J; Sullivan, Daniel
    Subject: Fw: Talks with GS re the ILC
    Not Responsive (does not reflect an external communication with Goldman Sachs and Federal Reserve staff)

    From:
    To:
    Date:

    Cohen, H. Rodgin
    Scott Alvarez
    Monday, May 18, 2015 4:54:30 PM

    Because I'll be on a train when we talk, the two parties are Goldman Sachs and GE.
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    Subject:
    Date:

    Sharon Ellis
    Scott Alvarez
    Pls. call Rodgen Cohen
    (b)(6)
    Friday, May 22, 2015 9:30:52 AM

    . -FRSONLY-

    INTERNAL FR

    _______________________________________

    Sharon Ellis
    Senior Legal Staff Assistant
    Legal Division
    Board of Governors of the Federal Reserve System
    20th Street and Constitution Ave., NW
    office: (202) 736-5556
    fax: (202) 736-5615
    VKDURQHOOLV#IUEJRY

    From:
    Sent:
    To:
    Cc:
    Subject:
    Attachments:

    Michael Sexton
    Thursday, May 28, 2015 1:39 PM
    Michael Gibson
    Mark Van Der Weide; Barbara Bouchard; Tim Clark; Michael Hsu
    FW: GS Presentation -FRSONLY201505281300.pdf

    Follow Up Flag:
    Flag Status:

    Follow up
    Completed

    RESTRICTED FR
    Mike
    LegalmetwithGoldmanthismorningregardingaproposaltoacquiredepositsandcashof$18billionfromGEsILC.I
    (b)(4)
    haveattachedthedeckusedatthemeeting.
    . Not Responsive
    (internal Federal Reserve deliberative communications that do not reflect an external communication)

    Mike
    From:BaoNguyen
    Sent:Thursday,May28,20151:20PM
    To:AlisonThro;MichaelWaldron;MichaelSexton;BetsyHowesBean;SusanMotyka;KatieCox;AndrewCohen;Dean
    Amel;ChaeHeeShin
    Subject:GSPresentationFRSONLY
    

    RESTRICTED FR
    All,
    AttachedpleasefindadeckfromGSconcerningtheacquisitionofdepositliabilitiesfromGECCsILC.
    Responsive (internal Federal Reserve deliberative
    communications that do not reflect an external communication)

    Thanks

    Not

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    From:
    To:
    Subject:
    Date:

    Scott Alvarez
    Michael Gibson
    GS proposal -FRSONLYThursday, May 28, 2015 4:40:24 PM

    INTERNAL FR
    Mike,
    The Goldman folks came to visit today about acquiring the GECC industrial loan company.
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    (b)(4) & (5)

    (b)(5)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect
    an external communication)
    .

    Thanks!
    Scott

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Steffey, Brian
    Baxter, Thomas
    Hurwitz, Ivan
    FW: GS Presentation -FRSONLYThursday, May 28, 2015 5:01:31 PM
    201505281300.pdf

    Tom Attached is the deck used by Goldman in its presentation to Scott regarding its
    proposed acquisition of $18B of deposit liabilities of GEs ILC. In addition, Goldman would
    (b)(5)
    acquire the internet deposit platform.

    RESTRICTED FR

    From: Alison Thro [mailto:alison.m.thro@frb.gov]


    Sent: Thursday, May 28, 2015 4:36 PM
    To: Hurwitz, Ivan; Steffey, Brian
    Subject: FW: GS Presentation -FRSONLY-

    RESTRICTED FR
    FYI -From: Bao Nguyen
    Sent: Thursday, May 28, 2015 1:20 PM
    To: Alison Thro; Michael Waldron; Michael Sexton; Betsy Howes-Bean; Susan Motyka; Katie Cox;
    Andrew Cohen; Dean Amel; Chae Hee Shin
    Subject: GS Presentation -FRSONLYDuplicate

    From:
    To:
    Subject:
    Date:
    Attachments:

    Ivan Hurwitz (FRS)


    Brian Steffey (FRS)
    FW: -FRSONLYFriday, May 29, 2015 9:17:40 AM
    RegulatorFirstPosting_2015-5-27_vFINAL.pdf

    RESTRICTED FR

    From: Baxter, Thomas


    Sent: Thursday, May 28, 2015 6:50 PM
    To: Hurwitz, Ivan
    Subject: FW:

    As per conversation.
    Thomas C. Baxter, Jr.
    General Counsel and Executive Vice President
    Federal Reserve Bank of New York
    From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Thursday, May 28, 2015 2:15 PM
    To: Baxter, Thomas
    Subject:

    As discussed.
    Rodge

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4) and (b)(8)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Baxter, Thomas
    Hurwitz, Ivan
    Hansen, Joyce
    FW: Please see the attachments.
    Tuesday, June 02, 2015 4:42:44 PM
    SC1-#3872273-v7-L__Response_re__FRB_meeting.docx
    SC1-#3872797-v1-Annexes_to_Fed_Ltr.pdf

    This relates to the proposed transaction between GE Capital and Goldman Sachs.
    Thomas C. Baxter, Jr.
    General Counsel and Executive Vice President
    Federal Reserve Bank of New York
    From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Tuesday, June 02, 2015 3:27 PM
    To: Baxter, Thomas
    Subject: Please see the attachments.

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    May 29, 2015

    Confidential Treatment Requested


    Scott Alvarez,
    General Counsel,
    Board of Governors of the Federal Reserve System,
    20th & C Streets, N.W.,
    Washington, DC 20551.
    Dear Scott:
    Thank you again for the meeting yesterday relating to a potential
    transaction in which GS Bank would assume the deposits of GE Capital Bank.
    There are two critical and related points on which we thought it would be
    useful to provide additional clarification and amplification.
    First, the proposed deposit assumption will not change GS Bank's business
    or balance sheet in any way, except that its deposit base will become more stable and its
    funding more diversified. More specifically, the deposit assumption will not cause, or
    result in, an increase in the financial assets of GS Bank. As the Chart prepared by
    Goldman Sachs and attached as Annex A demonstrates, GS Banks asset strategy over
    the next eight quarters (previously submitted as part of GS Banks 2015 DFAST,
    provided to the Federal Reserve in January 2, 2015) will be exactly the same irrespective
    of whether the deposit assumption occurs. The only difference will be that the deposit
    assumption will alter GS Banks liability composition in favor of more core-like
    deposits.1

    (b)(4)

    Scott Alvarez

    -2(b)(4)

    Therefore,
    the result of the transaction is a more diversified and stable funding mix for GS Bank.
    Second, as we explained at the meeting, the transaction involves no
    financial assets, no revenue-producing business lines and no going concern. In terms of
    true business significance, the transaction is therefore less significant than a whole bank
    (b)(4)
    transaction of a much smaller size.

    A further compelling demonstration


    of the lack of significance is the
    in Goldman Sachs GSIB
    score, as shown on page 5 of the presentation and attached as Annex B.
    (b)(4)

    There is one last point that we did not fully articulate in the meeting. We
    believe that the financial stability factor should take into account both any additional risk
    created by the transaction with respect to the acquiror and any reduced risk resulting from
    (b)(4)
    the sale with respect to the seller.

    In summary, we believe that, when the entirety of the circumstances of


    this deposit assumption are taken into account, the financial stability factor is not a
    problematic consideration. As the Chart on page 4 of the presentation (attached as
    Annex C) demonstrates, only one of the multiple factors considered by the Federal
    Reserve in its decisions on the financial stability factor, as well as by FSOC in its nonbank SIFI determinations, is even conceivably implicated -- and that only to a limited
    extent. This is a unique, non-precedential transaction that has been carefully planned to
    assure against any increase in risk to Goldman Sachs or the financial system.
    *

    Scott Alvarez

    -3-

    Thank you for your consideration of this matter.


    Very truly yours,

    H. Rodgin Cohen
    cc:

    Stephen M. Scherr
    Esta E. Stecher
    (Goldman Sachs)
    Michael M. Wiseman
    (Sullivan & Cromwell LLP)

    CONFIDENTIAL TREATMENT REQUESTED

    Annex A: GS Bank USA Deposit Assumption Impact Analysis


    Year-End 2016 Projection
    ($ in billions)
    (b)(4) and (b)(8)

    CONFIDENTIAL TREATMENT REQUESTED

    Annex B: Negligible Impact to Systemic Risk (contd)


    ($ in billions)
    The proposed assumption is expected to have a negligible upfront impact, and a neutral or potentially positive longerterm impact, on Goldman Sachs GSIB score

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    Method 1
    Score Range

    G-SIB Capital
    Surcharge

    530-629

    3.5 %

    430-529

    2.5 %

    330-429

    2.0 %

    230-329

    1.5 %

    130-229

    1.0 %

    Bank

    Method 1
    Score1

    JPM
    C
    BAC
    GS
    MS
    WFC
    BNYM
    STT

    524
    454
    353
    282
    258
    240
    156
    154

    Total Deposits
    $ 1,426
    937
    1,240
    78
    110
    1,245
    273
    217

    Deposit Cap
    Capacity
    N/A
    $ 176
    N/A
    1,036
    1,004
    N/A
    841
    896

    Method 1 score based on 2014 numerator for each bank, 2013 denominator, and YE2014 exchange rate.

    CONFIDENTIAL TREATMENT REQUESTED

    Annex C: Negligible Impact to Systemic Risk (contd)

    As set forth below, none of the key indicia of systemic risk analyzed by the Federal Reserve and the Financial Stability
    Oversight Council will increase to any meaningful extent as a result of the proposed transaction
    Factor

    Consequences

    Reason

    Minimal
    immediately
    (none over
    long-term)

    No non-cash financial assets being acquired

    Increase in Asset
    Liquidation (Fire Sale)

    None

    No non-cash financial assets being acquired

    Reduction in
    Substitute Providers

    None

    No lines of business or non-cash financial assets being acquired

    Interconnectedness

    None

    No

    Increase in Size

    Deposit assumption is relatively small

    Additional Complexity

    None

    (b)(4)

    (b)(4)

    or derivatives being assumed


    (b)(4)

    No complex assets, liabilities, or operations being acquired


    The assumption of deposits does not contribute to complexity

    Additional CrossBorder Activities

    None

    No cross-border activities being acquired

    Additional Difficulty in
    Resolution

    None

    Goldman Sachs and/or GS Bank USA will not be more difficult to


    resolve

    No additional subsidiaries, operations, non-cash financial assets, or


    non-deposit liabilities being acquired
    4

    From:
    To:
    Subject:
    Date:
    Attachments:

    Cohen, H. Rodgin
    Scott Alvarez
    Please see the attachment.
    Tuesday, June 16, 2015 5:02:21 PM
    DOC096.pdf - Adobe Acrobat.pdf

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    (b)(4)

    (b)(4)

    From:
    To:
    Cc:
    Subject:
    Date:

    Scott Alvarez
    Michael Sexton
    Alison Thro; Susan Motyka; Sheryl Hudson
    RE: Article re: GS future plans -FRSONLYTuesday, June 16, 2015 9:43:25 AM

    INTERNAL FR
    I spoke to GSs counsel last night about the news article.

    (b)(4)

    Not Responsive (internal Federal Reserve


    deliberative communications that do not reflect an
    external communication)

    Thanks!
    Scott
    From: Michael Sexton
    Sent: Tuesday, June 16, 2015 8:35 AM
    To: Scott Alvarez
    Cc: Alison Thro; Susan Motyka; Sheryl Hudson
    Subject: FW: Article re: GS future plans -FRSONLY-

    INTERNAL FR

    From: April Snyder


    Sent: Tuesday, June 16, 2015 8:06 AM
    To: Michael Sexton
    Cc: Michael Hsu
    Subject: RE: Article re: GS future plans -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From: Michael Sexton


    Sent: Tuesday, June 16, 2015 6:37 AM
    To: April Snyder
    Subject: FW: Article re: GS future plans -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From: Scott Alvarez


    Sent: Monday, June 15, 2015 4:10 PM
    To: Elizabeth Kiser
    Cc: Alison Thro; Michael Sexton
    Subject: RE: Article re: GS future plans -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    (b)(5)
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    Thanks!
    Scott
    From: Elizabeth Kiser
    Sent: Monday, June 15, 2015 3:42 PM
    To: Scott Alvarez
    Cc: Alison Thro; Michael Sexton
    Subject: Article re: GS future plans -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From:
    To:
    Cc:
    Subject:
    Date:

    Scott Alvarez
    April Snyder
    Michael Hsu
    RE: Meeting with R. Cohen re GE and Goldman -FRSONLYWednesday, June 24, 2015 6:21:13 PM

    INTERNAL FR
    April,
    Thanks for the heads-up. We already met with GS over a week ago, and folks from BS&R
    were here. Not Responsive (internal Federal Reserve communications that do not reflect an external
    communication with Goldman Sachs)
    .
    Thanks!
    Scott
    From: April Snyder
    Sent: Wednesday, June 24, 2015 5:32 PM
    To: Scott Alvarez
    Cc: Michael Hsu
    Subject: Meeting with R. Cohen re GE and Goldman -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication with Goldman Sachs)

    From:
    To:
    Cc:
    Subject:
    Date:

    Alison Thro
    April Snyder; Michael Sexton; Carol Evans; Melissa Vanouse; Elizabeth Kiser; Andrew Cohen
    alison.thro@frb.gov
    GS plan to acquire the deposits of GE"s ILC -FRSONLYFriday, June 26, 2015 1:19:35 PM

    INTERNAL FR
    Rodgin Cohen was in today briefly to discuss, among other things, GSs plans to acquire the
    Not Responsive (internal
    deposits of GEs ILC. He asked what the next steps might be.
    Federal Reserve deliberative communications that do not reflect an external communication)

    . Ill touch base again during that week. Thanks -Alison

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Bao Nguyen
    cohenhr@sullcrom.com
    Alison Thro; Susan Motyka; Andrew Cohen
    GS acquisition of deposits -ZFRSSEMonday, July 13, 2015 7:10:54 PM
    201507131345.pdf

    RESTRICTED FR

    Mr. Cohen,
    Attached please find a request for additional information concerning the
    proposal by GS Bank to purchase certain assets and assume the deposit
    liabilities of GE Capital Bank, Holladay, Utah, the subsidiary industrial loan
    company of General Electric Capital Corp., Fairfield, Connecticut. An
    original hard copy will follow by regular mail.
    Please let me know if you have any questions.
    Thanks
    Bao Nguyen
    Counsel, Legal Division

    (b)(4)

    From:
    To:
    Cc:
    Subject:
    Date:

    Scott Alvarez
    "Cohen, H. Rodgin"
    Valerie Delaney
    RE: Re:
    Thursday, July 16, 2015 7:56:10 AM

    5:30 Friday is fine. Talk with you then.


    Thanks!
    Scott
    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Thursday, July 16, 2015 7:41 AM
    To: Scott Alvarez
    Subject: Re:
    PS. Would 5:30 work? If not, please let me know what is convenient.
    ----- Original Message ----From: Cohen, H. Rodgin
    Sent: Thursday, July 16, 2015 07:38 AM Eastern Standard Time
    To: 'scott.alvarez@frb.gov' <scott.alvarez@frb.gov>
    Subject: Re:
    That's fine. This is information only.
    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
    Sent: Thursday, July 16, 2015 07:37 AM Eastern Standard Time
    To: Cohen, H. Rodgin
    Subject: RE:
    Sure, but not till near the end of the day--say 5 or later.
    Thanks!
    Scott
    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Wednesday, July 15, 2015 9:18 PM
    To: Scott Alvarez
    Subject:
    Would you be available for a short update call on Friday relating to the deposit assumption transaction?
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    Subject:
    Date:

    Scott Alvarez
    Thomas Baxter (FRS)
    RE: -FRSONLY- GS-GE
    Friday, July 17, 2015 10:01:48 AM

    INTERNAL FR
    Yes. Weve talked to them as well.
    Thanks for keeping us posted!
    Scott

    (b)(4) & (5)


    Not Responsive (internal Federal Reserve deliberative
    communications that do not reflect an external
    communication)

    From: Thomas Baxter (FRS)


    Sent: Friday, July 17, 2015 9:27 AM
    To: Scott Alvarez
    Subject: -FRSONLY- GS-GE
    Scott,
    I have been advised by Goldman Sachs of an acquisition they intend to announce on Monday. I
    specifically asked if they had communicated with you, and I was told that Rodge has advised you of
    Not Responsive (internal Federal Reserve deliberative
    the announcement. communications
    Best,
    that do not reflect an external communication)
    Tom
    Thomas C. Baxter, Jr.
    General Counsel and Executive Vice President
    Federal Reserve Bank of New York

    From:
    To:
    Subject:
    Date:

    Christina Combs
    Michael Gibson
    Phone Message from Harvey Schwartz (212-902-7161) -FRSONLYFriday, July 17, 2015 2:54:55 PM

    INTERNAL FR
    Hi Mike,
    Harvey Schwartz from Goldman Sachs called today (around 1:45pm) and left you a voicemail
    message.. The message was quite long, but here is the gist of it:
    Harvey spoke to Tim Clark about this but wanted you to know that Goldman Sachs has been in
    discussions with GE about taking over their online deposits program and also their broker CDs. The
    team that runs GS bank have been in ongoing conversations with Scott Alvarez about this for some
    time. Harvey wants to make sure you are aware that on Monday, GS will sign an agreement with GE
    (b)(4) & (5)
    and issue a public statement
    ; GS will
    (b)(5)
    be hiring their people, subject to the bank application.
    this is really about GS
    diversifying their funding platform with the bank, as they were already on a path exploring how to
    build an internet platform and this is good timing. He also wants to schedule a meeting with you and
    Tim sometime in September (regarding a discussion GS had with Gov. Tarullo).
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Thanks.
    Kind regards,

    Christina M. Combs
    ____________________________
    Christina M. Combs
    Staff Assistant to Michael Gibson
    Banking Supervision and Regulation
    Board of Governors of the Federal Reserve System
    E-mail: christina.m.combs@frb.gov
    Office #: (202) 973-6999

    From:
    To:
    Cc:
    Subject:
    Date:

    %ULDQ6WHIIH\ )56 
    Alison Thro6XVDQ0RW\ND
    Vivian Liu (FRS)
    Goldman -FRSONLYFriday, July 17, 2015 ::3M

    INTERNAL FR
    t^'
    '/>d'D
    Not Responsive (internal Federal Reserve deliberative communications that do not 
     (b)(4)
    reflect an external communication)
    
    
    
    
    
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From:
    To:
    Subject:
    Date:

    Michael Gibson
    Scott Alvarez; Tim Clark
    Re: GS call -FRSONLYFriday, July 17, 2015 6:13:41 PM

    I did speak with Harvey.

    (b)(8)

    Thx,
    Mike
    From: Scott Alvarez
    Sent: Friday, July 17, 2015 3:02 PM
    To: Michael Gibson; Tim Clark
    Subject: RE: GS call -FRSONLY-

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Thanks!
    Scott
    From: Michael Gibson
    Sent: Friday, July 17, 2015 5:49 PM
    To: Scott Alvarez; Tim Clark
    Subject: Re: GS call -FRSONLY-

    Hi Scott,
    I called Harvey back a half hour ago, but he was not available. He is supposed to be calling me
    back.
    Thanks,
    Mike
    From: Scott Alvarez
    Sent: Friday, July 17, 2015 2:41 PM
    To: Michael Gibson; Tim Clark
    Subject: GS call -FRSONLY-

    INTERNAL FR
    Mike,
    Am on the phone with Esta from GS and Rodge Cohen. They called again to let me know
    they want to announce Monday afternoon. They also said Harvey had not hooked up with you yet.

    (b)(4) & (5)

    can help.
    Thanks!
    Scott

    (b)(4)

    . Let me know if I

    From:
    Sent:
    To:
    Cc:
    Subject:

    Michael Gibson
    Saturday, July 18, 2015 10:47 AM
    Daniel Tarullo; Tim Clark; Scott Alvarez
    Michael Hsu
    RE: Update on GS -FRSONLY-

    INTERNAL FR
    YesGScalledmeyesterdayandImadethepointthatTimhighlightedbelowfinancialandmanagerialfactorsinthe
    (b)(8)
    applicationwillinclude
    
    
    
    (b)(4)
    TheyareconsideringwhethertodelaytheMondayannouncement
    
    
    
    Mike
    
    From:DanielTarullo
    Sent:Saturday,July18,201510:38AM
    To:TimClark;MichaelGibson;ScottAlvarez
    Cc:MichaelHsu
    Subject:RE:UpdateonGSFRSONLY

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not
    reflect an external communication)

    
    
    From:TimClark
    Sent:Saturday,July18,201510:08AM
    To:DanielTarullo;MichaelGibson;ScottAlvarez
    Cc:MichaelHsu
    Subject:Re:UpdateonGS
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    SentfrommyBlackBerry10smartphone.
    From: Tim Clark
    Sent: Saturday, July 18, 2015 6:55 AM
    To: Daniel Tarullo; Michael Gibson; Scott Alvarez
    Cc: Michael Hsu
    Subject: Update on GS

    
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    .

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    
    (b)(4) & (8)

    
    
    .

    
    (b)(4) & (5)

    
    
    

    Not Responsive (internal Federal Reserve deliberative


    communications that do not reflect an external
    communication)

    .
    
    Tim
    
    SentfrommyBlackBerry10smartphone.
    

    
    

    From:
    To:
    Subject:
    Date:

    Cohen, H. Rodgin
    Scott Alvarez; Tim Clark; Michael Gibson
    Re: Goldman Sachs
    Saturday, July 18, 2015 11:55:53 AM

    Thanks for the prompt response. Checking with several GS people to confirm for noon.
    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
    Sent: Saturday, July 18, 2015 11:45 AM Eastern Standard Time
    To: Cohen, H. Rodgin; Tim Clark <tim.p.clark@frb.gov>; Michael Gibson <michael.s.gibson@frb.gov>
    Subject: RE: Goldman Sachs
    Rodge,
    We could talk tomorrow at noon or later. Mike and Tim are both on planes right now and can't make a call
    today.
    Thanks!
    Scott
    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Saturday, July 18, 2015 11:09 AM
    To: Scott Alvarez; Tim Clark; Michael Gibson
    Subject: Goldman Sachs
    In view of the various communications on Friday and the intended announcement of the deposit assumption
    transaction on Monday, GS believes that it must decide over this weekend whether it can proceed as scheduled and,
    as a matter of fairness and transparency, what it can tell GE. As we have discussed, this transaction appears to be a
    centerpiece of the GE restructuring. We would therefore most appreciate the opportunity to have a conference call
    as soon as possible over the weekend to obtain as much clarity as possible as to timing and other relevant matters.
    We apologize for intruding into your weekend and thank you your consideration of this request.
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    Subject:
    Date:

    Cohen, H. Rodgin
    Scott Alvarez
    Re: Goldman Sachs
    Saturday, July 18, 2015 1:44:40 PM

    Noon does work. 1 888

    (b)(6)

    . Thanks again.

    ----- Original Message ----From: Cohen, H. Rodgin


    Sent: Saturday, July 18, 2015 11:56 AM Eastern Standard Time
    To: 'scott.alvarez@frb.gov' <scott.alvarez@frb.gov>
    Subject: Re: Goldman Sachs
    Sorry. Just sent.
    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
    Sent: Saturday, July 18, 2015 11:55 AM Eastern Standard Time
    To: Cohen, H. Rodgin
    Subject: RE: Goldman Sachs
    Rodge,
    Did you intend to attach a message to this?
    Scott
    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Saturday, July 18, 2015 11:48 AM
    To: Scott Alvarez
    Subject: Re: Goldman Sachs

    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]


    Sent: Saturday, July 18, 2015 11:45 AM Eastern Standard Time
    To: Cohen, H. Rodgin; Tim Clark <tim.p.clark@frb.gov>; Michael Gibson <michael.s.gibson@frb.gov>
    Subject: RE: Goldman Sachs

    Duplicate

    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]


    Sent: Saturday, July 18, 2015 11:09 AM
    To: Scott Alvarez; Tim Clark; Michael Gibson
    Subject: Goldman Sachs

    Duplicate

    Duplicate

    From:
    To:
    Subject:
    Date:

    Cohen, H. Rodgin
    Scott Alvarez
    Re:
    Saturday, July 18, 2015 10:35:15 PM

    Will call you.


    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
    Sent: Saturday, July 18, 2015 10:24 PM Eastern Standard Time
    To: Cohen, H. Rodgin
    Subject: Re:
    Sounds good. I'll be on my cell at
    Thanks!
    Scott

    (b)(6)

    . Let me know if you prefer I call you.

    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.


    Original Message
    From: Cohen, H. Rodgin
    Sent: Saturday, July 18, 2015 10:17 PM
    To: Scott Alvarez
    Subject: Re:

    What about 11:45?


    ----- Original Message ----From: Scott Alvarez [mailto:scott.alvarez@frb.gov]
    Sent: Saturday, July 18, 2015 08:51 PM Eastern Standard Time
    To: Cohen, H. Rodgin
    Subject: Re:
    Rodge
    Up to you. I've got another call at 11. Do you want to talk before that or just before noon?
    Thanks!
    Scott
    Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
    Original Message
    From: Cohen, H. Rodgin
    Sent: Saturday, July 18, 2015 5:31 PM
    To: Scott Alvarez
    Subject:

    On reflection, would it be useful for just Michael Wiseman and I to have a brief call with you before the noon call
    to give you an idea of the questions GS will be asking?
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    Subject:
    Date:

    Cohen, H. Rodgin
    Scott Alvarez
    Update
    Sunday, July 19, 2015 8:03:08 PM

    Thanks again to you, Mike and Tim for your willingness to speak with us today. After further deliberation, GS has
    reached out to GE and expressed the view that it would be preferable to wait 2-3 weeks for any announced
    transaction.
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    Subject:
    Date:

    Dona Faircloth
    Scott Alvarez
    Message from Rodgin Cohen -FRSONLYMonday, July 20, 2015 10:11:29 AM

    INTERNAL FR
    Scott,
    Mr. Cohen asked me to let you know that there is no need to return his call.
    He wanted to make sure you saw the email he sent last night regarding the GS delay.
    Thanks,
    Dona

    From:
    To:
    Cc:
    Subject:
    Date:

    Scott Alvarez
    Tim Clark; Michael Gibson
    Michael Hsu
    RE: GS -FRSONLYMonday, July 20, 2015 10:25:43 AM

    INTERNAL FR
    Rodge just sent a note that GS wants to postpone signing the deal with GE and the announcement
    for 2 to 3 weeks. Not Responsive (internal Federal Reserve deliberative communications that do not
    reflect an external communication)

    Thanks!
    Scott
    From: Tim Clark
    Sent: Monday, July 20, 2015 10:22 AM
    To: Michael Gibson; Scott Alvarez
    Cc: Michael Hsu
    Subject: GS

    (b)(4) & (8)


    Not Responsive (internal Federal Reserve deliberative
    communications that do not reflect an external communication)

    Tim
    Sent from my BlackBerry 10 smartphone.

    From:
    To:
    Subject:
    Date:

    Susan Motyka
    Michael Sexton
    FW: Goldman -FRSONLYMonday, July 20, 2015 1:41:49 PM

    INTERNAL FR

    From: Brian Steffey (FRS)


    Sent: Monday, July 20, 2015 1:36 PM
    To: Susan Motyka
    Subject: Goldman -FRSONLYSue Mike Eskew from Sullivan left a message this morning that Goldman wont be filing this week.
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From:
    To:
    Subject:
    Date:

    Kim, HaeRan
    Baxter, Thomas; Cordero, Nydia
    RE: PHONE MESSAGE from Thomas Riggs - Goldman Sachs
    Monday, July 20, 2015 4:04:00 PM

    Will do.
    From: Baxter, Thomas
    Sent: Monday, July 20, 2015 2:53 PM
    To: Kim, HaeRan
    Subject: Fw: PHONE MESSAGE from Thomas Riggs - Goldman Sachs

    Would you call him back for me?


    From: Thorne, Robyn [mailto:robyn.thorne@ny.frb.org]
    Sent: Monday, July 20, 2015 01:25 PM
    To: Baxter, Thomas
    Cc: Ayala, Helen; Cordero, Nydia; Thorne, Robyn
    Subject: PHONE MESSAGE from Thomas Riggs - Goldman Sachs

    Call Details
    Caller: Thomas Riggs - Goldman Sachs
    Caller's Phone Number: 212-902-1426
    Call received on: 7/20/2015 1:25P
    Received by: Thorne, Robyn
    Message: Please call.
    Thank you,
    Remarks:

    From:
    To:
    Subject:
    Date:
    Attachments:

    Kim, HaeRan
    Baxter, Thomas
    -FRSONLYMonday, July 20, 2015 5:12:00 PM
    AD1007.pdf

    As requested, I returned Tom Riggs call to you earlier today. He said that the firm decided to hold
    (b)(8)
    off announcing the proposed acquisition of deposits for a couple of weeks
    (b)(8)
    Not
    Responsive
    (internal
    Federal
    .
    Reserve deliberative communications
    that do not reflect an external
    communication)

    From:
    To:
    Subject:
    Date:

    Scott Alvarez
    "Cohen, H. Rodgin"
    RE:
    Friday, July 24, 2015 6:09:32 PM

    Just got your message. Am free now or anytime Sunday till around 5pm Tomorrow is harder, though could arrange
    a time if that works best for you.
    Thanks!
    Scott
    -----Original Message----From: Cohen, H. Rodgin [mailto:Cohenhr@sullcrom.com]
    Sent: Friday, July 24, 2015 6:07 PM
    To: Scott Alvarez
    Subject:
    Left a voice mail. Are you available for a quick call on the GS matter over the weekend?
    This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the
    intended recipient, please delete the e-mail and notify us immediately.

    From:
    To:
    &F
    Subject:
    Date:

    'DQLHO6XOOLYDQ )56
    &ODUN7LP; %HHEH-RKQ; 0F'RQRXJK%HQMDPLQ.LP+DH5DQ6Q\GHU$SULO5LFKDUGV%UXFH
    &KDO\6WHSKDQLH
    -FRSONLY(b)(8)
    Tuesday, August 04, 2015 ::27 AM

    INTERNAL FR

    (b)(8)
    
    
    .

    (b)(8)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)
    Thanks

    From:
    To:
    Cc:
    Subject:
    Date:

    Susan Motyka
    Alison Thro; Sheryl Hudson; Michael Waldron
    Michael Sexton
    FW: Goldman -FRSONLYTuesday, August 04, 2015 2:15:43 PM

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)
    (b)(8)
    Not Responsive (internal Federal Reserve
    deliberative communications that do not reflect
    an external communication)

    From: Susan Motyka


    Sent: Tuesday, August 04, 2015 2:04 PM
    To: Brian Steffey (FRS) <Brian.Steffey@ny.frb.org>
    Cc: Vivian Liu (FRS) <Vivian.Liu@ny.frb.org>
    Subject: RE: Goldman -FRSONLY-

    INTERNAL FR
    Hi Brian,
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    Thanks, Sue
    From: Brian Steffey (FRS)
    Sent: Tuesday, August 04, 2015 1:57 PM
    To: Susan Motyka <susan.e.motyka@frb.gov>
    Cc: Vivian Liu (FRS) <Vivian.Liu@ny.frb.org>
    Subject: Goldman -FRSONLYSue

    (b)(5) & (8)

    .
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    From:
    Sent:
    To:

    Schwartz, Harvey <harvey.schwartz@gs.com>


    Thursday, August 06, 2015 10:23 AM
    Tim Clark

    Tim,
    
    Justtriedyouroffice.Leftavmail.Wouldliketoconnecttodayifpossible.
    
    Regards
    
    Harvey
    212 (b)(6)
    
    TheGoldmanSachsGroup,Inc.Allrightsreserved.
    Seehttp://www.gs.com/disclaimer/global_emailforimportantriskdisclosures,conflictsofinterestandothertermsandconditionsrelatingtothisemailandyourrelianceon
    informationcontainedinit.Thismessagemaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleaseadviseusimmediatelyanddeletethis
    message.Seehttp://www.gs.com/disclaimer/emailforfurtherinformationonconfidentialityandtherisksofnonsecureelectroniccommunication.Ifyoucannotaccessthese
    links,pleasenotifyusbyreplymessageandwewillsendthecontentstoyou.

    
    
    

    From:
    Sent:
    To:
    Subject:

    Tim Clark
    Thursday, August 06, 2015 11:36 AM
    harvey.schwartz@gs.com (External)
    Re: Call

    Willcallinabout10minutesifyou'restillthere.
    
    SentfrommyBlackBerry10smartphone.
    From: Schwartz, Harvey
    Sent: Thursday, August 6, 2015 10:24 AM
    To: Tim Clark
    Subject: RE: Call

    Perfect.Thanks.
    
    TheGoldmanSachsGroup,Inc.Allrightsreserved.
    Seehttp://www.gs.com/disclaimer/global_emailforimportantriskdisclosures,conflictsofinterestandothertermsandconditionsrelatingtothisemailandyourrelianceoninformation
    containedinit.Thismessagemaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleaseadviseusimmediatelyanddeletethismessage.See
    http://www.gs.com/disclaimer/emailforfurtherinformationonconfidentialityandtherisksofnonsecureelectroniccommunication.Ifyoucannotaccesstheselinks,pleasenotifyusby
    replymessageandwewillsendthecontentstoyou.

    
    From: Tim Clark [mailto:tim.p.clark@frb.gov]
    Sent: Thursday, August 06, 2015 10:24 AM
    To: Schwartz, Harvey [Fin]
    Subject: Call

    HarveyIgotyourmessage.Icouldtalkat11:30ifthatworks?
    Tim
    
    SentfrommyBlackBerry10smartphone.

    From:
    To:
    Subject:
    Date:

    Tim Clark
    Michael Gibson
    GS
    Thursday, August 06, 2015 2:56:14 PM

    Mike - Harvey Schwartz called me (and you too I think). I did speak w/ him this morning.
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    Tim
    Sent from my BlackBerry 10 smartphone.

    From:
    Sent:
    To:
    Subject:

    Cohen, H. Rodgin <Cohenhr@sullcrom.com>


    Friday, August 07, 2015 9:57 AM
    Tim Clark
    RE: Goldman Sachs

    Whatevertimeworksbestforyou;shouldtakeonly5minutes.
    
    OriginalMessage
    From:TimClark[mailto:tim.p.clark@frb.gov]
    Sent:Friday,August07,20159:51AM
    To:Cohen,H.Rodgin
    Subject:Re:GoldmanSachs
    
    Sure.Iamavailablebetween2and3today.Tim
    
    SentfrommyBlackBerry10smartphone.
    OriginalMessage
    From:Cohen,H.Rodgin
    Sent:Friday,August7,20159:48AM
    To:TimClark
    Subject:GoldmanSachs
    
    
    BecauseHarveyistraveling,couldIdiscusswithyouthemeetingschedule.
    
    Thisemailissentbyalawfirmandcontainsinformationthatmaybeprivilegedandconfidential.Ifyouarenotthe
    intendedrecipient,pleasedeletetheemailandnotifyusimmediately.
    
    
    

    From:
    To:
    Cc:
    Subject:
    Date:

    Stecher, Esta
    Scott Alvarez
    Riggs, Tom
    Posting
    Wednesday, August 12, 2015 9:31:25 AM

    Hi Scott. Tom Riggs and I just left you a voicemail update. Please let us know if you have any questions.
    Best, Esta

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Rosanne Notaro (FRS)


    Thomas Baxter (FRS); Joyce Hansen (FRS)
    HaeRan Kim (FRS); Brian Steffey (FRS); Ivan Hurwitz (FRS); Raymond Check (FRS); Vivian Liu (FRS)
    FW: GS/GE deposit deal
    Wednesday, August 12, 2015 10:53:17 AM
    image001.png
    image002.png

    Fyi Tom Riggs of GS called to inform me that they plan to sign this deal tomorrow and
    announce the deal after COB tomorrow. (To Tom B Riggs may give you a courtesy call as
    well).
    (b)(4) & (5)
    (b)(8)

    The deal with GS will require GS to file the BMA Act App with us within the next 5 business
    days.

    From: Notaro, Rosanne


    Sent: Monday, July 20, 2015 11:23 AM
    To: Kim, HaeRan; Hansen, Joyce
    Cc: Check, Raymond
    Subject: RE: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLYNot Responsive (internal deliberative Federal Reserve communications that do not reflect an external communication)

    Tom Riggs of GS just called me to let me know that, after some


    further discussions this weekend with Scott Alvarez, Tim Clark and Mike Gibson, theyve
    (b)(8)
    decided to hold off on any announcement.

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    (b)(8)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Rosanne

    From: Notaro, Rosanne


    Sent: Wednesday, July 15, 2015 12:00 PM
    To: Kim, HaeRan; Hansen, Joyce
    Cc: Check, Raymond
    Subject: FW: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLY-

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From: Liu, Vivian


    Sent: Wednesday, July 15, 2015 8:40 AM
    To: Sullivan, Daniel; Michalski, Jessica; Sperber, Leslie A; Fergus, Troy E; Kim, Sooji
    Cc: Steffey, Brian; Notaro, Rosanne; Choi, Dong Beom
    Subject: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLY-

    Not Responsive (internal Federal Reserve


    communications that do not reflect an external
    communication)

    From:
    Sent:
    To:
    Subject:

    Tim Clark
    Wednesday, August 12, 2015 9:08 PM
    Bruce Richards (FRS)
    RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    Istandcorrected.IjustcheckedmymessagesandHarveySchwartzdidleavemeamessagelettingmeknowtheyhave
    Not Responsive (internal Federal Reserve
    (b)(4)
    decidedtogoaheadwiththetransaction
    deliberative communications that do
    not reflect an external communication)

    
    From:TimClark
    Sent:Wednesday,August12,20159:04PM
    To:BruceRichards(FRS)<Bruce.Richards@ny.frb.org>
    Subject:RE:fyi....ProjectAppleFRSONLYGS'saquasitionofGEdeposits
    

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    
    From:BruceRichards(FRS)
    Sent:Wednesday,August12,20158:44PM
    To:TimClark<tim.p.clark@frb.gov>
    Subject:Fw:fyi....ProjectAppleFRSONLYGS'saquasitionofGEdeposits
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From: Notaro, Rosanne


    Sent: Wednesday, August 12, 2015 05:21 PM
    To: Sullivan, Daniel; Clark, Tim P (Board); Snyder, April C (Board)
    Cc: Richards, Bruce; Cummings, Martha
    Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    RESTRICTED-CONTROLLED FR
    

    Not Responsive (internal Federal

    DanTomRiggscalledmethismorningandletmeknow.Hesaidheplannedtoletyouknowalso
    Reserve deliberative communications that do not reflect an external
    IthoughtTomindicatedthatBoardstaffwasaware,butinanyeventhe
    communication)
    saidthedecisiontookintoaccountthediscussionsthey(and/orRodgeCohen)havehadwithBoardstaff (b)(8) 
    

    
    From: Sullivan, Daniel
    Sent: Wednesday, August 12, 2015 4:51 PM
    To: Clark, Tim P (Board); Snyder, April C (Board); Notaro, Rosanne
    Cc: Richards, Bruce; Cummings, Martha
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    RESTRICTED-CONTROLLED FR
    

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    WerethereanycallsmadetotheBoardonthis?
    
    From: Sullivan, John M
    Sent: Wednesday, August 12, 2015 3:36 PM
    To: Walsh, Michael; Moy, William; Early, Brian; Sullivan, Daniel
    Subject: fyi....Project Apple -FRSONLY-

    RESTRICTED-CONTROLLED FR

    From: Parsons, Eric L


    Sent: Wednesday, 12 August, 2015 15:34
    To: NY FISG GE Capital Corp Team
    Subject: FW: Project Apple -FRSONLY-

    Not Responsive (does not reflect an external communication with Goldman Sachs and Federal Reserve staff)

    Not Responsive (does not reflect an


    external communication with
    Goldman Sachs and Federal
    Reserve staff)

    From:
    To:
    Cc:
    Subject:
    Date:

    Tim Clark
    April Snyder
    Michael Hsu
    RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE deposits
    Wednesday, August 12, 2015 9:11:18 PM

    INTERNAL FR
    The called me and told me (by VM) that
    expect it to be announced tomorrow at

    (b)(4)

    they had decided to go ahead. They

    (b)(4)

    (b)(8)
    INot Responsive (internal Federal Reserve deliberative
    communications that do not reflect an external
    communication)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    tim
    From: April Snyder
    Sent: Wednesday, August 12, 2015 4:54 PM
    To: Tim Clark <tim.p.clark@frb.gov>
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    From: Daniel Sullivan (FRS)


    Sent: Wednesday, August 12, 2015 4:51 PM
    To: Tim Clark <tim.p.clark@frb.gov>; April Snyder <april.c.snyder@frb.gov>; Rosanne Notaro (FRS)
    <Rosanne.Notaro@ny.frb.org>
    Cc: Bruce Richards (FRS) <Bruce.Richards@ny.frb.org>; Martha Cummings (FRS)
    <Martha.Cummings@ny.frb.org>
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
    Duplicate

    From: Sullivan, John M

    Sent: Wednesday, August 12, 2015 3:36 PM


    To: Walsh, Michael; Moy, William; Early, Brian; Sullivan, Daniel
    Subject: fyi....Project Apple -FRSONLY-

    Duplicate

    From: Parsons, Eric L


    Sent: Wednesday, 12 August, 2015 15:34
    To: NY FISG GE Capital Corp Team
    Subject: FW: Project Apple -FRSONLY-

    Duplicate

    From:
    To:
    Cc:
    Subject:
    Date:

    Tim Clark
    Sullivan, Daniel; Snyder, April C (Board); Notaro, Rosanne
    Richards, Bruce; Cummings, Martha
    RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE deposits
    Wednesday, August 12, 2015 9:13:24 PM

    INTERNAL FR
    (b)(4)
    Thanks all. HS also left me a VM on this.
    with making it public and that an application is pending.
    tim

    it is their call to go ahead

    From: Daniel Sullivan (FRS)


    Sent: Wednesday, August 12, 2015 5:21 PM
    To: Tim Clark <tim.p.clark@frb.gov>; April Snyder <april.c.snyder@frb.gov>; Rosanne Notaro (FRS)
    <Rosanne.Notaro@ny.frb.org>
    Cc: Bruce Richards (FRS) <Bruce.Richards@ny.frb.org>; Martha Cummings (FRS)
    <Martha.Cummings@ny.frb.org>
    Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    RESTRICTED-CONTROLLED FR
    Was just notified by Una and Tom Riggs the deal will be announced tomorrow.
    From: Sullivan, Daniel
    Sent: Wednesday, August 12, 2015 4:51 PM
    To: Clark, Tim P (Board) (tim.p.clark@frb.gov); Snyder, April C (Board) (april.c.snyder@frb.gov); Notaro,
    Rosanne
    Cc: Richards, Bruce; Cummings, Martha
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    RESTRICTED-CONTROLLED FR
    Duplicate

    From: Sullivan, John M


    Sent: Wednesday, August 12, 2015 3:36 PM
    To: Walsh, Michael; Moy, William; Early, Brian; Sullivan, Daniel
    Subject: fyi....Project Apple -FRSONLY-

    Duplicate

    From: Parsons, Eric L


    Sent: Wednesday, 12 August, 2015 15:34
    To: NY FISG GE Capital Corp Team
    Subject: FW: Project Apple -FRSONLY-

    Duplicate

    Duplicate

    From:
    To:
    Cc:
    Subject:
    Date:

    Tim Clark
    Daniel Tarullo; Michael Gibson; Scott Alvarez
    Michael Hsu; April Snyder
    GS -FRSONLYWednesday, August 12, 2015 9:26:11 PM

    INTERNAL FR
    Not Responsive (internal Federal Reserve communications that do
    not reflect an external communication)

    I thought it worthwhile to let you know that GS has informed us that they do plan to go ahead with
    the GECC deposit acquisition application and that they expect the deal to be announced tomorrow
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication)

    (b)(4)

    tim

    (b)(8)

    From:
    To:
    Cc:
    Subject:
    Date:

    Susan Motyka
    Kathleen O"Day
    Michael Sexton
    RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE deposits
    Thursday, August 13, 2015 9:51:58 AM

    INTERNAL FR
    Yes, and we sent out an AI letter based on a deck and some emails.

    (b)(5) & (8)

    From: Kathleen O'Day


    Sent: Thursday, August 13, 2015 9:47 AM
    To: Susan Motyka <susan.e.motyka@frb.gov>; Jyoti Kohli <jyoti.kohli@frb.gov>
    Cc: Michael Sexton <michael.j.sexton@frb.gov>; Alison Thro <alison.m.thro@frb.gov>
    Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    My understanding is that there were discussions by GS with Board staff about this proposal before it
    was signed.
    From: Susan Motyka
    Sent: Wednesday, August 12, 2015 7:06 PM
    To: Jyoti Kohli <jyoti.kohli@frb.gov>
    Cc: Michael Sexton <michael.j.sexton@frb.gov>; Kathleen O'Day <kathleen.o'day@frb.gov>
    Subject: Re: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)
    From: Jyoti Kohli
    Sent: Wednesday, August 12, 2015 5:57 PM
    To: Susan Motyka
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
    communication)

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    From: Michael Hsu


    Sent: Wednesday, August 12, 2015 5:49 PM
    To: Jyoti Kohli <jyoti.kohli@frb.gov>; April Snyder <april.c.snyder@frb.gov>
    Subject: Re: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
    Not Responsive (internal Federal Reserve deliberative communications that
    do not reflect an external communication)

    From: Jyoti Kohli


    Sent: Wednesday, August 12, 2015 5:47 PM
    To: April Snyder; Michael Hsu
    Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do
    not reflect an external communication)

    From: April Snyder


    Sent: Wednesday, August 12, 2015 4:52 PM
    To: Jyoti Kohli <jyoti.kohli@frb.gov>
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    INTERNAL FR
    Not Responsive (internal Federal Reserve deliberative communications that do not
    reflect an external communication)

    From: Daniel Sullivan (FRS)


    Sent: Wednesday, August 12, 2015 4:51 PM
    To: Tim Clark <tim.p.clark@frb.gov>; April Snyder <april.c.snyder@frb.gov>; Rosanne Notaro (FRS)
    <Rosanne.Notaro@ny.frb.org>
    Cc: Bruce Richards (FRS) <Bruce.Richards@ny.frb.org>; Martha Cummings (FRS)
    <Martha.Cummings@ny.frb.org>
    Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits

    RESTRICTED-CONTROLLED FR
    Duplicate

    From: Sullivan, John M


    Sent: Wednesday, August 12, 2015 3:36 PM
    To: Walsh, Michael; Moy, William; Early, Brian; Sullivan, Daniel
    Subject: fyi....Project Apple -FRSONLY-

    Duplicate

    From: Parsons, Eric L


    Sent: Wednesday, 12 August, 2015 15:34
    To: NY FISG GE Capital Corp Team
    Subject: FW: Project Apple -FRSONLY-

    Duplicate

    From:
    To:
    Subject:
    Date:

    Michelle Smith
    Scott Alvarez; Michael Gibson; Darren Gersh; Eric Kollig
    Goldman Sachs -- GE
    Thursday, August 13, 2015 4:15:39 PM

    From: Siewert, Jake [mailto:Jake.Siewert@gs.com]


    Sent: Thursday, August 13, 2015 4:13 PM
    To: Michelle Smith <michelle.a.smith@frb.gov>
    Subject: Release

    GOLDMAN SACHS BANK USA TO ACQUIRE THE ONLINE DEPOSIT PLATFORM AND ASSUME
    THE DEPOSITS OF GE CAPITAL BANK
    Transaction Diversifies GS Banks Sources of Funding
    NEW YORK, August 13, 2015 Goldman Sachs Bank USA (GS Bank) announced today it has entered
    into an agreement with GE Capital Bank (GECB) to acquire GECBs online deposit platform and
    assume GECBs approximately $8 billion in online deposit accounts and $8 billion in brokered certificates
    of deposit for an expected total of approximately $16 billion of deposits at closing. GS Bank will acquire
    no financial assets in the transaction other than cash associated with the deposit liabilities.
    This transaction achieves greater funding diversification and strengthens the liquidity profile of GS Bank
    by providing an additional deposit gathering channel. The establishment of this channel represents the
    advancement of a key funding objective for the firm, said Liz Beshel Robinson, Treasurer of The
    Goldman Sachs Group, Inc.
    Scott Roberts, President of GECB, said: We are pleased to transition our depositor relationships to GS
    Bank, a large, stable institution with a focus on customer service. I am personally excited at the prospect
    of joining GS Bank, along with my team, to work towards a seamless transition of depositor accounts and
    to assist in managing the platform going forward. We look forward to welcoming and serving GECBs
    online deposit customers at GS Bank with the high standard of service they have come to expect. We
    also look forward to working with our new colleagues from GECB, said Esta Stecher, Chief Executive
    Officer of GS Bank.
    As part of the transaction, GS Bank will extend offers of employment to substantially all of GECBs
    employees dedicated to supporting the online deposit platform. As GECBs deposit platform is online
    only, the transaction does not include the purchase of any physical assets.
    Closing of the transaction is subject to regulatory approval.
    GS Bank is a New York State-chartered bank that is a wholly-owned, direct subsidiary of The Goldman
    Sachs Group, Inc. GS Bank is a member of the FDIC and Federal Reserve System and is subject to the
    regulation and supervision of the Federal Reserve, the New York State Department of Financial Services
    and the Consumer Financial Protection Bureau. GS Banks deposits are insured by the FDIC up to the
    maximum amount permitted by law. The Goldman Sachs Group, Inc. is a leading global financial
    services firm founded in 1869 and headquartered in New York.

    ###

    Media Contacts: Jake Siewert, 212-902-5400


    Investor Relations Contacts: Dane Holmes, 212-902-0300
    Goldman Sachs Bank USA 200 West Street New York, New York 10282

    ________________________________
    This e-mail may contain information that is confidential, privileged or otherwise protected from disclosure. If you are not an intended
    recipient of this e-mail, do not duplicate or redistribute it by any means. Please delete it and any attachments and notify the sender that
    you have received it in error. Unintended recipients are prohibited from taking action on the basis of information in this e-mail.
    E-mail messages may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be
    intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. If you are not comfortable with the
    risks associated with e-mail messages, you may decide not to use e-mail to communicate with Goldman Sachs.
    Goldman Sachs reserves the right, to the extent and under circumstances permitted by applicable law, to retain, monitor and intercept email messages to and from its systems. See the http://www.gs.com/disclaimer/afg/ for important information regarding this message and
    your reliance on information contained in it.

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Cabral, Jason J.
    Ivan Hurwitz (FRS)
    Rosanne Notaro (FRS); Brian Steffey (FRS); Vivian Liu (FRS); Daniel Sullivan (FRS); Cohen, H. Rodgin; Wiseman,
    Michael M.; Escue, Michael T.
    CONFIDENTIAL TREATMENT REQUESTED, Goldman Sachs Bank USA: Application Pursuant to the Bank Merger
    Act
    Wednesday, August 19, 2015 9:09:41 PM
    Goldman Sachs Bank USA Confidential Treatment Request (8.19.15).PDF
    SC1-#3930189-v1-Goldman_Sachs_Bank_USA_Bank_Merger_Act_Application_(8_19_15).PDF
    SC1-#3930262-v1-Goldman_Sachs_Bank_USA_Bank_Merger_Act_Application_Public_Redacted_Version.PDF
    SC1-#3929686-v4-Goldman_Sachs_Bank_USA_BMA_Application_Public_Exhibits.PDF
    SC1-#3929692-v4-Goldman_Sachs_Bank_USA_BMA_Application_Confidential_Exhibits.PDF

    CONFIDENTIAL TREATMENT REQUESTED

    The Boards Freedom of Information Office provided you with the


    attached confidential treatment request, public redacted version of the
    application, and public exhibits on September 3, 2015.

    Dear Mr. Hurwitz,


    On behalf of our client, Goldman Sachs Bank USA (GS Bank), we hereby respectfully submit a
    confidential application (the Application) pursuant to the Bank Merger Act with respect to GS
    Banks proposed acquisition by purchase and assumption of certain deposit liabilities and certain
    very limited non-financial assets of GE Capital Bank, a Utah state-chartered non-member industrial
    bank. In addition to the Application, attached please also find (i) a public redacted version of the
    Application, (ii) the public exhibits to the Application, and (iii) the confidential exhibits to the
    Application.
    We will have six copies (including an original copy) of the Application, redacted version of the
    Application, and the public and confidential exhibits thereto, delivered to your attention tomorrow.
    We hereby respectfully request that the Application and the confidential exhibits be treated
    confidentially for the reasons set forth in the attached cover letter.
    Regards,
    Jason Cabral
    Jason J. Cabral
    Sullivan & Cromwell LLP
    125 Broad Street
    New York, NY 10004
    Tel: (212) 558-7370
    Fax: (212) 291-9233
    cabralj@sullcrom.com

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    (b)(4)
    (b)(4)
    (b)(4)
    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)

    (b)(4)
    (b)(4)

    (b)(8)

    (b)(8)

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL EXHIBITS
    Confidential Exhibit 1

    Purchase and Assumption Agreement, dated as of August 13,


    2015, by and among GE Capital Bank, Goldman Sachs Bank USA,
    and General Electric Capital Corporation

    Confidential Exhibit 2

    Historical and Pro Forma Financial Information and Capital Ratios


    Reflecting the Proposed Transaction

    Confidential Exhibit 3

    Transition Services Agreement, dated as of August 13, 2015,


    between GE Capital Bank and Goldman Sachs Bank USA

    Confidential Exhibit 4

    Lease Agreement, dated as of August 13, 2015, between


    GE Capital Bank and Goldman Sachs Bank USA

    Confidential Exhibit 5

    Resolutions of the Boards of Directors of Goldman Sachs Bank


    USA and The Goldman Sachs Group, Inc.

    SC1:3929687.1

    CONFIDENTIAL TREATMENT REQUESTED

    CONFIDENTIAL EXHIBIT 1
    Purchase and Assumption Agreement, dated as of August 13, 2015, by and among
    GE Capital Bank, Goldman Sachs Bank USA, and General Electric Capital Corporation

    SC1:3929687.1

    CONFIDENTIAL TREATMENT REQUESTED

    PURCHASE AND ASSUMPTION AGREEMENT

    dated as of August 13, 2015


    by and between
    GE Capital Bank, as Seller,
    Goldman Sachs Bank USA, as Buyer
    and
    General Electric Capital Corporation, as Parent

    CONFIDENTIAL TREATMENT REQUESTED

    ARTICLE I DEFINITIONS ............................................................................................................2


    Section 1.01.

    Certain Defined Terms ...........................................................................2

    ARTICLE II PURCHASE AND SALE; CLOSING .......................................................................2


    Section 2.01.

    Purchase and Sale of Transferred Assets ...............................................2

    Section 2.02.

    Assignment of Certain Transferred Assets and Assumed


    Liabilities ...............................................................................................4

    Section 2.03.

    Closing ...................................................................................................5

    ARTICLE III ESTIMATED CLOSING PAYMENT; ADJUSTMENTS .......................................5


    Section 3.01.

    Payment at Closing; Certain Closing Deliverables ................................5

    Section 3.02.

    Estimated Closing Statement .................................................................5

    Section 3.03.

    Post-Closing Statements ........................................................................5

    Section 3.04.

    Reconciliation of Post-Closing Statements ............................................7

    Section 3.05.

    Post-Closing Adjustment .......................................................................8

    Section 3.06.

    Payments and Computations ..................................................................8

    Section 3.07.

    Proration .................................................................................................9

    Section 3.08.

    Allocation of Purchase Price ..................................................................9

    ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES ...............10


    Section 4.01.

    Incorporation and Qualification of Seller Parties ................................10

    Section 4.02.

    Authority of Seller Parties; Enforceability ..........................................10

    Section 4.03.

    No Conflict...........................................................................................10

    Section 4.04.

    Consents and Approvals ......................................................................11

    Section 4.05.

    Assumed Deposit Balances ..................................................................11

    Section 4.06.

    Absence of Certain Changes or Events ................................................11

    Section 4.07.

    Absence of Litigation ...........................................................................11

    Section 4.08.

    Compliance with Laws, Policies and Procedures; Permits ..................12

    Section 4.09.

    Intellectual Property .............................................................................12

    Section 4.10.

    Employment and Employee Benefits Matters .....................................14

    Section 4.11.

    Taxes ....................................................................................................16

    Section 4.12.

    Brokers .................................................................................................16

    Section 4.13.

    Title to Assets; Liens ...........................................................................16

    CONFIDENTIAL TREATMENT REQUESTED

    Section 4.14.

    Regulatory Matters...............................................................................16

    Section 4.15.

    Assumed Deposits ................................................................................17

    Section 4.16.

    Assumed Contracts ..............................................................................18

    Section 4.17.

    Transferred Assets ...............................................................................18

    Section 4.18.

    Records ................................................................................................18

    Section 4.19.

    Sufficiency of Assets ...........................................................................18

    Section 4.20.

    No Escheatable Deposits......................................................................19

    Section 4.21.

    No Other Representations or Warranties .............................................19

    ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ...................................19


    Section 5.01.

    Incorporation and Authority of Buyer .................................................19

    Section 5.02.

    No Conflict...........................................................................................20

    Section 5.03.

    Consents and Approvals ......................................................................20

    Section 5.04.

    Absence of Restraints; Compliance with Laws ...................................20

    Section 5.05.

    Brokers .................................................................................................20

    Section 5.06.

    Regulatory Matters...............................................................................20

    Section 5.07.

    Investigation .........................................................................................21

    ARTICLE VI ADDITIONAL AGREEMENTS ............................................................................22


    Section 6.01.

    Conduct of Business Before the Closing .............................................22

    Section 6.02.

    Transition of Deposit Platform; Access to Information;


    Employees ............................................................................................24

    Section 6.03.

    Confidentiality .....................................................................................25

    Section 6.04.

    Regulatory and Other Authorizations; Consents .................................26

    Section 6.05.

    Other Transaction Agreements ............................................................27

    Section 6.06.

    Cooperation ..........................................................................................28

    Section 6.07.

    Legacy Deposits; Brokered Sweeps.....................................................28

    Section 6.08.

    Lease ....................................................................................................28

    Section 6.09.

    Open Source Software .........................................................................28

    Section 6.10.

    Authentication ......................................................................................29

    Section 6.11.

    Certain Account Reviews ....................................................................29

    CONFIDENTIAL TREATMENT REQUESTED

    ARTICLE VII POST-CLOSING COVENANTS. ........................................................................29


    Section 7.01.

    Rights to Seller Names and Seller Marks ............................................29

    Section 7.02.

    Preservation of Books and Records; Access ........................................30

    Section 7.03.

    Notice to Government Authorities .......................................................31

    Section 7.04.

    Further Assurances...............................................................................31

    Section 7.05.

    Further Action Regarding Intellectual Property ..................................32

    ARTICLE VIII EMPLOYEE MATTERS .....................................................................................32


    ARTICLE IX TAX MATTERS.....................................................................................................32
    Section 9.01.

    Straddle Periods ...................................................................................32

    Section 9.02.

    Post-Closing Actions ...........................................................................33

    Section 9.03.

    Reliance on Past Practice or Information.............................................33

    Section 9.04.

    Transfer Taxes .....................................................................................33

    Section 9.05.

    Tax Cooperation...................................................................................33

    Section 9.06.

    Information Reports .............................................................................34

    Section 9.07.

    Survival ................................................................................................34

    ARTICLE X CONDITIONS TO CLOSING .................................................................................34


    Section 10.01.

    Conditions to Obligations of Seller .....................................................34

    Section 10.02.

    Conditions to Obligations of Buyer .....................................................35

    Section 10.03.

    Frustration of Closing Conditions........................................................36

    Section 10.04.

    Waiver of Closing Conditions .............................................................36

    ARTICLE XI TERMINATION .....................................................................................................37


    Section 11.01.

    Termination ..........................................................................................37

    Section 11.02.

    Notice of Termination ..........................................................................37

    Section 11.03.

    Effect of Termination ...........................................................................37

    ARTICLE XII INDEMNIFICATION ...........................................................................................38


    Section 12.01.

    Survival ................................................................................................38

    Section 12.02.

    Indemnification by Parent ....................................................................38

    Section 12.03.

    Indemnification by Buyer ....................................................................40

    Section 12.04.

    Notification of Claims..........................................................................40

    CONFIDENTIAL TREATMENT REQUESTED

    Section 12.05.

    Exclusive Remedies .............................................................................41

    Section 12.06.

    Additional Indemnification Provisions ................................................41

    Section 12.07.

    Mitigation .............................................................................................42

    Section 12.08.

    Limitation on Liability .........................................................................42

    Section 12.09.

    Tax Treatment of Payments .................................................................42

    ARTICLE XIII MISCELLANEOUS ............................................................................................42


    Section 13.01.

    Rules of Construction ..........................................................................42

    Section 13.02.

    Expenses ..............................................................................................44

    Section 13.03.

    Notices .................................................................................................44

    Section 13.04.

    Public Announcements ........................................................................45

    Section 13.05.

    Severability ..........................................................................................45

    Section 13.06.

    Assignment and Novation ....................................................................45

    Section 13.07.

    No Third-Party Beneficiaries ...............................................................46

    Section 13.08.

    Entire Agreement .................................................................................46

    Section 13.09.

    Amendments ........................................................................................46

    Section 13.10.

    Waiver ..................................................................................................46

    Section 13.11.

    Governing Law ....................................................................................47

    Section 13.12.

    Dispute Resolution; Consent to Jurisdiction ........................................47

    Section 13.13.

    Waiver of Jury Trial .............................................................................47

    Section 13.14.

    Admissibility into Evidence .................................................................48

    Section 13.15.

    Remedies; Specific Performance .........................................................48

    Section 13.16.

    Non-Recourse ......................................................................................48

    Section 13.17.

    Interest..................................................................................................49

    Section 13.18.

    Disclosure Schedules and Exhibits ......................................................49

    Section 13.19.

    Provision Respecting Legal Representation ........................................49

    Section 13.20.

    Privilege ...............................................................................................50

    Section 13.21.

    Counterparts .........................................................................................50

    CONFIDENTIAL TREATMENT REQUESTED

    EXHIBITS
    Exhibit A
    Exhibit B
    Exhibit C
    Exhibit D
    Exhibit E
    Exhibit F
    Exhibit G
    Exhibit H
    Exhibit I

    Definitions
    Intellectual Property Cross License Agreement
    Example Estimated Closing Statement
    Instrument of Assignment and Assumption
    Employee Matters Appendix
    Discounted Future Cash Flow Methodology
    Assumed Contracts
    List of Deposits Accounts
    Transferred Intellectual Property

    SCHEDULES
    Schedule 3.07(b)
    Schedule 4.03(iii)
    Schedule 4.04
    Schedule 4.05
    Schedule 4.06
    Schedule 4.07
    Schedule 4.08
    Schedule 4.09(a)(i)
    Schedule 4.09(a)(ii)
    Schedule 4.09(b)
    Schedule 4.09(c)
    Schedule 4.09(e)
    Schedule 4.09(h)
    Schedule 4.10(b)
    Schedule 4.10(d)
    Schedule 4.14(d)
    Schedule 4.14(f)
    Schedule 4.15
    Schedule 4.16
    Schedule 4.19
    Schedule 6.01
    Schedule 6.02(b)
    Schedule 10.01(b)

    Assumed Contracts to be Prorated


    Assumed Contracts Subject to Notice/Consent
    Consents and Approvals
    Assumed Deposit Balance
    Absence of Certain Changes or Events
    Absence of Litigation
    Compliance with Laws, Policies and Procedures; Permits
    Domain Names
    Registered Seller Intellectual Property
    Intellectual Property
    Ownership of Transferred Intellectual Property
    Open Source Included, Embedded or Incorporated in Transferred
    Software
    System Performance
    Employee and Business Plans
    Employment and Employee Benefits Matters
    Material Compliance with Policies and Procedures
    Data Breaches
    Assumed Deposits
    Other Material Contracts
    Sufficiency of Assets
    Conduct of Business Before the Closing
    Testing Request
    Government Approvals

    CONFIDENTIAL TREATMENT REQUESTED


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    CONFIDENTIAL EXHIBIT 2

    Historical and Pro Forma Financial Information and


    Capital Ratios Reflecting the Proposed Transaction

    SC1:3929687.1

    ProFormaCombinedBalanceSheet
    Unaudited($inmillionsexceptshareandpershareamounts)

    BalanceSheet
    Cash
    Securitiespurchasedunderagreementstoresell
    Loansreceivable,net
    Receivablesfromcustomersandcounterparties,brokers,dealersandclearingorganizations
    Financialinstrumentsowned,atfairvalue
    Otherassets
    Totalassets
    Deposits
    Securitiessoldunderagreementstorepurchase,atfairvalue
    Othersecuredfinancings
    Payablestocustomersandcounterparties,brokers,dealersandclearingorganizations
    Financialinstrumentssold,butnotyetpurchased,atfairvalue
    Subordinatedborrowings
    Otherliabilitiesandaccruedexpenses
    Shareholder'sequity(includescommonstock,parvalue$100pershare;80,000,000sharesauthorized,
    issuedandoutstandingasofJune2015)
    Totalliabilitiesandshareholder'sequity
    1.

    GSBankUSA

    GEBank

    Adjustments
    ProForma
    Adjustments

    June30,20151

    June30,2015

    June30,2015

    (b)(4)

    (b)(4) A

    ProForma
    Combined
    June30,2015

    (b)(4)

    June30,2015unauditedbalancesheetpreparedunderUSGAAP.TotalassetsandtotalliabilitiesreportedonourJune30,2015CallReportasreferencedintheapplicationarehigherby$32
    millionrelatedtotheclassificationofthefairvalueofcertainlendingcommitmentspursuanttothecallreportreportingguidelines.

    (A)
    (B)
    (C)
    (D)
    (E)
    (F)

    (b)(4)

    ForecastedProFormaCombinedBalanceSheet
    Unaudited($inmillionsexceptshareandpershareamounts)
    ProFormaCombined
    December31,2015
    BalanceSheet
    Cash
    Securitiespurchasedunderagreementstoresell
    Loansreceivable,net
    Receivablesfromcustomersandcounterparties,brokers,dealersandclearingorganizations
    Financialinstrumentsowned,atfairvalue
    Otherassets
    Totalassets

    (b)(4)

    (A)

    (b)(4)

    (A)

    (B)

    Deposits
    Securitiessoldunderagreementstorepurchase,atfairvalue
    Othersecuredfinancings
    Payablestocustomersandcounterparties,brokers,dealersandclearingorganizations
    Financialinstrumentssold,butnotyetpurchased,atfairvalue
    Subordinatedborrowings
    Otherliabilitiesandaccruedexpenses
    Shareholder'sequity(includescommonstock,parvalue$100pershare;80,000,000sharesauthorized,issuedandoutstanding)
    Totalliabilitiesandshareholder'sequity
    (A)
    (B)
    (C)
    (D)
    (E)
    (F)

    ProFormaCombined
    December31,2016

    (b)(4)

    (C)

    (C)
    (D)

    (E)
    (F)

    (E)
    (F)

    ForecastedProFormaCombinedIncomeStatement
    Unaudited($inmillions)
    YearEndedDecember
    2015
    2016

    (b)(4)

    InterestIncome
    InterestExpense
    NetInterestIncome
    GainsandLossesfromfinancialinstruments
    Otherrevenues
    Totalnoninterestrevenues
    Netrevenues,includingnetinterestincome

    Operatingexpenses
    Pretaxearnings
    Provisionfortaxes
    Netearnings

    (A)
    (B)
    (C)

    (A)
    (B)

    (b)(4)

    (A)
    (B)

    (C)

    (b)(4)

    ForecastedProFormaCombinedCapitalRatios
    Actual
    $millions
    CommonEquityTier1("CET1")

    ProFormaCombined

    2Q15

    4Q15

    21,988

    

    Tier1Capital

    21,988

    

    SubordinatedDebt
    ALLL
    Tier2capital

     2,000
     222
    2,222

    
    
    

    TotalCapital
    TotalRiskWeightedAssets
    AverageAdjustedAssets

    24,210
    208,221
    129,147

    
    
    

    CET1ratio
    Tier1capitalratio
    Totalcapitalratio
    Tier1leverageratio

    10.6%
    10.6%
    11.6%
    17.0%

    (b)(4)

    4Q16

    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL EXHIBIT 3

    Transition Services Agreement, dated as of August 13, 2015, between


    GE Capital Bank and Goldman Sachs Bank USA

    SC1:3929687.1

    CONFIDENTIAL TREATMENT REQUESTED

    CONFIDENTIAL
    EXECUTION COPY

    DATED AUGUST 13, 2015

    General Electric Capital Corporation

    (GECC),
    and
    Goldman Sachs Bank USA

    (Company)

    __________________________________________________

    TRANSITIONAL SERVICES AGREEMENT


    __________________________________________________

    Confidential

    CONFIDENTIAL TREATMENT REQUESTED


    TABLE OF CONTENTS
    Page

    1.

    2.

    3.

    4.

    5.

    6.

    7.

    Transitional Arrangements ................................................................................................................ 2


    1.1
    GECC Transitional Arrangements ..................................................................................... 2
    1.2
    Reserved ............................................................................................................................ 2
    1.3
    Supplier and Recipient Roles ............................................................................................. 2
    Obligations of the Suppliers and the Recipients ............................................................................... 2
    2.1
    Limitation on the Obligations of the Suppliers .................................................................. 2
    2.2
    Changes to Pre-Closing Form ............................................................................................ 4
    2.3
    Dependencies ..................................................................................................................... 5
    2.4
    General Obligations of a Recipient .................................................................................... 6
    2.5
    Project Services.................................................................................................................. 7
    2.6
    Changes to Systems of the Recipient that Impact on a Transitional Arrangement ............ 7
    2.7
    Third Party and Government Authority Approvals ........................................................... 8
    2.8
    Rectification ....................................................................................................................... 9
    2.9
    Screening Tests .................................................................................................................. 9
    Security and Access to Systems .......................................................................................................... 9
    3.1
    Applies to GECC IT Application Services and GECC IT Support Services ..................... 9
    3.2
    Access to Systems .............................................................................................................. 9
    3.3
    Security in General .......................................................................................................... 10
    3.4
    Access Security ................................................................................................................ 10
    3.5
    Compliance with Directions, Policies and Procedures .................................................... 11
    3.6
    No Damage to Systems .................................................................................................... 11
    3.7
    Revocation of Access....................................................................................................... 11
    Data Separation ................................................................................................................ 12
    3.8
    3.9
    General Restrictions ......................................................................................................... 12
    Facilities.............................................................................................................................................. 12
    4.1
    Access .............................................................................................................................. 13
    4.2
    Ancillary Services Relating to Facilities.......................................................................... 13
    4.3
    Vacating Facilities ........................................................................................................... 14
    4.4
    Compliance ...................................................................................................................... 14
    Variations ........................................................................................................................................... 14
    5.1
    Variation Proposals .......................................................................................................... 14
    5.2
    Good Faith Consideration to Proposals ........................................................................... 14
    5.3
    Giving Effect to a Variation............................................................................................. 14
    5.4
    Variations Required by Law ............................................................................................ 15
    Governance Framework ................................................................................................................... 15
    6.1
    Overview.......................................................................................................................... 15
    6.2
    Finalize Schedule 1 .......................................................................................................... 15
    6.3
    Steering Committee ......................................................................................................... 15
    6.4
    Initial Representatives...................................................................................................... 16
    6.5
    Replacement of a Steering Committee member .............................................................. 16
    6.6
    Meetings of the Steering Committee ............................................................................... 16
    6.7
    Powers of the Steering Committee .................................................................................. 16
    6.8
    Executive Sponsor ........................................................................................................... 16
    Transition Plan .................................................................................................................................. 17
    The Recipient to Prepare and Share the Transition Plan ................................................. 17
    7.1
    7.2
    Level of Detail in Transition Plan.................................................................................... 17
    7.3
    Locking Down the Transition Plan .................................................................................. 17
    7.4
    Executing the Transition Plan .......................................................................................... 17
    7.5
    Adjusting the Transition Plan .......................................................................................... 17
    7.6
    Monitoring the Progress of the Transition Plan ............................................................... 18
    7.7
    Failure to Perform under the Transition Plan .................................................................. 18
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    9.

    10.

    11.

    12.

    13.

    14.

    15.

    7.8
    The Transition Plan Responsibility.................................................................................. 18
    Charges ............................................................................................................................................... 18
    8.1
    General ............................................................................................................................. 18
    8.2
    Invoicing for and Payment of Charges ............................................................................ 19
    8.3
    Reserved .......................................................................................................................... 19
    8.4
    Default Interest and Disputed Invoices ............................................................................ 19
    8.5
    Late invoicing .................................................................................................................. 19
    8.6
    Taxes ................................................................................................................................ 19
    Agreement Term, Transition Period and Termination ................................................................. 20
    9.1
    Agreement Term .............................................................................................................. 20
    9.2
    Extension of Transition Period ........................................................................................ 20
    9.3
    Right to Terminate a Transitional Arrangement for Convenience .................................. 21
    9.4
    Right to Terminate for Breach or Insolvency .................................................................. 21
    9.5
    Effect of Termination of a Transitional Arrangement ..................................................... 22
    9.6
    Effect of Termination of the Agreement .......................................................................... 22
    Intellectual Property Rights ............................................................................................................. 23
    10.1
    Post-Closing IP Rights ..................................................................................................... 23
    10.2
    Ownership of IP Rights not Affected by License Grants................................................. 23
    10.3
    Limited IP Warranty for Recipient .................................................................................. 23
    10.4
    Limited IP Indemnity for Supplier................................................................................... 24
    Confidentiality ................................................................................................................................... 24
    Restrictions on Use or Disclosure of Confidential Information ...................................... 24
    11.1
    Permitted Disclosure ........................................................................................................ 24
    11.2
    11.3
    Notification of Confidentiality......................................................................................... 25
    11.4
    Protection of Confidential Information ............................................................................ 25
    11.5
    Allocation of Confidential Information ........................................................................... 25
    11.6
    Data Export ...................................................................................................................... 26
    11.7
    Delivery of Materials ....................................................................................................... 26
    11.8
    No Sunset ......................................................................................................................... 26
    11.9
    Injunctive Relief .............................................................................................................. 26
    11.10
    Data Protection ................................................................................................................ 26
    Limitation of Liability ....................................................................................................................... 28
    12.1
    Liability Caps................................................................................................................... 28
    12.2
    Liability Exclusions ......................................................................................................... 28
    12.3
    Carve-outs for Liability Regime ...................................................................................... 28
    12.4
    Liability............................................................................................................................ 29
    12.5
    Failure to give Notice ...................................................................................................... 29
    12.6
    Duty to Mitigate ............................................................................................................... 29
    Force Majeure Events ....................................................................................................................... 29
    13.1
    No Party Responsible for Force Majeure Events ............................................................. 29
    13.2
    Notice ............................................................................................................................... 29
    13.3
    Liability to pay Charges ................................................................................................... 29
    Notices ................................................................................................................................................ 30
    14.1
    Notices in Writing ............................................................................................................ 30
    Address ............................................................................................................................ 30
    14.2
    14.3
    Duly Given When ............................................................................................................ 30
    14.4
    Outside Working Hours ................................................................................................... 31
    14.5
    Certain Notices not to be Emailed ................................................................................... 31
    Dispute Resolution ............................................................................................................................. 31
    15.1
    Commercially Reasonable Efforts ................................................................................... 31
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    16.

    17.

    15.2
    Escalation Meeting .......................................................................................................... 31
    15.3
    Reference to Arbitration .................................................................................................. 31
    15.4
    Arbitration Rules.............................................................................................................. 32
    15.5
    Language of Proceedings ................................................................................................. 32
    15.6
    Place of Arbitration .......................................................................................................... 32
    15.7
    Constitution of the Arbitral Tribunal ............................................................................... 32
    15.8
    Qualifications of Arbitrators ............................................................................................ 32
    15.9
    Arbitration Process .......................................................................................................... 32
    15.10
    Arbitration Award to be Final and Binding ..................................................................... 33
    15.11
    Enforcement of Arbitration Awards ................................................................................ 33
    15.12
    Extension of Transition Period ........................................................................................ 33
    General ............................................................................................................................................... 33
    16.1
    Entire Agreement ............................................................................................................. 33
    16.2
    Assignment and Transfer ................................................................................................. 34
    16.3
    Costs and Expenses .......................................................................................................... 34
    16.4
    Counterparts ..................................................................................................................... 34
    16.5
    Amendments .................................................................................................................... 35
    16.6
    Waivers ............................................................................................................................ 35
    16.7
    Severability ...................................................................................................................... 35
    16.8
    Relationship of the Parties ............................................................................................... 35
    Governing Law ................................................................................................................ 36
    16.9
    16.10
    Failure or Delay in Exercising Rights .............................................................................. 36
    Binding Effect .................................................................................................................. 36
    16.11
    Remedies Not Exclusive .................................................................................................. 36
    16.12
    16.13
    No Rights of Third Parties ............................................................................................... 36
    16.14
    Waiver of Jury Trial ......................................................................................................... 36
    16.15
    Non-Recourse .................................................................................................................. 37
    16.16
    Disclaimer of Warranties ................................................................................................. 37
    Definitions and Interpretation ......................................................................................................... 37
    17.1
    Defined Terms ................................................................................................................. 37
    17.2
    References to Certain General Terms .............................................................................. 44
    17.3
    Construction ..................................................................................................................... 45
    17.4
    Headings .......................................................................................................................... 45
    17.5
    Schedules ......................................................................................................................... 46
    17.6
    Inconsistency ................................................................................................................... 46
    17.7
    Relationship with Purchase Agreement ........................................................................... 46

    SCHEDULES
    Schedule 1: Description of Services
    Schedule 2: Excluded Services
    Schedule 3: Form of Notice of Variation
    Schedule 4: Facilities
    Schedule 5: Declined Services

    iii

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    Confidential

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    CONFIDENTIAL EXHIBIT 4

    Lease Agreement, dated as of August 13, 2015, between


    GE Capital Bank and Goldman Sachs Bank USA

    SC1:3929687.1

    CONFIDENTIAL TREATMENT REQUESTED


    EXECUTION VERSION
    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED


    (b)(4)

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    (b)(4)

    Exhibit A

    CONFIDENTIAL TREATMENT REQUESTED


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    (b)(4)

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    CONFIDENTIAL EXHIBIT 5

    Resolutions of the Boards of Directors of Goldman Sachs Bank USA and The Goldman Sachs
    Group, Inc.

    SC1:3929687.1

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL

    Approval of Deposit Transaction with GE Capital Bank


    WHEREAS, a transaction has been proposed for consideration by the Board involving
    the assumption by Goldman Sachs Bank USA of the deposits and deposit platform of GE
    Capital Bank (GECB).

    NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board deems it advisable


    and in the best interests of the Corporation and its shareholders that the following transaction
    and actions be, and they hereby are, authorized and approved as set forth in the following
    resolutions.

    RESOLVED, that the acquisition of the GECB deposits and deposit platform (the
    Transaction), be and hereby is, approved on substantially the same terms and conditions
    presented to the Board for consideration at this meeting and attached to these resolutions as
    Annex A, with such immaterial changes or amendments thereto as any Authorized Person
    considers necessary, desirable or appropriate, subject in the case of any material changes or
    amendments to the approval of the Special Committee.

    RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,


    execute (if applicable) and deliver such contracts, agreements or other documents, including
    without limitation any Asset Purchase Agreement, Transition Services Agreement and any
    annexes, exhibits and schedules thereto and any related forms and other materials, providing
    for the Transaction as any Authorized Person considers necessary, desirable or appropriate,
    such necessity, desirability or appropriateness to be evidenced conclusively by execution or
    delivery thereof, and to take such other actions in connection therewith as any such Authorized
    Person considers necessary, desirable or appropriate.

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL

    RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,


    execute (if applicable) and deliver any contract, agreement or other document, including making
    or submitting any regulatory filing, notice or request for approval as any Authorized Person
    considers necessary, desirable or appropriate in connection with the Transaction, such
    necessity, desirability or appropriateness to be evidenced conclusively by execution, delivery,
    filing or submission thereof, and to take such other actions in connection therewith as any such
    Authorized Person considers necessary, desirable or appropriate.

    Formation of Special Committee

    RESOLVED, that a special committee of the Board (the Special Committee)


    hereinafter designated be, and it hereby is, appointed to take certain actions in connection with
    the Transaction and related matters as set forth below.

    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL

    (b)(4)

    (b)(4)

    Implementation

    RESOLVED, that each Authorized Person is authorized and directed to take or authorize
    or cause to be taken any and all actions as such person considers necessary, desirable or
    appropriate to carry out all of the actions and transactions authorized at this meeting and any
    action or transaction reasonably related thereto, including executing any contract, agreement or
    other document in connection with the Transaction or any related transaction, effecting any
    amendment, modification or supplement to any such contract, agreement or other document,
    and the consummation of the Transaction or any related transaction, obtaining all permits,
    authorizations, orders and approvals and making any regulatory filings required as a condition
    or necessary, advisable or appropriate to effect the Transaction or any related transaction,
    forming or liquidating such subsidiaries as may be necessary, desirable or appropriate to
    consummate the Transaction or any related transaction, paying or causing to be paid any fees
    and expenses, and approving, as a stockholder, officer, director or member of any entity, the
    Transaction or any related transaction.

    CONFIDENTIAL TREATMENT REQUESTED


    CONFIDENTIAL

    RESOLVED, that the taking of any action by any Authorized Person shall be conclusive
    evidence that such action was deemed to be necessary, desirable or appropriate by such
    person and no further evidence of such determination shall be necessary for the purposes of
    these Resolutions.

    Ratification of Past Action

    RESOLVED, that any actions taken by, with the authorization of or at the direction of any
    Authorized Person prior to the date hereof which action would have been authorized by the
    foregoing resolutions had such action been taken after the date hereof, be and the same are
    hereby ratified, confirmed and approved in all respects.

    Authorized Persons

    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED

    Annex A
    SUMMARY OF CERTAIN DEAL TERMS

    Purchasers: The Goldman Sachs Group, Inc. and its affiliates

    Sellers: GE Capital Bank (GECB) and its affiliates

    Transaction Structure: Asset purchase and deposit assumption agreement.

    Assumed Liabilities: Purchasers will assume all deposit liabilities of GECB, including
    GECBs retail online savings deposits, retail online certificates of deposit, brokered
    certificates of deposit (excluding brokered certificates of deposit originated after May 31,
    2015), and certain certificates of deposit originated prior to June 2013 that are not
    online, outstanding at the Closing.

    Purchased Assets: Purchasers will assume the mutually agreed technology and other
    tangible and intangible assets owned by Sellers and used by Sellers to manage their
    retail online bank deposit offering and contracts related thereto (the Platform).
    Purchasers will also assume cash equal to the fair value of the acquired deposit
    liabilities less the Purchase Price at the time of the Transactions closing (the Closing)
    (b)(4)
    (such cash, together with the Platform, the Purchased Assets).
    (b)(4)

    o
    o
    o

    x
    x

    Excluded Liabilities: Purchasers will not assume any pre-Closing liabilities or any
    other liabilities other than:
    o

    any specifically agreed liabilities to the extent arising from ownership of the
    Purchased Assets; and

    the Assumed Liabilities.


    (b)(4)

    Representations, Warranties, and Indemnification: Sellers will provide customary


    representations and warranties, which will be supported by a customary indemnity
    package.

    CONFIDENTIAL TREATMENT REQUESTED

    Transition Arrangements: Purchasers and Sellers will use commercially reasonable


    efforts to transition the Platform to Purchasers so that it is operational in all material
    respects on Purchasers systems as of the Closing (subject to regulatory compliance).
    o

    (b)(4)

    Transition Services Agreement:

    Pre-Closing Conduct of Business: Sellers will maintain and support the retail deposit
    (b)(4)
    Platform in the ordinary course, consistent with past practice
    , between signing
    and Closing.

    Regulatory Approvals: Purchasers and Sellers, as required, will file applications for all
    regulatory approvals within (b)(4) business days after signing and to use reasonable best
    efforts to obtain such approvals.

    (b)(4)

    (b)(4)

    o
    x

    Conditions to Closing: The following conditions, among others, must be satisfied prior
    to Closing of the asset purchase:
    o

    Receipt of all regulatory approvals (including from antitrust regulators (to the
    extent necessary), the Federal Reserve, the New York Department of Financial
    Services, and the Utah Department of Financial Institutions); and
    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED


    APPROVAL OF ACQUISITION BY PURCHASE AND ASSUMPTION OF CERTAIN ASSETS
    AND CERTAIN DEPOSIT LIABILITIES OF GE CAPITAL BANK
    WHEREAS, a transaction has been proposed for consideration by the Board of Directors
    of Goldman Sachs Bank USA (the Bank) involving the acquisition by purchase and
    assumption of certain assets and certain deposit liabilities (the Purchase and Assumption) of
    GE Capital Bank, a Utah state-chartered industrial bank (the Seller).
    NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board of Directors deems it
    advisable and in the best interests of the Bank and its sole shareholder that the following
    transactions and actions be, and they hereby are, authorized and approved as set forth in the
    following resolutions.
    RESOLVED, that the Purchase and Assumption by the Bank of certain of the Sellers
    assets and deposit liabilities be, and it hereby is, approved on substantially the same terms and
    conditions presented to the Board of Directors at this meeting and attached as Annex A hereto,
    with such immaterial amendments, additions, changes and deletions thereto that any Authorized
    Person (as defined below) considers necessary, desirable or appropriate in approving the final
    terms and conditions, subject in the case of any material changes or amendments to the
    approval of the Special Committee.
    RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,
    execute (if applicable) and deliver such contracts, agreements or other documents, including
    without limitation any purchase and assumption agreement, transition services agreement, and
    any annexes, exhibits and schedules thereto and any related forms and other materials,
    providing for the Purchase and Assumption as any Authorized Person considers necessary,
    desirable or appropriate, such necessity, desirability or appropriateness to be evidenced
    conclusively by execution or delivery thereof, and to take such other actions in connection
    therewith as any such Authorized Person considers necessary, desirable or appropriate.
    RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,
    execute (if applicable) and deliver any contract, agreement or other document, including making
    or submitting any regulatory filing, notice or request for approval, including without limitation (i)
    the application pursuant to the Bank Merger Act to the Board of Governors of the Federal
    Reserve System, (ii) the application pursuant to Section 601-a(1)(g) of the New York Banking
    Law to the New York State Department of Financial Services, (iii) the application pursuant to
    Sections 7-1-703 and 7-1-705 of the Utah Code to the Utah Department of Financial Institutions,
    and (iv) any other application or notice with the New York State Department of Financial
    Services, the Federal Reserve Bank of New York, the Board of Governors of the Federal
    Reserve System, the Utah Department of Financial Institutions or any other governmental or
    regulatory authority, as any Authorized Person considers necessary, desirable or appropriate in
    connection with the Purchase and Assumption, such necessity, desirability or appropriateness
    to be evidenced conclusively by execution, delivery, filing or submission thereof, and to take
    such other actions in connection therewith as any such Authorized Person considers necessary,
    desirable or appropriate.
    Formation of Special Committee
    RESOLVED, that a special committee of the Board (the Special Committee)
    hereinafter designated be, and it hereby is, appointed to take certain actions in connection with
    the Purchase and Assumption and related matters as set forth below.

    CONFIDENTIAL TREATMENT REQUESTED


    (b)(4)

    (b)(4)

    Implementation
    RESOLVED, that each Authorized Person is authorized and directed to take or authorize
    or cause to be taken any and all actions as such person considers necessary, desirable or
    appropriate to carry out all of the actions and transactions authorized at this meeting and any
    action or transaction reasonably related thereto, including executing any contract, agreement or
    other document in connection with the Purchase and Assumption or any related transaction,
    effecting any amendment, modification or supplement to any such contract, agreement or other
    document, and the consummation of the Purchase and Assumption or any related transaction,
    obtaining all authorizations, orders and approvals required as a condition or necessary,
    desirable or appropriate to effect the Purchase and Assumption or any related transaction,
    paying or causing to be paid any fees and expenses, and approving, as a stockholder, officer,
    director or member of any entity, the Purchase and Assumption or any related transaction.
    RESOLVED, that the taking of any action by any Authorized Person shall be conclusive
    evidence that such action was deemed to be necessary, desirable or appropriate by such
    person and no further evidence of such determination shall be necessary for the purposes of
    these Resolutions.
    Ratification of Past Actions
    RESOLVED, that any actions taken by, with the authorization of or at the direction of any
    Authorized Person prior to the date hereof which action would have been authorized by the
    foregoing Resolutions had such action been taken after the date hereof, be and the same are
    hereby ratified, confirmed and approved in all respects.
    Authorized Persons

    CONFIDENTIAL TREATMENT REQUESTED


    (b)(4)

    CONFIDENTIAL TREATMENT REQUESTED


    Annex A
    SUMMARY OF CERTAIN DEAL TERMS
    x

    Purchasers: The Goldman Sachs Group, Inc. and its affiliates

    Sellers: GE Capital Bank (GECB) and its affiliates

    Transaction Structure: Asset purchase and deposit assumption agreement.

    Assumed Liabilities: Purchasers will assume all deposit liabilities of GECB, including
    GECBs retail online savings deposits, retail online certificates of deposit, brokered
    certificates of deposit (excluding brokered certificates of deposit originated after May 31,
    2015), and certain certificates of deposit originated prior to June 2013 that are not
    online, outstanding at the Closing.

    Purchased Assets: Purchasers will assume the mutually agreed technology and other
    tangible and intangible assets owned by Sellers and used by Sellers to manage their
    retail online bank deposit offering and contracts related thereto (the Platform).
    Purchasers will also assume cash equal to the fair value of the acquired deposit
    liabilities less the Purchase Price at the time of the Transactions closing (the Closing)
    (b)(4)
    (such cash, together with the Platform, the Purchased Assets).
    (b)(4)

    o
    o
    o

    Excluded Liabilities: Purchasers will not assume any pre-Closing liabilities or any
    other liabilities other than:
    o

    any specifically agreed liabilities to the extent arising from ownership of the
    Purchased Assets; and

    the Assumed Liabilities.


    (b)(4)

    Representations, Warranties, and Indemnification: Sellers will provide customary


    representations and warranties, which will be supported by a customary indemnity
    package.

    Transition Arrangements: Purchasers and Sellers will use commercially reasonable


    efforts to transition the Platform to Purchasers so that it is operational in all material
    respects on Purchasers systems as of the Closing (subject to regulatory compliance).

    CONFIDENTIAL TREATMENT REQUESTED


    o

    (b)(4)

    Transition Services Agreement:

    Pre-Closing Conduct of Business: Sellers will maintain and support the retail deposit
    (b)(4)
    Platform in the ordinary course, consistent with past practice
    between signing
    and Closing.

    Regulatory Approvals: Purchasers and Sellers, as required, will file applications for all
    regulatory approvals within five business days after signing and use reasonable best
    efforts to obtain such approvals.

    (b)(4)

    (b)(4)

    o
    x

    Conditions to Closing: The following conditions, among others, must be satisfied prior
    to Closing of the asset purchase:
    o

    Receipt of all regulatory approvals (including from antitrust regulators (to the
    extent necessary), the Federal Reserve, the New York Department of Financial
    Services, and the Utah Department of Financial Institutions); and
    (b)(4)

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Cabral, Jason J.
    Hurwitz, Ivan
    Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.
    Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice
    Wednesday, August 19, 2015 9:39:27 AM
    SC1-#3898889-v3-FRB_Public_Exhibit_-_Newspaper_Notice.pdf

    Ivan,
    Further to Mikes voicemail, Goldman Sachs Bank USA intends to file today their application
    pursuant to the Bank Merger Act in connection with the recently announced proposed deposit
    assumption transaction with GE Capital Bank. Attached is the newspaper notice which follows the
    Federal Reserves form on its website. We intend to publish notice in the New York Post (head
    office of GS Bank) and the Salt Lake Tribune (head office of GE Bank) on August 20, August 27 and
    September 19. We will submit affidavits of publication as soon as they become available.
    Regards,
    Jason
    Jason J. Cabral
    Sullivan & Cromwell LLP
    125 Broad Street
    New York, NY 10004
    Tel: (212) 558-7370
    Fax: (212) 291-9233
    cabralj@sullcrom.com

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    Notice of Application by Goldman Sachs Bank USA for the Acquisition by Purchase and
    Assumption of Certain Deposit Liabilities and Certain Very Limited Non-Financial Assets
    of GE Capital Bank
    Goldman Sachs Bank USA, a New York state-chartered member bank headquartered at 200
    West Street, New York, New York 10282 (GS Bank), has applied to the Federal Reserve
    Board (Board) pursuant to the Bank Merger Act, 12 U.S.C. 1828(c), for permission to
    acquire by purchase and assumption certain deposit liabilities and certain very limited nonfinancial assets of GE Capital Bank, a Utah state-chartered non-member industrial bank
    headquartered at 6510 Millrock Drive, Suite #200, Holladay, Utah 84121. The Board will
    consider a number of factors in deciding whether to approve the application, including the record
    of performance of applicant banks in helping to meet local credit needs.
    You are invited to submit comments in writing to this application to the Federal Reserve Bank of
    New York (the Reserve Bank), Attention: Bank Applications Officer, 33 Liberty Street, New
    York, NY 10045, or via email: comments.applications@ny.frb.org. The comment period will not
    end before September 19, 2015, and may be somewhat longer. The Boards procedures for
    processing applications may be found at 12 C.F.R. Part 262. Procedures for processing protested
    applications may be found at 12 C.F.R. 262.25. If you need more information about how to
    submit your comments on community affairs aspects of the application or to obtain copies of
    relevant procedures contact Ms. Claire Kramer, Community Affairs, (212) 720-5371; other
    questions, including those relating to general procedures, should be directed to Mr. Ivan J.
    Hurwitz, Vice President, Bank Applications Function, (212) 720-5885. The Board will consider
    your comments and any request for a public meeting or formal hearing on the application if they
    are received in writing by the Reserve Bank on or before the last day of the comment period.

    From:
    To:
    Cc:
    Subject:
    Date:

    Cabral, Jason J.
    Hurwitz, Ivan
    Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.; Steffey, Brian; Liu, Vivian
    RE: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice
    Wednesday, August 19, 2015 11:48:26 AM

    Ivan,
    No need to return our call, we just wanted to post you. Thank you for getting back to us and we will
    be in touch. Have a nice day.
    Regards,
    Jason

    From: Hurwitz, Ivan [mailto:ivan.hurwitz@ny.frb.org]


    Sent: Wednesday, August 19, 2015 11:20 AM
    To: Cabral, Jason J.
    Cc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.; Steffey, Brian; Liu, Vivian
    Subject: RE: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice

    Got it, thanks. Do you and Mike need me to return your call, or are you all set?

    -Ivan

    From: Cabral, Jason J. [mailto:Cabralj@sullcrom.com]


    Sent: Wednesday, August 19, 2015 9:37 AM
    To: Hurwitz, Ivan
    Cc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.
    Subject: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice

    This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
    contain confidential or proprietary information. If you are not the intended recipient, immediately
    contact the sender by reply e-mail and destroy all copies of the original message.

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
    immediately.

    From:
    To:
    Cc:
    Bcc:
    Subject:
    Date:

    Notaro, Rosanne
    "tom.riggs@gs.com"; Sullivan, Daniel
    "Una.Neary@gs.com"; "Rosemary.Spaziani@gs.com"
    Notaro, Rosanne
    Re:
    Thursday, August 20, 2015 6:44:32 PM

    Tom - yes, thanks. Jason Cabral of S/C kindly copied us directly. Thanks for the offer to call you
    directly with questions.
    RN
    From: Riggs, Tom [mailto:tom.riggs@gs.com]
    Sent: Thursday, August 20, 2015 06:31 PM
    To: Sullivan, Daniel; Notaro, Rosanne
    Cc: Neary, Una <Una.Neary@gs.com>; Spaziani, Rosemary <Rosemary.Spaziani@gs.com>
    Subject:
    Wanted to make sure you were aware that we filed our bank merger application for the GE transaction late
    yesterday. Happy to discuss.
    TR
    NOTICE TO RECIPIENTS: The information contained in and accompanying this communication may be confidential, subject to legal
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    the contents to you.

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Lisa Brannon (FRS)


    escuem@sullcrom.com
    Vivian Liu (FRS); Brian Steffey (FRS)
    Acknowledgement - Goldman Sachs Bank - GE Capital Bank
    Monday, August 31, 2015 3:58:08 PM
    ACK_GS-GE Capital Bank.pdf

    Please see the attached letter acknowledging your notice by Goldman Sachs Bank USA, New York, New
    York, to purchase certain non-financial assets and assume certain deposit liabilities of GE Capital Bank,
    Hollady, Utah. If you have any questions, please contact Vivian Liu, at (212) 720-2701 and Brian Steffey,
    at (212) 720-6515.

    From:
    Sent:
    To:
    Subject:

    Tim Clark
    Thursday, September 03, 2015 10:15 AM
    Schwartz, Harvey
    RE: vmail/follow-up

    2worksforme.
    
    
    From:Schwartz,Harvey[mailto:harvey.schwartz@gs.com]
    Sent:Thursday,September03,201510:14AM
    To:TimClark<tim.p.clark@frb.gov>
    Subject:RE:vmail/followup
    Imaroundotherthannoonto130.Havetostepoutforalunch.Callasconvenient.Ihavemeetingsbutmyassistant
    willinterrupt.
    
    Ifyouhadasenseofwhenyoumightcallletmeknow.
    
    Talklater.
    
    TheGoldmanSachsGroup,Inc.Allrightsreserved.
    Seehttp://www.gs.com/disclaimer/global_emailforimportantriskdisclosures,conflictsofinterestandothertermsandconditionsrelatingtothisemailandyourrelianceoninformation
    containedinit.Thismessagemaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleaseadviseusimmediatelyanddeletethismessage.See
    http://www.gs.com/disclaimer/emailforfurtherinformationonconfidentialityandtherisksofnonsecureelectroniccommunication.Ifyoucannotaccesstheselinks,pleasenotifyusby
    replymessageandwewillsendthecontentstoyou.

    
    From: Tim Clark [mailto:tim.p.clark@frb.gov]
    Sent: Thursday, September 03, 2015 10:11 AM
    To: Schwartz, Harvey [Fin]
    Subject: Re: vmail/follow-up

    Harveytheweekof914i'mtraveling.Wemaybeabletodiscussonaconferencecallthough.Iwill
    callyouabitlatertoday.Anytimeparticularlyworseforyouthantheothers?
    Thanks
    Tim
    
    SentfrommyBlackBerry10smartphone.
    From: Schwartz, Harvey
    Sent: Thursday, September 3, 2015 10:07 AM
    To: Tim Clark
    Subject: vmail/follow-up
    Tim,
    
    Thanksagainformeetingwithustheotherday.Appreciateyoutakingthetime.
    
    (b)(8)
    Leftyouavmailearlierandjustwantedtoagreeonfollowupwithyoudirectlyon
    .Idpropose
    tryingtogetonyourcalendarduringtheweekofthe14thorwheneveryourcalendarpermitsafterthe14th.Ifokwithyou
    illhavemyassistantbeginworkingwithyourofficetosecureatimewithyou/yourteam.Wewillmovewhatevermeetings
    wecanonoursidetoaccommodateyourcalendarrealizethisisquiteshortnotice.

    
    Letmeknowifoktoproceedschedulingwithyouroffice?
    
    Regards
    
    harvey
    
    TheGoldmanSachsGroup,Inc.Allrightsreserved.
    Seehttp://www.gs.com/disclaimer/global_emailforimportantriskdisclosures,conflictsofinterestandothertermsandconditionsrelatingtothisemailandyour
    relianceoninformationcontainedinit.Thismessagemaycontainconfidentialorprivilegedinformation.Ifyouarenottheintendedrecipient,pleaseadviseus
    immediatelyanddeletethismessage.Seehttp://www.gs.com/disclaimer/emailforfurtherinformationonconfidentialityandtherisksofnonsecureelectronic
    communication.Ifyoucannotaccesstheselinks,pleasenotifyusbyreplymessageandwewillsendthecontentstoyou.

    
    
    

    From:
    To:
    Subject:
    Date:

    Sharon Ellis
    Scott Alvarez
    Rodgen Cohen
    would like you to call him. -FRSONLY(b)(6)
    Friday, September 04, 2015 2:18:40 PM

    INTERNAL FR

    _______________________________________

    Sharon Ellis
    Senior Legal Staff Assistant
    Legal Division
    Board of Governors of the Federal Reserve System
    20th Street and Constitution Ave., NW
    office: (202) 736-5556
    fax: (202) 736-5615
    VKDURQHOOLV#IUEJRY

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Brannon, Lisa
    escuem@sullcrom.com
    cabralj@sullcrom.com; Liu, Vivian; Steffey, Brian; Hurwitz, Ivan
    Public Comment - Attachment sent in Error Previously
    Friday, September 04, 2015 3:50:48 PM
    image002.png

    Mr. Escue,
    We understand you could not open one of the attachments in an email sent earlier regarding a
    public comment on the application by Goldman Sachs Bank USA. One of the attachments was sent
    in error. Please delete the email and do not forward the email or attachments to anyone. We will
    be sending a new email with attachments shortly.

    Lisa Brannon-Perrin
    Bank Applications Support Sr Analyst
    Federal Reserve Bank of New York
    Bank Applications Function
    LEGAL GROUP
    Tel: 212.720.5352
    Alt Tel: 212.720.8842
    Fax: 212.720.1608

    From:
    To:
    Subject:
    Date:

    Liu, Vivian
    Steffey, Brian; Notaro, Rosanne
    RE: GS/GE -FRSONLYFriday, September 04, 2015 11:15:51 AM

    FYI - I spoke to Jason Cabral at Sullivan & Cromwell. They are going to work on getting us the revised
    public version of the application sometime early/mid next week.
    From: Steffey, Brian
    Sent: Friday, September 04, 2015 11:09 AM
    To: Liu, Vivian; Notaro, Rosanne
    Subject: GS/GE -FRSONLY-

    Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
    external communication)

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Liu, Vivian
    "Cabralj@sullcrom.com"
    Steffey, Brian (Brian.Steffey@ny.frb.org)
    Goldman Newspaper notice
    Tuesday, September 08, 2015 11:19:00 AM
    image001.png
    image002.png

    Hi Jason,
    We just wanted to confirm that the comment period for the newspaper notices ends on September
    19, 2015.
    Please provide the affidavits of publication when available.
    Thanks,
    Vivian
    Vivian Liu | Bank Applications Associate
    Bank Applications Function
    Legal Group
    T--.212.720.2701

    F--.212.720.1608
    E--.vivian.liu@ny.frb.org
    33 Liberty Street, New York, NY 10045 | newyorkfed.org

    From:
    To:
    Cc:
    Subject:
    Date:
    Attachments:

    Cabral, Jason J.
    Liu, Vivian
    Steffey, Brian; Escue, Michael T.; Flowers, Sarah C.; Goldstein, Adina T.
    Goldman Sachs Bank USA: Public Redacted Application
    Tuesday, September 08, 2015 6:33:48 PM
    SC1-#3940651-v1-Goldman_Sachs_Bank_USA_Public_Redacted_Application.PDF

    The Boards Freedom of Information Office


    provided you with the revised public redacted
    application on September 9, 2015.

    Vivian,
    Further to our prior conversations, attached please find a public redacted version of the application
    by Goldman Sachs Bank USA (GS Bank) pursuant to the Bank Merger Act with respect to GS Banks
    proposed acquisition by purchase and assumption of certain deposit liabilities and certain very
    limited non-financial assets of GE Capital Bank, a Utah state-chartered non-member industrial bank.
    Regards,
    Jason
    Jason J. Cabral
    Sullivan & Cromwell LLP
    125 Broad Street
    New York, NY 10004
    Tel: (212) 558-7370
    Fax: (212) 291-9233
    cabralj@sullcrom.com

    This e-mail is sent by a law firm and contains information that may be privileged and
    confidential. If you are not the intended recipient, please delete the e-mail and notify us
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