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FDIC Federal Register Citations

[Federal Register: December 27, 2002 (Volume 67, Number 249)]
[Proposed Rules]               
[Page 79271-79275]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr27de02-41]                         

[[Page 79271]]
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FEDERAL DEPOSIT INSURANCE CORPORATION


12 CFR Parts 303, 333, 347, 348, 359


RIN 3064-AC55


 
Filing Procedures, Corporate Powers, International Banking, 
Management Official Interlocks


AGENCY: Federal Deposit Insurance Corporation (FDIC).


ACTION: Notice of proposed rulemaking.


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SUMMARY: The FDIC is proposing to amend its regulations governing 
filing procedures, international banking and management official 
interlocks by making technical corrections and modifications to clarify 
existing policies and procedures. In addition, the FDIC is proposing to 
add a waiver provision to its regulations.
    As part of its regulatory review effort, the FDIC also solicits 
public comment to identify any areas of its filing procedures 
regulation that are outdated, unnecessary, or unduly burdensome, and 
whether the regulation should be continued without change, amended or 
rescinded to minimize any significant economic impact it may have on a 
substantial number of small insured institutions (i.e., those with 
assets of $150 million or less).


DATES: Written comments must be received on or before February 25, 2003.


ADDRESSES: All comments should be addressed to Robert E. Feldman, 
Executive Secretary, Attention: Comments/ES, Federal Deposit Insurance 
Corporation, 550 17th Street, NW, Washington, DC, 20429. Comments may 
be hand delivered to the guard station at the rear of the 550 17th 
Street Building (located on F Street) on business days between 7 a.m. 
and 5 p.m.; or sent by e-mail to the following Internet address: 
comments@fdic.gov. Comments may be inspected and photocopied in the 
FDIC Public Information Center, Room 100, 801 17th Street, NW 
Washington, DC, 20429, between 9a.m. and 4:30 p.m. on business days, 
and the FDIC may post the comments on its Internet site at 

http://www.fdic.gov/regulations/laws/federal/propose.html
.
FOR FURTHER INFORMATION CONTACT: Division of Supervision and Consumer 
Protection: Steven D. Fritts, Associate Director, (202) 898-3723, Mindy 
West, Examination Specialist, (202) 898-7221; Legal Division: 
Supervision and Legislation Branch, Robert C. Fick, Counsel, (202) 898-
8962, Susan van den Toorn, Counsel, (202) 898-8707.


SUPPLEMENTARY INFORMATION: 


I. Background


    Part 303 of the FDIC's regulations (part 303) generally describes 
the procedures to be followed by both the FDIC and applicants with 
respect to applications and notices required to be filed by statute or 
regulation. Elsewhere in this issue of the Federal Register the Board 
has issued in final form a revised part 303 to reflect a recent 
internal reorganization at the FDIC and to remove the delegations of 
authority from the regulation. The changes being proposed in this 
document include revisions to Part 303 that require notice and comment 
pursuant to the Administrative Procedure Act and technical corrections 
to other regulations in chapter III.


II. Proposed Rule Part 303


    The FDIC is proposing to amend Sec.  303.2 to clarify how the 
statutory definitions in the FDI Act apply to part 303. Several 
provisions in part 303 utilize terms, such as ``bank,'' ``company'' and 
``depository institution holding company,'' that are defined in the FDI 
Act. The FDIC proposes to clarify that unless such terms are expressly 
defined differently in part 303, those terms will have the meanings 
given them in the FDI Act. Therefore, the proposed Sec.  303.2 
specifies that wherever a term that is defined in the FDI Act is used 
in part 303, it will have the meaning given it in the FDI Act except to 
the extent part 303 expressly defines that term differently.
    The FDIC is proposing to amend Sec.  303.4--Computation of time, to 
clarify when the general rule regarding the commencement of the various 
time periods in part 303 applies. Several subparts of part 303 include 
a provision that specifies when a particular time period commences. 
See, for example, subpart E--Change in Bank Control. It is the FDIC's 
intention that in those instances where a specific provision exists, 
the specific provision prevails over the general rule set forth in 
Sec.  303.4. The FDIC is proposing to modify the first sentence of 
Sec.  303.4 to clarify that the general rule only applies to the extent 
there is no specific provision regarding when a particular time period 
commences.
    The FDIC proposes to revise current Sec.  303.11(g) to provide a 
time within which the FDIC has to respond to an institution or 
institution-affiliated party that files a response to a notice of 
intent or temporary order issued pursuant to this section. The FDIC 
believes that 30 days is a reasonable time in which to review any 
response submitted by an institution or institution-affiliated party. 
Additionally, the FDIC is proposing to place the last sentence of 
current Sec.  303. 11(g)(3)(ii) into a separate paragraph to clarify 
that it applies to Sec.  303.11(g)(3) in its entirety, and not only to 
Sec.  303.11(g)(3)(ii).
    The FDIC is proposing to add a provision setting forth its 
authority to waive any non-statutorily required provision for good 
cause. Proposed Sec.  303.12 would provide that the Board may, for good 
cause and to the extent permitted by statute, waive the applicability 
of any provision of chapter III. The provisions could be waived, in 
whole or in part, at any time by the Board when good cause is shown, 
subject to the provisions of the Administrative Procedure Act and the 
provisions of chapter III. Any provision of the rules may be waived by 
the Board on its own motion or on petition if good cause is shown.
    The FDIC is proposing a revision to Sec.  303.22(a)(1) that would 
clarify the rating required for a bank or thrift holding company to be 
eligible for expedited processing for a proposed institution seeking 
deposit insurance. The existing Sec.  303.22(a)(1) rating for a thrift 
holding company of a ``2'' is inappropriate since the Office of Thrift 
Supervision has ratings of ``A'', ``S'' and ``U''. The proposal would 
provide that an eligible holding company would be defined as a bank or 
thrift holding company that has consolidated assets of at least $150 
million or more; a BOPEC rating of at least ``2'' for bank holding 
companies or an above average or ``A'' rating for thrift holding 
companies; and at least 75 percent of its consolidated depository 
institution assets comprised of eligible depository institutions.
    The FDIC is proposing to amend several sections in subpart E to 
clarify that the acquisition of control of a parent company of a state 
nonmember bank generally requires a change in control notice. Section 
7(j)(18) of the FDI Act (12 U.S.C. 1817(j)(18)) indicates that the 
Change in Bank Control Act applies to acquisitions of control of 
companies that control insured depository institutions. It has long 
been the FDIC's interpretation that a change in control notice is 
required whenever any person acquires control of a company that 
controls, directly or indirectly, a state nonmember bank. Such control 
could be indirect in that the company exerts control of the bank 
through one or more intermediate companies of a multi-tiered 
organization. The proposed amendments merely clarify the regulations in 
this regard. Specifically, the FDIC proposes to add a definition of 
``parent company'' to the definitions


[[Page 79272]]


listed in Sec.  303.81; add a reference to parent company in the 
provisions requiring a change in control notice for a state nonmember 
bank in Sec.  303.82; add to Sec.  303.83(a) exemptions for 
acquisitions of the voting shares of bank holding companies, and for 
acquisitions of the voting shares of savings and loan holding 
companies, and add technical conforming amendments to various sections 
in 12 CFR 303.80 through 303.83.
    It has also been the FDIC's practice not to require a change in 
control notice in those cases where either the Board of Governors of 
the Federal Reserve System or the Office of Thrift Supervision reviews 
a change in control notice for the proposed transaction. For example, 
where a person proposes to acquire control of a bank holding company 
that controls a state nonmember bank, and the Board of Governors of the 
Federal Reserve System reviews a change in control notice for the same 
transaction, the FDIC considers it an unnecessary duplication for the 
acquirer to also file a change in control notice with the FDIC. The 
proposed changes would codify the FDIC's practice in that regard.
    The FDIC is also proposing amendments to clarify when an 
acquisition subject to the Change in Bank Control Act may be 
consummated. Section 7(j) of the FDI Act, 12 U.S.C. 1817(j), generally 
provides that any person acquiring control of an insured depository 
institution must give the appropriate federal banking agency sixty days 
prior written notice of such proposed transaction. The existing Sec.  
303.85 could be interpreted to permit consummation of the proposed 
transaction prior to the expiration of that 60-day period. Section 
303.85(a) provides that the 60-day notice period ``shall commence on 
the date of receipt of a substantially complete notice,'' and further 
provides that the FDIC will notify the person submitting the notice of, 
``the date the notice is accepted for processing.'' Section 303.85(b) 
suggests that the 60 day period starts upon ``submission to the 
regional director of a substantially complete notice.'' The use of this 
terminology in referring to the 60-day notice period could lead to 
confusion about when the 60-day notice period commences and about when 
an acquisition may be consummated. In order to eliminate the potential 
for misunderstandings regarding the time period available to the FDIC 
for considering a proposed change in bank control transaction, the FDIC 
proposes to amend 12 CFR 303.85 (a) and (b) to make clear that the 60-
day notice period commences on the day after the date that the 
appropriate regional director accepts the notice as substantially 
complete.
    In Sec.  303.86 the FDIC proposes to provide a more descriptive 
heading for paragraph (c) by including the phrase, ``waiving 
publication, acting before close of public comment period'' and to 
amend paragraph (c) by substituting ``paragraphs (a) and (d)'' for 
``this paragraph.''
    A technical correction to Sec.  303.244 creates a cross-reference 
to Sec.  359.4(a)(4) of this chapter regarding golden parachutes and 
severance plan payments to make clear the responsibilities of an 
applicant seeking approval of filings. Specifically, insured depository 
institutions, depository institution holding companies or institution-
affiliated parties making requests for such payments often overlook the 
requirement that a party submitting such an application demonstrate 
that it does not possess and is not aware of any information, evidence, 
documents or other materials which would indicate that there is a 
reasonable basis to believe, at the time such payment is made, that the 
institution-affiliated party who is to benefit from a golden parachute 
or severance plan engaged in any breach of fiduciary duty or other 
misconduct which would have a material adverse effect on the bank; is 
substantially responsible for the bank's insolvency; violated any law 
which would have a material effect on the bank; or violated certain 
federal criminal and currency-reporting laws. In addition, with regard 
to part 359 of this chapter, the FDIC proposes to revise the reference 
in Sec.  359.1(f)(1)(ii)(C) to part 303 to read, ``303.101(c).''


III. Other Regulatory Changes


    Technical corrections are being proposed to part 333.4--Conversions 
from mutual to stock, form to correct references to part 303 of this 
chapter. The old citations in Sec.  333.4(a) and (c) would be replaced 
with: ``subpart I of part 303 of this chapter.''
    A technical correction is being proposed to part 347--International 
Banking, Sec.  347.108(f) to reference the correct citation with regard 
to procedures for applications and notices for obtaining FDIC approval 
to invest in foreign organizations. Procedures are set out in subpart J 
of part 303 of this chapter, not subpart D of part 347 as provided for 
in the current regulation.
    A technical correction is also being proposed to part 348--
Management Official Interlocks, Sec.  348.2 regarding the definition of 
Management official to correct the cross-reference to part 303 of this 
chapter. The correct citation should be to 12 CFR 303.101(b).


IV. Request for Public Comment as Part EGRPRA and Regulatory 
Flexibility Act Regulatory Review


    Consistent with our obligation pursuant to Section 2222 of the 
Economic Growth and Regulatory Paperwork Reduction Act of 1996 (EGRPRA, 
12 U.S.C. 3311), the FDIC requests public comment to identify any areas 
of part 303, not merely those sections for which changes are being 
proposed today, that are outdated, unnecessary, or unduly burdensome. 
The FDIC also requests public comment on whether part 303 should be 
continued without change, amended or rescinded to minimize any 
significant economic impact it may have on a substantial number of 
small insured institutions (i.e., those with assets of $150 million or 
less) consistent with our obligation pursuant to Section 610 of the 
Regulatory Flexibility Act (5 U.S.C. 601 et seq.).


V. Regulatory Flexibility Act Analysis


    Pursuant to 5 U.S.C. 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 601 et seq., the FDIC hereby certifies that the proposed 
amendments set forth in this proposed rule will not, if promulgated 
through a final rule, have a significant economic impact on a 
substantial number of small entities. The proposed rule makes primarily 
technical changes to the existing rule.
    The FDIC invites the public to comment on whether the proposed rule 
reduces regulatory burden and to provide the FDIC with suggested 
alternatives to those set forth in the proposed rule. The FDIC will 
carefully review all comments received prior to issuing the final 
regulation.


VI. Paperwork Reduction Act


    This proposed rule does not create or modify any collection of 
information pursuant to the Paperwork Reduction Act (44 U.S.C. 3501 et 
seq.). Consequently, no information has been submitted to the Office of 
Management and Budget for review.


VII. Plain Language Requirement


    Section 722 of the Gramm-Leach-Bliley Act of 1999 requires the 
federal banking agencies to use ``plain language'' in all proposed and 
final rules published after January 1, 2000. We invite your comments on 
how to make this proposal easier to understand. For example:
    (1) Have we organized the material to suit your needs?


[[Page 79273]]


    (2) Are the requirements in the rule clearly stated?
    (3) Does the rule contain technical language or jargon that isn't 
clear?
    (4) What else could we do to make the rule easier to understand?


VII. Assessment of Impact of Federal Regulation on Families


    The FDIC has determined that the proposed rule will not affect 
family well-being within the meaning of section 654 of the Treasury and 
General Government Appropriations Act, 1999, enacted as part of the 
Omnibus Consolidated and Emergency Supplemental Appropriations Act, 
1999 (Pub. L. 105-277, 112 Stat. 2681).


List of Subjects


12 CFR Part 303


    Administrative practice and procedure, Banks, banking, Bank merger, 
Branching, Foreign investments, Golden parachute payments, Insured 
branches, Interstate branching, Reporting and recordkeeping 
requirements, Savings associations.


12 CFR Part 333


    Banks, banking, Corporate powers.


12 CFR Part 347


    Bank deposit insurance, Banks, Credit, Foreign banking, Foreign 
investments, Insured branches, Investments, Reporting and recordkeeping 
requirements, United States investments abroad.


12 CFR Part 348


    Antitrust, Banks, banking, Holding companies, Reporting and 
recordkeeping requirements.


12 CFR Part 359


    Bank deposit insurance, Banks, banking, Golden parachute payments, 
Indemnity payments.
    For the reasons set out in the preamble, the FDIC hereby proposes 
to amend 12 CFR parts 303, 333, 347, 348 and 359.


PART 303--FILING PROCEDURES


    1. The authority citation for part 303 continues to read as 
follows:


    Authority: 12 U.S.C. 378, 1813, 1815, 1816, 1817, 1818, 1819, 
(Seventh and Tenth), 1820, 1823, 1828, 1828a, 1831a, 1831e, 1831o, 
1831p-1, 1831w, 1835a, 3104, 3105, 3108, 3207, 15 U.S.C. 1601-1607, 
6716.




Sec.  303.2  [Amended]


    2. In Sec.  303.2 remove the phrase, ``For purposes of this part,'' 
and add in its place the phrase, ``Except as modified or otherwise 
defined in this part, terms used in this part that are defined in the 
Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) have the 
meanings provided in the Federal Deposit Insurance Act. Additional 
definitions of terms used in this part are as follows:''.




Sec.  303.4  [Amended]


    3. In Sec.  303.4 after the phrase, ``For purposes of this part,'' 
add the words, ``and except as otherwise specifically provided,''.




Sec.  303.8  [Amended]


    4. In Sec.  303.8, in the last sentence of paragraph (a) remove 
``Sec.  309.5(c)'' and add in its place ``Sec.  309.5(f)''.
    5. In Sec.  303.11, paragraph (g)(3)(ii) is revised to read as 
follows:




Sec.  303.11  Decisions.


* * * * *
    (g) * * *
    (3) * * *
    (ii) (A) Any other relevant information, mitigating circumstance, 
documentation, or other evidence in support of the applicant's 
position. An applicant may also request a hearing under Sec.  303.10.
    (B) Failure by an applicant to file a written response with the 
FDIC to a notice of intent or a temporary order within the specified 
time period, shall constitute a waiver of the opportunity to respond 
and shall constitute consent to a final order under this paragraph (g). 
The FDIC shall consider any such response, if filed in a timely manner, 
within 30 days of receiving the response.
* * * * *
    6. Section 303.12 is added to read as follows:




Sec.  303.12  Waivers.


    (a) The Board of Directors of the FDIC (Board) may, for good cause 
and to the extent permitted by statute, waive the applicability of any 
provision of this chapter.
    (b) The provisions of this chapter may be suspended, revoked, 
amended or waived for good cause shown, in whole or in part, at any 
time by the Board, subject to the provisions of the Administrative 
Procedure Act and the provisions of this chapter. Any provision of the 
rules may be waived by the Board on its own motion or on petition if 
good cause thereof is shown.
    7. In Sec.  303.22, paragraph (a)(1) is amended by adding a 
sentence at the end to read as follows:




Sec.  303.22  Processing.


    (a) * * *
    (1) * * * An eligible holding company is defined as a bank or 
thrift holding company that has consolidated assets of at least $150 
million or more; a BOPEC rating of at least ``2'' for bank holding 
companies or an above average or ``A'' rating for thrift holding 
companies; and at least 75 percent of its consolidated depository 
institution assets comprised of eligible depository institutions.
* * * * *
    8. Section 303.80 is revised to read as follows:




Sec.  303.80  Scope.


    This subpart sets forth the procedures for submitting a notice to 
acquire control of an insured state nonmember bank or a parent company 
of an insured state nonmember bank pursuant to the Change in Bank 
Control Act of 1978, section 7(j) of the FDI Act (12 U.S.C. 1817(j)).
    9. Section 303.81 is revised to read as follows:




Sec.  303.81  Definitions.


    For purposes of this subpart:
    Acquisition includes a purchase, assignment, transfer, pledge or 
other disposition of voting shares, or an increase in percentage 
ownership resulting from a redemption of voting shares of an insured 
state nonmember bank or a parent company.
    Acting in concert means knowing participation in a joint activity 
or parallel action towards a common goal of acquiring control of an 
insured state nonmember bank or a parent company, whether or not 
pursuant to an express agreement.
    Control means the power, directly or indirectly, to direct the 
management or policies of an insured bank or a parent company or to 
vote 25 percent or more of any class of voting shares of an insured 
bank or a parent company.
    Parent Company means any company that controls, directly or 
indirectly, an insured state nonmember bank.
    Person means an individual, corporation, partnership, trust, 
association, joint venture, pool, syndicate, sole proprietorship, 
unincorporated organization, and any other form of entity; and a voting 
trust, voting agreement, and any group of persons acting in concert. 
10. Section 303.82 is amended by revising paragraphs (a), (b), (c) and 
(d) to read as follows:




Sec.  303.82  Transactions requiring prior notice.


    (a) Prior notice requirement. Any person acting directly or 
indirectly, or through or in concert with one or more persons, shall 
give the FDIC 60 days prior written notice, as specified in Sec.  
303.84, before acquiring control of an


[[Page 79274]]


insured state nonmember bank or any parent company, unless the 
acquisition is exempt under Sec.  303.83.
    (b) Acquisitions requiring prior notice-- (1) Acquisition of 
control. The acquisition of control, unless exempted, requires prior 
notice to the FDIC.
    (2) Rebuttable presumption of control. The FDIC presumes that an 
acquisition of voting shares of an insured state nonmember bank or a 
parent company constitutes the acquisition of the power to direct the 
management or policies of an insured bank or a parent company requiring 
prior notice to the FDIC, if, immediately after the transaction, the 
acquiring person (or persons acting in concert) will own, control, or 
hold with power to vote 10 percent or more of any class of voting 
shares of the institution, and if:
    (i) The institution has registered shares under section 12 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l); or
    (ii) No other person will own, control or hold the power to vote a 
greater percentage of that class of voting shares immediately after the 
transaction. If two or more persons, not acting in concert, each 
propose to acquire simultaneously equal percentages of 10 percent or 
more of a class of voting shares of an insured state nonmember bank or 
a parent company, each such person shall file prior notice with the 
FDIC.
    (c) Acquisitions of loans in default. The FDIC presumes an 
acquisition of a loan in default that is secured by voting shares of an 
insured state nonmember bank or a parent company to be an acquisition 
of the underlying shares for purposes of this section.
    (d) Other transactions. Acquisitions other than those set forth in 
paragraph (b)(2) of this section resulting in a person's control of 
less than 25 percent of a class of voting shares of an insured state 
nonmember bank or a parent company are not deemed by the FDIC to 
constitute control for purposes of the Change in Bank Control Act (12 
U.S.C. 1817j).
* * * * *
    11. Section 303.83 is amended by revising paragraphs (a)(1) through 
(a)(2), (a)(6) and (a)(7), (b)(1) and (b)(2), and adding paragraph 
(a)(8) to read as follows:




Sec.  303.83  Transactions not requiring prior notice.


    (a) * * *
    (1) The acquisition of additional voting shares of an insured state 
nonmember bank or a parent company by a person who:
    (i) Held the power to vote 25 percent or more of any class of 
voting shares of the institution continuously since the later of March 
9, 1979, or the date that the institution commenced business as an 
insured state nonmember bank or a parent company; or
    (ii) Is presumed, under Sec.  303.82(b)(2), to have controlled the 
institution continuously since March 9, 1979, if the aggregate amount 
of voting shares held does not exceed 25 percent or more of any class 
of voting shares of the institution or, in other cases, where the FDIC 
determines that the person has controlled the institution continuously 
since March 9, 1979;
    (2) The acquisition of additional shares of a class of voting 
shares of an insured state nonmember bank or a parent company by any 
person (or persons acting in concert) who has lawfully acquired and 
maintained control of the institution (for purposes of Sec.  303.82) 
after complying with the procedures of the Change in Bank Control Act 
to acquire voting shares of the institution under this subpart;
* * * * *
    (6) The receipt of voting shares of an insured state nonmember bank 
or a parent company through a pro rata stock dividend;
    (7) The acquisition of voting shares in a foreign bank, which has 
an insured branch or branches in the United States. (This exemption 
does not extend to the reports and information required under 
paragraphs 9, 10, and 12 of the Change in Bank Control Act of 1978 (12 
U.S.C. 1817(j)(9), (10), and (12)); and
    (8) The acquisition of voting shares of a depository institution 
holding company that either the Board of Governors of the Federal 
Reserve System or the Office of Thrift Supervision reviews pursuant to 
the Change in Bank Control Act (12 U.S.C. 1817(j)).
    (b) Prior notice exemption. (1) The following acquisitions of 
voting shares of an insured state nonmember bank or a parent company, 
which otherwise would require prior notice under this subpart, are not 
subject to the prior notice requirements if the acquiring person 
notifies the appropriate FDIC office within 90 calendar days after the 
acquisition and provides any relevant information requested by the 
FDIC:
    (i) The acquisition of voting shares through inheritance;
    (ii) The acquisition of voting shares as a bona fide gift; or
    (iii) The acquisition of voting shares in satisfaction of a debt 
previously contracted in good faith, except that the acquirer of a 
defaulted loan secured by a controlling amount of a state nonmember 
bank's voting securities or a parent company's voting securities shall 
file a notice before the loan is acquired.
    (2) The following acquisitions of voting shares of an insured state 
nonmember bank or a parent company, which otherwise would require prior 
notice under this subpart, are not subject to the prior notice 
requirements if the acquiring person notifies the appropriate FDIC 
office within 90 calendar days after receiving notice of the 
acquisition and provides any relevant information requested by the 
FDIC.
    (i) A percentage increase in ownership of voting shares resulting 
from a redemption of voting shares by the issuing bank or a parent 
company; or
    (ii) The sale of shares by any shareholder that is not within the 
control of a person resulting in that person becoming the largest 
shareholder.
* * * * *
    12. Section 303.85 is amended by revising paragraphs (a) and (b)(1) 
to read as follows:




Sec.  303.85  Processing.


    (a) Acceptance of notice, additional information. The FDIC shall 
notify the person or persons submitting a notice under this subpart in 
writing of the date the notice is accepted as substantially complete. 
The FDIC may request additional information at any time.
    (b) Commencement of the 60-day notice period: consummation of 
acquisition. (1) The 60-day notice period specified in Sec.  303.82 
shall commence on the day after the date of acceptance of a 
substantially complete notice by the appropriate regional director. The 
notificant(s) may consummate the proposed acquisition after the 
expiration of the 60-day notice period, unless the FDIC disapproves the 
proposed acquisition or extends the notice period.
* * * * *
    13. Section 303.86 is amended by revising paragraph (c) to read as 
follows:




Sec.  303.86  Public notice requirements.


* * * * *
    (c) Shortening or waiving pubic comment period, waiving 
publication; acting before close of public comment period. The FDIC may 
shorten the public comment period to a period of not less than 10 days, 
or waive the public comment or newspaper publication requirements of 
paragraph (a) of this section, or act on a notice before the expiration 
of a public comment period, if it determines in writing either that an 
emergency exists or that disclosure of the notice, solicitation of 
public comment, or delay until expiration of the public comment


[[Page 79275]]


period would seriously threaten the safety and soundness of the bank to 
be acquired.
* * * * *
    14. In Sec.  303.244, paragraphs (c)(4) and (c)(5) are revised and 
new paragraph (c)(6) is added to read as follows:




Sec.  303.244  Golden parachute and severance plan payments.


* * * * *
    (c) * * *
    (4) The cost of the proposed payment and its impact on the 
institution's capital and earnings;
    (5) The reasons why the consent to the payment should be granted; 
and
    (6) Certification and documentation as to each of the points cited 
in Sec.  359.4(a)(4).
* * * * *


PART 333--EXTENSION OF CORPORATE POWERS


    15. The authority citation for part 333 continues to read as 
follows:


    Authority: 12 U.S.C. 1816, 1818, 1819 (``Seventh'', ``Eighth'' 
and ``Tenth''), 1828, 1828(m), 1831p-1(c).




Sec.  333. 4  [Amended]


    16. In Sec.  333.4, paragraphs (a) and (c) are amended by removing 
the words ``Sec.  303.15 of this chapter'' and adding in their place 
the words ``subpart I of part 303 of this chapter.''


PART 347--INTERNATIONAL BANKING


    17. The authority citation for part 347 continues to read as 
follows:


    Authority: 12 U.S.C. 1813, 1815, 1817, 1819, 1820, 1828, 3103, 
3104, 3105, 3108: Title IX, Pub. L. 98-181, 97 Stat. 1153.


    18. Section 347.108 is amended by revising paragraph (f) to read as 
follows:




Sec.  347.108  Obtaining FDIC approval to invest in foreign 
organizations.


* * * * *
    (f) Procedures. Procedures for applications and notices under this 
section are set out in subpart J of part 303 of this chapter.


PART 348--MANAGEMENT OFFICIAL INTERLOCKS


    19. The authority citation for part 348 continues to read as 
follows:


    Authority: 12 U.S.C. 1823(k), 3207.


    20. In Sec.  348.2, paragraph (j)(1)(iii) is revised to read as 
follows:




Sec.  348.2  Definitions.


* * * * *
    (j) * * *
    (1) * * *
    (iii) A senior executive officer as that term is defined in 12 CFR 
303.101(b).
* * * * *


PART 359--GOLDEN PARACHUTE AND INDEMNIFICATION PAYMENTS


    21. The authority citation for part 359 continues to read as 
follows:


    Authority: 12 U.S.C. 1828(k).




Sec.  359.1  [Amended]


    22. In Sec.  359.1(f)(1)(ii)(C) remove the reference to ``Sec.  
303.14(a)(4)'' and add in its place, ``Sec.  303.101(c)''.


    Dated at Washington, DC, this 3rd day of December, 2002.
    By order of the Board of Directors.


Federal Deposit Insurance Corporation.
Valerie Best,
Assistant Executive Secretary.
[FR Doc. 02-31921 Filed 12-26-02; 8:45 am]
BILLING CODE 6714-01-P




Last Updated 12/27/2002 regs@fdic.gov