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]

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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regulation that are outdated, unnecessary, or unduly burdensome, and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rescinded to minimize any significant economic impact it may have on a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