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[Federal Register: August 21, 2003 (Volume 68, Number 162)]

[Rules and Regulations]

[Page 50457-50461]

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

[DOCID:fr21au03-1]



 

========================================================================

Rules and Regulations

Federal Register

________________________________________________________________________


 

This section of the FEDERAL REGISTER contains regulatory documents

having general applicability and legal effect, most of which are keyed

to and codified in the Code of Federal Regulations, which is published

under 50 titles pursuant to 44 U.S.C. 1510.


 

The Code of Federal Regulations is sold by the Superintendent of Documents.

Prices of new books are listed in the first FEDERAL REGISTER issue of each

week.


 

========================================================================




 

[[Page 50457]]




 

FEDERAL DEPOSIT INSURANCE CORPORATION


 

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


 

RIN 3064-AC55


 

 

Filing Procedures, Corporate Powers, International Banking,

Management Official Interlocks, Golden Parachute and Indemnification

Payments


 

AGENCY: Federal Deposit Insurance Corporation (FDIC).


 

ACTION: Final rule.


 

-----------------------------------------------------------------------


 

SUMMARY: The FDIC has adopted a final rule amending its procedures

relating to filings, mutual to stock conversions, international

banking, management official interlocks and golden parachute payments.

The changes are mostly technical in nature or clarify previous FDIC

positions; however, the final rule includes a waiver provision to its

regulations. The waiver provision grants discretionary power to the

FDIC Board of Directors to waive regulatory provisions that are not

based on statutory requirements.


 

DATES: September 22, 2003.


 

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. On December 27, 2002, the FDIC 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.

See: 67 FR 79246. On the same date, the FDIC issued the Notice of

proposed rulemaking (``the notice of proposed rulemaking'') for

revisions to parts 303, 347, 348, and 359 and technical corrections to

other regulations in chapter III. See: 67 FR 79271.


 

II. Final Rule Part 303


 

The FDIC is amending 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 is clarifying that unless such terms are expressly defined

differently in part 303, those terms will have the meanings given them

in the FDI Act. Therefore, 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 the term in the FDI Act except to the extent part 303

expressly defines that term differently.

The FDIC is amending 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 modifying 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 is revising 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

placing 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 adding a provision setting forth its authority to waive

any non-statutorily required provision for good cause. New Sec. 303.12

provides 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 revising Sec. 303.22(a)(1) in order to 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''. Revised Sec.

303.22(a)(1) 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 amending 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(g)(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 amendments

merely clarify the regulations in this regard. Specifically, the FDIC

is adding a definition of ``parent company'' to the definitions listed

in Sec. 303.81; adding a reference to parent company in the


 

[[Page 50458]]


 

provisions requiring a change in control notice for a state nonmember

bank in Sec. 303.82; adding 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 adding technical conforming changes 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

changes codify the FDIC's practice in that regard.

The FDIC is also clarifying 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. Previous Sec. 303.85 could be interpreted to permit

consummation of the proposed transaction prior to the expiration of

that 60-day period. 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 is

amending 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 is providing a more descriptive heading

for paragraph (c) by including the phrase, ``waiving publication,

acting before close of public comment period'' and amending paragraph

(c) by substituting ``paragraphs (a) and (d)'' for ``this paragraph.''

The FDIC adopted a technical correction to Sec. 303.244 creating 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 that 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 is

revising 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 made 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) is replaced with:

``subpart I of part 303 of this chapter.''

A technical correction is made 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 prior regulation.

A technical correction is also being made 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 requested public comment to identify any

areas of part 303, not merely those sections for which changes were

being proposed, that are outdated, unnecessary, or unduly burdensome.

The FDIC also requested 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.). The FDIC received no

comments in response to this EGRPRA request. While no comments were

received specifically with regard to the EGRPRA request, the FDIC notes

that the federal financial regulatory agencies are soliciting comments

on their plan to identify and eliminate outdated, unnecessary or unduly

burdensome regulations imposed on insured depository institutions. See:

68 FR 35589 (June 16, 2003). The request for comment includes

application regulations such as 12 CFR part 303. Written comments must

be received no later than September 15, 2003.


 

V. Overview of Comments Received


 

As noted above, FDIC published a notice of proposed rulemaking in

the Federal Register on December 27, 2002, and requested comments on

the proposed amendments. The FDIC received 3 comment letters from

organizations. All of the comment letters were opposed to the waiver

provision in the proposed regulation. The organizations filing comments

were two national trade organizations and one state-based nonprofit

organization. The commenters stated they believed that if the FDIC

waived regulations not required by statute, it is likely that the

agency will waive public comment, public notice requirements, and other

vital parts of the merger application process. Consequently, they

argue, the public's input into mergers that affect access to credit and

capital for minority and low- and moderate-income communities will be

cut-off. Comments further stated that in order for a regulatory process

to be fair to all parties, the agency cannot waive a process for some

banks and not others. They argue that waivers on a case-by-case basis

are arbitrary and result in uneven regulatory enforcement. In the

notice of proposed rulemaking, the waiver provision would be limited to

non-statutorily required provisions and for good cause. As such, the

provision would not permit the FDIC to waive the public comment, public

notice requirements of the merger application process since those

procedures are required by statute. See: 12 U.S.C. 1828(c)(3). It is

the FDIC's intention to utilize the waiver provision only in

extraordinary circumstances. For example, the FDIC had seen the need

for such a waiver provision from time to


 

[[Page 50459]]


 

time when an institution has failed to meet the record keeping

requirements of the deposit insurance regulations and without a waiver

of such requirements, accountholders in a failed bank situation would

suffer substantial penalties because of the bank's failure to keep

adequate records. Consequently, the FDIC is adopting the waiver

provision as proposed.


 

VI. 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 amendments set

forth in this final rule will not have a significant economic impact on

a substantial number of small entities. The final rule makes primarily

technical changes to the existing rule.


 

VII. Paperwork Reduction Act


 

This final 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.


 

VIII. Plain Language Requirement


 

Section 722 of the Gramm-Leach-Bliley Act of 1999 (GLBA) requires

the federal banking agencies to use ``plain language'' in all proposed

and final rules published after January 1, 2000. The proposed rule

requested comments on how the rule might be changed to reflect the

requirements of GLBA. No comments were received.


 

IX. Assessment of Impact of Federal Regulation on Families


 

The FDIC has determined that the final rule will not affect family

well-being within the meaning the 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 203


 

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


 

Banks 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.


 

0

For the reasons set out in the preamble, the FDIC hereby amends 12 CFR

parts 303, 333, 347, 348 and 359.


 

PART 303--FILING PROCEDURES


 

0

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]


 

0

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]


 

0

3. In Sec. 303.4 after the phrase, ``For purposes of this part,'' add

the words, ``and except as otherwise specifically provided,''.


 

0

4. In Sec. 303.11, paragraph (9)(3)(ii) is revised to read as follows:



 

Sec. 303.11 Decisions.


 

* * * * *

(g) * * *

(3) * * *

(ii)(A) Any other relevant information, mitigation 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.

* * * * *


 

0

5. 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, waiver 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.


 

0

6. In Sec. 303.22, paragraph (a)(1) is amended by revising the second

sentence 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.

* * * * *


 

0

7. 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)).


 

0

8. Section 303.81 is revised to read as follows:



 

Sec. 303.81 Definitions.


 

For purposes of this subpart:

(a) 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.

(b) 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.


 

[[Page 50460]]


 

(c) 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.

(d) Parent Company means any company that controls, directly or

indirectly, an insured state nonmember bank.

(e) 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.


 

0

9. 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 insured state nonmember bank or

any parent company, unless the acquisition is exempt under Sec.

303.83.

(b) Acquisition 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) Acquisition 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.

* * * * *


 

0

10. Section 303.83 is amended by revising paragraphs (a)(1) through

(a)(2), (a)(6) and (a)(7), (b)(1) and (b)(2), and by adding a new

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 a

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.

* * * * *


 

0

11. Section 303.85 is amended by revising paragraphs (a) and (b) 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


 

[[Page 50461]]


 

commerce 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.

* * * * *


 

0

12. Section 303.86 is amended by revising paragraph (c) to read as

follows:



 

Sec. 303.86 Public Notice requirements.


 

* * * * *

(c) Shortening or waiving public comment period, waiving

publications; 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 period would seriously threaten the safety and soundness of the

bank to be acquired.

* * * * *


 

0

13. In section 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


 

0

14. 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]


 

0

15. 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


 

0

16. 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.



 

0

17. 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


 

0

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


 

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


 

0

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

follows:



 

Sec. 348.2 Definitions.


 

* * * * *

(j) * * *

(iii) A senior executive officer as that term is defined in 12 CFR

303.101(b).

* * * * *


 

PART 359--GOLDEN PARACHUTE AND INDEMNIFICATION PAYMENTS


 

0

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


 

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



 

Sec. 359.1 [Amended]


 

0

21. 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 4th day of August, 2003.


 

By order of the Board of Directors.


 

Federal Deposit Insurance Corporation.

Valerie J. Best,

Assistant Executive Secretary.

[FR Doc. 03-20451 Filed 8-20-03; 8:45 am]

BILLING CODE 6714-01-P