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FIL-47-96 Attachment

[Federal Register: July 3, 1996 (Volume 61, Number 129)]

[Notices]

[Page 34814-34817]

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


 

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FEDERAL DEPOSIT INSURANCE CORPORATION


 

 

Statement of Policy on Assistance to Operating Insured Depository

Institutions


 

AGENCY: Federal Deposit Insurance Corporation (FDIC).


 

ACTION: Policy statement; Notice of opportunity for comment.


 

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SUMMARY: The statement of policy would revise the FDIC's Statement of

Policy on Assistance to Operating Insured Depository Institutions,

which was published in the Federal Register on December 18, 1992 (the

1992 Policy Statement) (see, 57 FR 60203 (December 18, 1992)). As

required by section 303(a) of the Riegle Community Development and

Regulatory Improvement Act of 1994 (the RCDRIA), the FDIC is conducting

a systematic review of its regulations and statements of policy to

identify and revise regulations and statements of policy that might be

inefficient, cause unnecessary burden, or contain outmoded,

duplicative, or inconsistent provisions (see, 60 FR 62345 (December 6,

1995)). The FDIC has reviewed the 1992 Policy Statement and has

concluded that it should be revised. This revised statement of policy

would replace the 1992 Policy Statement.

The statement of policy would (i) reflect the statutory ``sunset''

of the Resolution Trust Corporation on December 31, 1995, by deleting

references to the Resolution Trust Corporation's statutory authority;

(ii) incorporate the requirements of section 11 of the Resolution Trust

Corporation Completion Act, P.L. 103-204, section 11 (1993), which

revised section 11(a)(4) of the Federal Deposit Insurance Act, as

amended (the FDI Act), 12 U.S.C. 1821(a)(4), to prohibit, with certain

exceptions, the use of funds from the Bank Insurance Fund or the

Savings Association Insurance Fund to benefit shareholders of a failed

or failing insured depository institution; thus, the statement of

policy would impact the treatment of shareholders with regard to FDIC

assistance under section 13(c) of the FDI Act to an operating insured

depository institution prior to the appointment of a conservator or

receiver for that institution; (iii) provide that any depository

institution subsidiary of a holding company may be included when

considering what entities may contribute resources in connection with a

proposal for FDIC assistance; and (iv) generally streamline the

retained provisions of the 1992 Policy Statement, in pertinent part by

removing certain detailed discussions of section 13(k)(5) of the FDI

Act and various provisions added to the FDI Act by the Federal Deposit

Insurance Corporation Improvement Act of 1991.


 

DATES: Written comments must be received on or before August 2, 1996.


 

ADDRESSES: Written comments should be addressed to the Office of the

Executive Secretary, FDIC, 550 17th Street, N.W., Washington, D.C.

20429.


 

[[Page 34815]]


 

Comments may be hand delivered to Room F-402, 1776 F Street, N.W.,

Washington, D.C. 20439, on business days between 8:30 a.m. and 5:00

p.m. Comments may be sent through facsimile to: (202) 898-3838 or by

the Internet to: comments@fdic.gov. Comments will be available for

inspection at the FDIC Public Information Center, room 100, 801 17th

Street, N.W., Washington, D.C. between 9:00 a.m. and 4:30 p.m. on

business days.


 

FOR FURTHER INFORMATION CONTACT: Gail L. Patelunas, Acting Director,

Division of Resolutions, (202) 898-6779; Sean C. Forbush, Resolutions

Specialist, Division of Resolutions, (202) 898-8506; Barbara I. Taft,

Assistant General Counsel, Legal Division, (202) 736-0183; Michael B.

Phillips, Counsel, Legal Division, (202) 736-0186, Federal Deposit

Insurance Corporation, 550 17th Street, N.W., Washington, D.C. 20429.


 

SUPPLEMENTARY INFORMATION:


 

Paperwork Reduction Act


 

The statement of policy does not require any collections of

paperwork pursuant to section 3504(h) of the Paperwork Reduction Act,

44 U.S.C. 3501 et seq. Accordingly, no information has been submitted

to the Office of Management and Budget for review.


 

Regulatory Flexibility Act


 

Pursuant to section 605(b) of the Regulatory Flexibility Act, 5

U.S.C. 601 et seq., it is certified that the statement of policy will

not have a significant economic impact on a substantial number of small

entities. In addition, the statement of policy will not impose

regulatory compliance requirements on depository institutions of any

size.

The text of the statement of policy follows:


 

FDIC Statement Of Policy on Assistance to Operating Insured Depository

Institutions


 

I. Introduction


 

A. General Statutory Requirements


 

Section 13(c) of the Federal Deposit Insurance Act, as amended (the

FDI Act), authorizes the Federal Deposit Insurance Corporation (the

FDIC) to provide assistance to operating insured institutions (open

assistance) (1) to prevent the ``default'' of insured institutions or

to assist acquisitions of insured institutions that are ``in danger of

default,'' 1 or (2) if severe financial conditions exist that

threaten the stability of a significant number of insured institutions

or of insured institutions possessing significant financial resources,

to lessen the risk to the FDIC posed by such insured institutions under

such threat of instability.

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\1\ The terms ``default'' and ``in danger of default'' are

defined in section 3(x) of the FDI Act, 12 U.S.C. 1813(x).

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In order for the FDIC to provide assistance to an operating insured

institution, the FDIC must determine that the assistance meets the

least-cost test set forth in section 13(c) of the FDI Act. That section

provides that the assistance (1) must be necessary to meet the

obligation of the FDIC to provide insurance coverage for the insured

deposits in such institution, and (2) must be the least costly to the

deposit insurance fund of all possible methods for meeting that

obligation.2

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\2\ See section 13(c)(4)(A)(ii) of the FDI Act, 12 U.S.C.

1823(c)(4)(A)(ii).

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The FDIC has the authority to provide to an operating insured

institution assistance that does not meet the least-cost test only if

the Secretary of the Treasury (in consultation with the President and

upon the written recommendations of two-thirds of the Board of

Directors of the FDIC and two-thirds of the Board of Governors of the

Federal Reserve System) determines that the FDIC's compliance with the

least-cost test would have adverse effects on economic conditions or

financial stability and the assistance to the operating insured

institution would avoid or mitigate such adverse effects (the

``Systemic Risk Exception'').3

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\3\ See section 13(c)(4)(G) of the FDI Act, 12 U.S.C.

1823(c)(4)(G).

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The FDIC may consider providing financial assistance under section

13(c) to an operating insured institution before the appointment of a

conservator or receiver only if the FDIC determines that (1) grounds

for the appointment of a conservator or receiver exist or likely will

exist in the future unless the institution's capital levels are

increased,4 and (2) it is unlikely that the institution can meet

all currently applicable capital standards without assistance.5 In

addition, before the FDIC may provide assistance to an operating

insured institution, (1) the appropriate Federal banking agency 6

and the FDIC must determine that, for such period of time as the agency

or the FDIC considers to be relevant, the institution's management has

been competent and has complied with applicable laws, rules, and

supervisory directives and orders,7 and (2) the FDIC must

determine that the institution's management did not engage in any

insider dealing, speculative practice, or other abusive activity.8

Any determination made by the FDIC to provide assistance to an

operating insured institution under section 13(c) must be made in

writing and published in the Federal Register.9

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\4\ See section 13(c)(8)(A)(i)(I) of the FDI Act, 12 U.S.C.

1823(c)(8)(A)(i)(I).

\5\ See section 13(c)(8)(A)(i)(II) of the FDI Act, 12 U.S.C.

1823(c)(8)(A)(i)(II).

\6\ ``Appropriate Federal banking agency'' is defined at 12

U.S.C. 1813(q), in part, to mean: (1) the Comptroller of the

Currency, in the case of a national bank; (2) the Board of Governors

of the Federal Reserve System, in the case of a state member insured

bank; (3) the FDIC, in the case of a state nonmember insured bank;

and (4) the Director of the Office of Thrift Supervision, in the

case of any savings association.

\7\ See section 13(c)(8)(A)(ii)(I) of the FDI Act, 12 U.S.C.

1823(c)(8)(A)(ii)(I).

\8\ See section 13(c)(8)(A)(ii)(II) of the FDI Act, 12 U.S.C.

1823(c)(8)(A)(ii)(II).

\9\ See section 13(c)(8)(B) of the FDI Act, 12 U.S.C.

1823(c)(8)(B).

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SAIF-insured institutions submitting proposals for assistance under

section 13(k)(5) of the FDI Act also must meet the criteria contained

in that statutory provision.10

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\10\ Assistance proposals with respect to SAIF-insured

institutions under section 13(k)(5) that do not meet all nine of the

criteria in that statutory provision may be submitted to the FDIC

for consideration under section 13(c) of the FDI Act. Section

13(k)(5) applies only to SAIF-insured institutions located in

``economically depressed regions,'' and only if those institutions

have certain types of problems pre-dating the enactment of the

Financial Institutions Reform, Recovery, and Enforcement Act of

1989. The nine criteria for proposals submitted under section

13(k)(5) of the FDI Act are listed in subsections (k)(5)(A)(i) (I)-

(III) and (A)(ii) (I)-(VI) of section 13 of the FDI Act, 12 U.S.C.

1823(k)(5)(A)(i) (I)-(III) and (A)(ii) (I)-(VI).

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B. Timing Considerations


 

As section 13(c)(4) of the FDI Act requires the FDIC to select the

resolution alternative that involves the least cost to the relevant

deposit insurance fund, any open assistance proposal must be evaluated

on a competitive basis with other available resolution alternatives.

Because of the cost savings inherent in FDIC-assisted transactions

involving the appointment of a receiver for an institution, it may be

difficult for an open assistance proposal to be more cost effective

than an available closed institution resolution.11 Therefore, an

open assistance proposal, to be acceptable, generally must be submitted

substantially before grounds exist for the appointment of a receiver

for the institution. Moreover, because of the complexity of many

transactional


 

[[Page 34816]]


 

structures involving open assistance, the time required to negotiate

terms acceptable to all parties and to obtain necessary regulatory and

shareholder approvals, and the ``prompt corrective action'' mandates of

Section 38 of the FDI Act,12 the FDIC encourages submission of

proposals for open assistance well before grounds exist for the

institution's closure. In general, this timing consideration will

require the board of directors of the insured institution to make the

difficult business judgment that the institution is likely to fail and

that the balance of their responsibilities, including those to

depositors as well as shareholders, compels the board to seek FDIC

assistance, and to make that judgment before it is certain that the

institution will fail.

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\11\ Among the cost advantages favoring a resolution transaction

following the appointment of a receiver for an institution are the

effect of the receivership on the contingent liabilities of the

failed institution, the potential for uninsured depositors and other

unsecured creditors to share in the loss incurred on the institution

and the ability of the FDIC as receiver to repudiate burdensome

contracts.

\12\ See section 38(h)(3) of the FDI Act, 12 U.S.C. 1831o(h)(3).

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II. Treatment of Shareholders Under Section 11(a)(4) of the FDI Act


 

Section 11(a)(4) of the FDI Act states, in pertinent part:

Notwithstanding any provision of law other than section 13(c)(4)(G)

[of the FDI Act], the Bank Insurance Fund and the Savings Association

Insurance Fund shall not be used in any manner to benefit any

shareholder of--

(i) Any insured depository institution for which the [FDIC] or the

[RTC] has been appointed conservator or receiver, in connection with

any type of resolution by the [FDIC] or the [RTC];

(ii) Any other insured depository institution in default or in

danger of default, in connection with any type of resolution by the

[FDIC] or the [RTC]; or

(iii) Any insured depository institution, in connection with the

provision of assistance under this section or section 13 with respect

to such institution, except that this clause shall not prohibit any

assistance to any insured depository institution that is not in

default, or that is not in danger of default, that is acquiring (as

defined in section 13(f)(8)(B) [of the FDI Act]) another insured

depository institution.13

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\13\ See 12 U.S.C. 1821(a)(4).

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As the scope of the language of section 11(a)(4) and related

legislative history with respect to the limitation on the use of the

relevant deposit insurance fund for assistance under section 13(c) of

the FDI Act is not clearly delineated,14 the FDIC will determine,

on a case-by-case basis, the application of section 11(a)(4) to any

proposal for assistance.

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\14\ See the Report of the House Committee on Banking, Finance

and Urban Affairs, H.R. Rep. No. 103, 103d Cong., 1st Sess., Part 1,

at 32 (1993) and the Conference Report accompanying the RTC

Completion Act, H.R. Rep. No. 380, 103d Cong., 1st Sess. at 55

(1993).

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III. Criteria for the FDIC's Consideration of Proposals for Assistance

to an Operating Insured Institution


 

A proposal for assistance to an operating insured institution will

be evaluated pursuant to the following criteria:


 

A. Prerequisites for Open Assistance


 

Criterion 1. The FDIC must determine that grounds for the

appointment of a conservator or receiver exist or likely will exist in

the future unless the insured institution's capital levels are

increased.15

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\15\ This criterion is mandatory. See section 13(c)(8)(A) of the

FDI Act, 12 U.S.C. 1823(c)(8)(A).

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Criterion 2. The FDIC must determine that it is unlikely that the

insured institution can meet all currently applicable capital standards

without assistance.16

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\16\ This criterion is mandatory. See section 13(c)(8)(A) of the

FDI Act, 12 U.S.C. 1823(c)(8)(A).

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B. Financial Criteria for Open Assistance


 

Criterion 3. The cost of the proposal for open assistance to the

FDIC must be determined to be the least-costly alternative

available.17 In order to ensure that the proposal is the least

costly alternative, the FDIC will, in many cases, also seek proposals

for resolving the insured institution on a closed basis.

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\17\ This criterion is mandatory unless the Secretary of the

Treasury makes a systemic risk determination. See section 13(c)(4)

(A) and (G) of the FDI Act, 12 U.S.C. 1823(c)(4) (A) and (G).

Resolution alternatives must be evaluated on a present-value basis,

using a realistic discount rate. See section 13(c)(4)(B) of the FDI

Act, 12 U.S.C. 1823(c)(4)(B). This cost determination is premised on

evaluating all possible resolution alternatives and must be made as

of the date the FDIC determines to provide section 13(c) assistance.

See section 13(c)(4)(C) of the FDI Act, 12 U.S.C. 1823(c)(4)(C). In

calculating the cost of such assistance, the FDIC must treat any tax

revenues that the U.S. Treasury would forego as a result of an

assistance transaction, to the extent they are reasonably

determinable, as revenues foregone by the applicable deposit

insurance fund.

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Criterion 4. The proposal must provide for sufficient tangible

capitalization, including capital infusions from outside private

investment sources, to meet the regulatory capital standards of the

appropriate Federal banking agency.18

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\18\ The regulatory capital requirements of the respective

Federal banking agencies are stated in: (1) For the Office of the

Comptroller of the Currency, 12 CFR Part 3; (2) for the Board of

Governors of the Federal Reserve System, 12 CFR Part 225; (3) for

the FDIC, 12 CFR Part 325; and (4) for the Office of Thrift

Supervision, 12 CFR Part 567.

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Criterion 5. The amount of the assistance and the new capital

injected from outside sources must provide for a reasonable assurance

of the future viability of the insured institution.19

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\19\ Viability may be demonstrated by pro forma projections

based on reasonable assumptions regarding the use of the assistance,

earnings, reserve levels, asset quality trends, anticipated

dividends, and capital levels and needs. The viability projections

will be reviewed closely by the FDIC for the reasonableness of

assumptions. In addition, under normal circumstances, enough new

capital should come from outside private sources to represent a vote

of confidence in the viability of the assisted institution. By

contrast, as an example, a de minimus investment which gave the

investor an option on the whole institution would not represent a

market validation of the assurance of viability.

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Criterion 6. Applicants must establish quantitative limits on all

financial items in the proposal. For example, if applicants request

indemnification from the FDIC for certain contingent liabilities, the

proposal must include ceilings on the FDIC's financial exposure.


 

C. Competition


 

Criterion 7. The FDIC will consider the proposal within a

competitive context which provides for the solicitation by the FDIC of

interest from qualified entities.20

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\ 20\ The FDIC has determined that under 12 U.S.C. 1823(c)(4),

in order to demonstrate that the least costly resolution was

selected, an assistance transaction generally cannot be the result

of a single party negotiation, but rather must be the result of a

competitive process.

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D. FDIC Financial Contribution and Repayment and Repayment


 

Criterion 8. The FDIC will consider, on a case-by-case basis,

whether the proposal shall provide the FDIC with an equity or other

financial interest in the resulting institution.21

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\ 21\ Under 12 U.S.C. 1823(c)(5), the FDIC is prohibited from

purchasing the voting or common stock of an insured institution.

However, this restriction does not preclude the acceptance by the

FDIC of non-voting preferred stock, warrants, or other forms of

equity or equity-equivalent arrangements.

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Criterion 9. It is preferable that the proposal for FDIC assistance

provide for repayment of such assistance in whole or in part.


 

E. Impact on Shareholders and Creditors


 

Criterion 10. Unless the Systemic Risk Exception in section

13(c)(4)(G) of the FDI Act is applicable, FDIC assistance may not be

used in any manner to benefit any preexisting shareholder of the

insured institution, as determined by the FDIC on a case-by-case basis.

In any event, any remaining ownership interest of such shareholders

shall be subordinate to the FDIC's right to receive reimbursement for

any


 

[[Page 34817]]


 

assistance provided. Preexisting debtholders of the insured institution

shall make substantial concessions.


 

F. Due Diligence


 

Criterion 11. Applicants must consent to unrestricted on-site due

diligence reviews by the FDIC (or its agents) and FDIC-monitored, on-

site due diligence reviews by all potential qualified acquirers as

determined by the FDIC (after consultation with the appropriate Federal

banking agency).


 

G. Acquisition Within a Holding Company Structure


 

Criterion 12. The proposal must ensure that the assistance will

benefit the insured institution and the FDIC and not be diverted to

other purposes. If the insured institution is a subsidiary of a holding

company, the proposal should be structured so that FDIC assistance is

not provided to the holding company, except where compelling reasons

require it, and then only when the holding company acts as a conduit to

immediately provide the entire amount of assistance to the insured

institution.22

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\22\ See section 13(c)(3) of the FDI Act, 12 U.S.C. 1823(c)(3).

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Criterion 13. If the insured institution is a subsidiary of a

holding company, the proposal should be structured so that available

resources from the holding company and its other depository institution

subsidiaries and/or nondepository subsidiaries are used to make a

significant contribution toward minimizing the financial exposure of

the FDIC.


 

H. Assets


 

Criterion 14. The FDIC may consider, in appropriate circumstances,

the acquisition of, or loss-sharing, gain-sharing and other incentive

arrangements with respect to, distressed assets.


 

I. Supervisory Concerns With Respect to Management


 

Criterion 15. The appropriate Federal banking agency and the FDIC

must determine that, during such period of time preceding the date of

such determination as the agency or the FDIC considers to be relevant,

management of the insured institution was competent and complied with

applicable laws, rules, and supervisory directives and orders. In no

event will such determination, for assistance transaction purposes,

estop or impair the FDIC or the appropriate Federal banking agency from

pursuing any enforcement, civil or criminal remedies or redress against

any person.23

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\23\ This criterion is mandatory. See section 13(c)(8)(A) of the

FDI Act, 12 U.S.C. 1823(c)(8)(A). The FDIC interprets section

13(c)(8)(A)(ii) of the FDI Act that the management criterion applies

to the management of the resulting institution, including any

management retained from the predecessor institution, but not

including predecessor management that is not retained. This

interpretation is based on the relevant statutory provisions and

their legislative history and reconciles the management criteria of

section 13(c)(8)(A)(ii) with the statutory mandate of minimizing the

cost of resolutions and with Congress' desire to encourage early

resolutions.

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Criterion 16. The FDIC must determine that the management of the

resulting institution did not engage in any insider dealing,

speculative practice, or other abusive activity.24

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\24\ This criterion is mandatory. See section 13(c)(8)(A) of the

FDI Act, 12 U.S.C. 1823(c)(8)(A).

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Criterion 17. The proposal must provide for adequate managerial

resources. Continued service of any directors or senior ranking

officers who served in a policy-making role at the insured institution,

as may be determined by the FDIC, will be subject to approval by the

FDIC.

Criterion 18. Any renegotiation or termination of management

contracts is to be completed prior to the granting of assistance.

Further, the FDIC may review and object to any or all parts of any

compensation arrangements (including termination clauses) covering

these individuals during the period assistance is outstanding.25

In general, the failure to terminate a particular management contract

prior to the granting of assistance will not stop the FDIC or the

appropriate Federal banking agency from subsequently pursuing any

enforcement, civil, or criminal remedies or redress against any person

by reason of such contract, unless there is a written statement

explicitly waiving such rights that is signed by an authorized official

of the FDIC and the appropriate Federal banking agency. Notwithstanding

the foregoing, any such waiver must take into consideration the

requirements of 12 CFR part 359.

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\25\ In addition, under section 18(k)(1) of the FDI Act, the

FDIC may ``prohibit or limit, by regulation or order, any golden

parachute payment or indemnification payment.'' See 12 U.S.C.

1828(k)(1). The terms ``golden parachute payment'' and

``indemnification payment'' are defined in 12 U.S.C. 1828(k)(4) and

(5)(A), respectively. See also the FDIC's regulations at 12 CFR part

359, which implement section 18(k)(1).

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J. Fee Arrangements


 

Criterion 19. All fee arrangements with attorneys, investment

bankers, accountants, consultants, and other advisors and agents

incident to an open assistance proposal must be disclosed to the FDIC

and will be evaluated in determining the cost of the assistance.

Excessive fees must be avoided.


 

IV. Other Information


 

Any proposal requesting assistance to prevent the closing of an

insured institution should be addressed to the appropriate FDIC

regional offices of the Division of Supervision and the Division of

Resolutions and should provide the amount, terms, and conditions of the

assistance requested, as well as the details of the financial support

to be provided. This information must be presented in sufficient detail

to permit the FDIC to estimate the maximum cost that will be incurred

as a result of the proposal and to determine the extent to which the

proposal satisfies the criteria of this policy statement.

The proposal must include, with respect to the management

determinations set forth in Criteria 15, 16, 17 and 18 in Part III,

information about proposed management of the insured institution or the

resulting institution, as applicable. Specifically, the proposal must

identify all individuals who would exercise significant influence over,

or participate in, major policy-making decisions of the insured

institution or the resulting institution, without regard to title,

salary or compensation. This list would include, without limitation,

all directors, the chief executive officer, chief managing official (in

an insured state branch of a foreign bank), chief operating officer,

chief financial officer, chief lending officer and chief investment

officer.

Copies of the proposal also should be provided to (1) the Director

of the Division of Supervision, FDIC, 550 17th Street, N.W.,

Washington, D.C. 20429, (2) the Director of the Division of

Resolutions, FDIC, 550 17th Street, N.W., Washington, D.C. 20429, (3)

the insured institution's chartering authority, and, (4) if approvals

under the Bank Holding Company Act are required, the appropriate

Federal Reserve Bank.


 

By Order of the Board of Directors. Dated at Washington, D.C.,

this 17th day of June, 1996.


 

Federal Deposit Insurance Corporation.

Robert E. Feldman,

Deputy Executive Secretary.

[FR Doc. 96-16904 Filed 7-2-96; 8:45 am]

BILLING CODE 6714-01-P

Last Updated: March 24, 2024