[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]
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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.
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[[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