FILING PROCEDURES

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.

Rules and Regulations

Federal Register

50457

Vol. 68, No. 162

Thursday, August 21, 2003

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

l 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 § 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, § 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 § 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 § 303.4

arding 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 § 303.4.

The FDIC is modifying the first sentence

of § 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 § 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 § 303.11(g)(3)(ii)

into a separate paragraph to clarify that

it applies to § 303.11(g)(3) in its entirety,

and not only to § 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 § 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 § 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

s 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 § 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 § 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 § 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

C’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 § 303.81; adding a

reference to parent company in the

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provisions requiring a change in control

notice for a state nonmember bank in

§ 303.82; adding to § 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

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 § 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 § 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 § 303.244 creating a cross-

reference to § 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

, 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 § 303.244 creating a cross-

reference to § 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 § 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

§ 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 § 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

tock, form to correct references to part

303 of this chapter. The old citations in

§ 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 § 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, § 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

.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

ts

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

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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

pact 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.

I 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

I 1

equirements, 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.

I 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

I 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.

§ 303.2

[Amended]

I 2. In § 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:’’.

§ 303.4

[Amended]

I 3. In § 303.4 after the phrase, ‘‘For

purposes of this part,’’ add the words,

‘‘and except as otherwise specifically

provided,’’.

I 4. In § 303.11, paragraph (9)(3)(ii) is

revised to read as follows:

§ 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 § 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.

*

*

*

*

*

I 5

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.

*

*

*

*

*

I 5. Section 303.12 is added to read as

follows:

§ 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.

I 6. In § 303.22, paragraph (a)(1) is

amended by revising the second

sentence to read as follows:

§ 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.

*

*

*

*

*

I 7. Section 303.80 is revised to read as

follows:

§ 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)).

I 8. Section 303.81 is revised to read as

follows:

§ 303.81

Definitions.

For purposes of this subpart:

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)).

I 8. Section 303.81 is revised to read as

follows:

§ 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.

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(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.

I 9. Section 303.82 is amended by

revising paragraphs (a), (b), (c) and (d) to

read as follows:

§ 303.82

Transactions requiring prior

notice.

vidual,

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.

I 9. Section 303.82 is amended by

revising paragraphs (a), (b), (c) and (d) to

read as follows:

§ 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

§ 303.84, before acquiring control of an

insured state nonmember bank or any

parent company, unless the acquisition

is exempt under § 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.

n, 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.

*

*

*

*

*

I 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:

§ 303.83

Transactions not requiring prior

notice.

(a) * * *

(1) The acquisiiton 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 § 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;

r a

parent company; or

(ii) Is presumed, under § 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 § 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:

ption. (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.

*

*

*

*

*

I 11. Section 303.85 is amended by

revising paragraphs (a) and (b) to read as

follows:

§ 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.

lder.

*

*

*

*

*

I 11. Section 303.85 is amended by

revising paragraphs (a) and (b) to read as

follows:

§ 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 § 303.82 shall

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Federal Register / Vol. 68, No. 162 / Thursday, August 21, 2003 / Rules and Regulations

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.

*

*

*

*

*

I 12. Section 303.86 is amended by

revising paragraph (c) to read as follows:

§ 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.

*

*

*

*

*

I 13. In section 303.244, paragraphs

is 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.

*

*

*

*

*

I 13. In section 303.244, paragraphs

(c)(4) and (c)(5) are revised and new

paragraph (c)(6) is added to read as

follows:

§ 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

§ 359.4(a)(4).

*

*

*

*

*

PART 333—EXTENSION OF

CORPORATE POWERS

I 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).

§ 333.4

[Amended]

I 15. In § 333.4, paragraphs (a) and (c)

are amended by removing the words

‘‘§ 303.15 of this chapter’’ and adding in

their place the words ‘‘subpart I of part

303 of this chapter.’’

PART 347—INTERNATIONAL

BANKING

I 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.

I 17. Section 347.108 is amended by

revising paragraph (f) to read as follows:

§ 347.108

Obtaining FDIC approval to

invest in foreign organizations.

*

*

*

*

*

ter.’’

PART 347—INTERNATIONAL

BANKING

I 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.

I 17. Section 347.108 is amended by

revising paragraph (f) to read as follows:

§ 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

I 18. The authority citation for part 348

continues to read as follows:

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

I 19. In § 348.2, paragraph (j)(1)(iii) is

revised to read as follows:

§ 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

I 20. The authority citation for part 359

continues to read as follows:

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

§ 359.1

[Amended]

I 21. In § 359.1(f)(1)(ii)(C) remove the

reference to ‘‘§ 303.14(a)(4)’’ and add in

its place, ‘‘§ 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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. 2000–NE–13–AD; Amendment

39–13200; AD 2003–12–15]

RIN 2120–AA64

Airworthiness Directives; Rolls-Royce

RB211 Series Turbofan Engines;

Correction

AGENCY: Federal Aviation

Administration, DOT.

ACTION: Final rule; correction.

SUMMARY: This document makes a

correction to Airworthiness Directive

(AD) 2003–12–15 that applies to Rolls-

Royce (RR) plc RB211–535E4–37,

RB211–535E4–B–37, and RB211–

535E4–B–75 series turbofan engines that

was published in the Federal Register

on June 25, 2003

lls-Royce

RB211 Series Turbofan Engines;

Correction

AGENCY: Federal Aviation

Administration, DOT.

ACTION: Final rule; correction.

SUMMARY: This document makes a

correction to Airworthiness Directive

(AD) 2003–12–15 that applies to Rolls-

Royce (RR) plc RB211–535E4–37,

RB211–535E4–B–37, and RB211–

535E4–B–75 series turbofan engines that

was published in the Federal Register

on June 25, 2003. A service bulletin was

incorrectly identified by revision

number and revision date in the

Compliance section, paragraph (a) and

the Optional Terminating Action

section, paragraph (f). This document

corrects these items. In all other

respects, the original document remains

the same.

EFFECTIVE DATE: Effective June 25, 2003.

FOR FURTHER INFORMATION CONTACT:

James Lawrence, Aerospace Engineer,

Engine Certification Office, FAA, Engine

and Propeller Directorate, 12 New

England Executive Park, Burlington, MA

01803–5299; telephone (781) 238–7176;

fax (781) 238–7199.

SUPPLEMENTARY INFORMATION: A final

rule AD, FR Doc 03–15449, that applies

to Rolls-Royce (RR) plc RB211–535E4–

37, RB211–535E4–B–37, and RB211–

535E4–B–75 series turbofan engines,

was published in the Federal Register

on June 25, 2003 (68 FR 37735). The

following corrections are needed:

§ 39.13

[Corrected]

I On page 37736, in the third column, in

the Compliance section, paragraph (a), in

the third line, ‘‘dated August 6, 2002,’’ is

corrected to read ‘‘Revision 2, dated

September 26, 2002,’’.

I On page 37738, in the first column, in

the Optional Terminating Action

section, paragraph (f) in the third line,

‘‘Revision 1, dated August 6, 2002,’’ is

corrected to read ‘‘Revision 2, dated

September 26, 2002,’’.

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