# 85 FR 1052: Employment Contracts, Mutual to Stock Conversions, Technical Amendments > Federal · Regulations · In force URL: https://www.frixlaw.com/law-library/statutes/FR_PRORULE_2019-28074 ## Section - **Citation:** 85 FR 1052 - **Heading:** Employment Contracts, Mutual to Stock Conversions, Technical Amendments - **Jurisdiction:** Federal - **Kind:** Regulations - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** Federal Register / Vol. 85 / 85 FR 1052 ## Text DEPARTMENT OF THE TREASURY Office of the Comptroller of the Currency 12 CFR Parts 3, 4, 11, 16, 19, 23, 26, 32, 108, 112, 141, 160, 161, 163, and 192 [Docket ID OCC-2018-0041] RIN 1557-AE21 Employment Contracts, Mutual to Stock Conversions, Technical Amendments AGENCY: Office of the Comptroller of the Currency (OCC), Treasury. ACTION: Notice of proposed rulemaking. SUMMARY: The OCC seeks comment on a proposed rule that would implement changes recommended in the March 2017 Economic Growth and Regulatory Paperwork Reduction Act report, including the repeal of the OCC's employment contract rule for Federal savings associations, and amend the OCC's fiduciary rules. The proposed rule also would amend the OCC's rule for conversions from mutual to stock form of a savings association to reduce burden, increase flexibility, and update cross-references. Additionally, the proposed rule would update cross-references to repealed and integrated rules, remove unnecessary definitions, and make technical changes to other OCC rules. DATES: Comments must be received on or before March 9, 2020. ADDRESSES: Commenters are encouraged to submit comments through the Federal eRulemaking Portal or email, if possible. Please use the title “Employment Contracts, Mutual to Stock Conversions, Technical Amendments” to facilitate the organization and distribution of the comments. You may submit comments by any of the following methods: • Federal eRulemaking Portal—Regulations.gov Classic or Regulations.gov Beta. Regulations.gov Classic: go to https://www.regulations.gov/. Enter “Docket ID OCC-2018-0041” in the Search Box and click “Search.” Click on “Comment Now” to submit public comments. For help with submitting effective comments please click on “View Commenter's Checklist.” Click on the “Help” tab on the Regulations.gov home page to get information on using Regulations.gov , including instructions for submitting public comments to https://www.regulations.gov/. Enter “Docket ID OCC-2018-0041” in the Search Box and click “Search.” Click on “Comment Now” to submit public comments. For help with submitting effective comments please click on “View Commenter's Checklist.” Click on the “Help” tab on the Regulations.gov home page to get information on using Regulations.gov , including instructions for submitting public comments. Regulations.gov Beta: go to https://beta.regulations.gov/ or click “Visit New Regulations.gov Site” from the Regulations.gov Classic homepage. Enter “Docket ID OCC-2018-0041” in the Search Box and click “Search.” Public comments can be submitted via the “Comment” box below the displayed document information or by clicking on the document title and then clicking the “Comment” box on the top-left side of the screen. For help with submitting effective comments please click on “Commenter's Checklist.” For assistance with the Regulations.gov Beta site, please call (877)-378-5457 (toll free) or (703) 454-9859 Monday-Friday, 9am-5pm ET or email regulations@erulemakinghelpdesk.com. • Email: regs.comments@occ.treas.gov. • Mail: Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • Hand Delivery/Courier: 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • Fax: (571) 465-4326. Instructions: You must include “OCC” as the agency name and “Docket ID OCC-2018-0041” in your comment. In general, the OCC will enter all comments received into the docket and publish the comments on the Regulations.gov website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure neral, the OCC will enter all comments received into the docket and publish the comments on the Regulations.gov website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. Do not include any information in your comment or supporting materials that you consider confidential or inappropriate for public disclosure. You may review comments and other related materials that pertain to this rulemaking action by any of the following methods: • Viewing Comments Electronically—Regulations.gov Classic or Regulations.gov Beta: Regulations.gov Classic: Go to https://www.regulations.gov/. Enter “Docket ID OCC-2018-0041” in the Search box and click “Search.” Click on “Open Docket Folder” on the right side of the screen. Comments and supporting materials can be viewed and filtered by clicking on “View all documents and comments in this docket” and then using the filtering tools on the left side of the screen. Click on the “Help” tab on the Regulations.gov home page to get information on using Regulations.gov . The docket may be viewed after the close of the comment period in the same manner as during the comment period. Regulations.gov Beta: Go to https://beta.regulations.gov/ or click “Visit New Regulations.gov Site” from the Regulations.gov Classic homepage. Enter “Docket ID OCC-2018-0041” in the Search Box and click “Search.” Click on the “Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen .gov Beta: Go to https://beta.regulations.gov/ or click “Visit New Regulations.gov Site” from the Regulations.gov Classic homepage. Enter “Docket ID OCC-2018-0041” in the Search Box and click “Search.” Click on the “Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen. Supporting materials can be viewed by clicking on the “Documents” tab and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen.” For assistance with the Regulations.gov Beta site please call (877) 378-5457 (toll free) or (703) 454-9859 Monday-Friday, 9am-5pm ET or email regulations@erulemakinghelpdesk.com. The docket may be viewed after the close of the comment period in the same manner as during the comment period. • Viewing Comments Personally: You may personally inspect comments at the OCC, 400 7th Street SW, Washington, DC 20219. For security reasons, the OCC requires that visitors make an appointment to inspect comments. You may do so by calling (202) 649-6700 or, for persons who are deaf or hearing impaired, TTY, (202) 649-5597. Upon arrival, visitors will be required to present valid government-issued photo identification and submit to security screening in order to inspect comments. FOR FURTHER INFORMATION CONTACT: For additional information, contact Charlotte Bahin, Senior Advisor for Thrift Supervision, (202) 649-6281, Marta Stewart-Bates, Senior Attorney, (202) 649-5490, Chief Counsel's Office, for persons who are deaf or hearing impaired, TTY, (202) 649-5597, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. SUPPLEMENTARY INFORMATION: I. Background The OCC continually reviews its regulations with the goal of updating them to reduce burden, increase flexibility, and provide clarity where possible orney, (202) 649-5490, Chief Counsel's Office, for persons who are deaf or hearing impaired, TTY, (202) 649-5597, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. SUPPLEMENTARY INFORMATION: I. Background The OCC continually reviews its regulations with the goal of updating them to reduce burden, increase flexibility, and provide clarity where possible. Section 2222 of the Economic Growth and Regulatory Paperwork Reduction Act of 1996 (EGRPRA) requires that, at least once every 10 years, the Federal Financial Institutions Examination Council (FFIEC) and each appropriate Federal banking agency (Agencies) represented on the FFIEC (the OCC, the Federal Deposit Insurance Corporation (FDIC), and the Board of Governors of the Federal Reserve System (Federal Reserve Board)) 1 The purpose of this review is to identify outdated or otherwise unnecessary regulatory requirements imposed on insured depository institutions. Specifically, EGRPRA requires the Agencies to categorize and publish their regulations for comment, requesting commenters to identify areas of the regulations that are outdated, unnecessary, or unduly burdensome, and eliminate unnecessary regulations to the extent that such action is appropriate. The Agencies completed their second EGRPRA review on March 30, 2017, and published a Report to Congress in the Federal Register . 2 The OCC seeks comment on a proposed rule that addresses recommendations from the March 2017 EGRPRA report, including the repeal of 12 CFR 163.39 (Federal savings association employment contracts) and possible amendments to 12 CFR 9.8 and 150.420 (fiduciary recordkeeping) and 9.10 and 150.320 (acceptable collateral for fiduciary funds awaiting investment or distribution). 3 1 Section 2222 of EGRPRA is codified at 12 U.S.C. 3311(b). 2 82 FR 15900 (March 30, 2017). 3 See FFIEC Joint Report to Congress (March 2017), available at https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf amendments to 12 CFR 9.8 and 150.420 (fiduciary recordkeeping) and 9.10 and 150.320 (acceptable collateral for fiduciary funds awaiting investment or distribution). 3 1 Section 2222 of EGRPRA is codified at 12 U.S.C. 3311(b). 2 82 FR 15900 (March 30, 2017). 3 See FFIEC Joint Report to Congress (March 2017), available at https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf. The proposed rule would amend part 192 (Federal savings association conversions from mutual to stock form) to reduce burden, increase flexibility, and replace cross-references to repealed 12 CFR 197 (Securities offerings rules for Federal savings associations) with cross-references to part 16 (Securities offering disclosure rules). The proposed amendments would clarify which forms and accounting standards savings associations must use in connection with a part 192 conversion. The proposed rule also would increase flexibility and reduce burden for Federal savings associations by encouraging electronic filing, electronic meetings, and notice by email and by reducing the number of copies of proxy materials that must be filed with the OCC. Finally, the proposed rule contains various technical and clarifying amendments to parts 3, 4, 11, 16, 19, 23, 26, 32, 108, 112, 141, 160, 161, and 163. II. Description of the Proposal Employment Contracts for Federal Savings Associations . Twelve CFR 163.39 sets forth requirements for Federal savings associations that enter into employment contracts with their officers and employees. Section 163.39(a) requires a Federal savings association's board of directors to approve all employment contracts with its officers and other employees and for those employment contracts to be in writing. Section 163.39(a) also prohibits a Federal savings association from entering into an employment contract with any of its officers or other employees if the employment contract would constitute an unsafe or unsound practice a Federal savings association's board of directors to approve all employment contracts with its officers and other employees and for those employment contracts to be in writing. Section 163.39(a) also prohibits a Federal savings association from entering into an employment contract with any of its officers or other employees if the employment contract would constitute an unsafe or unsound practice. Section 163.39(b) sets forth provisions that a Federal savings association must include in the contract, including the Federal savings association's right to terminate the employee at will. There are no similar requirements for national banks. In March 2017, the FFIEC made its Joint Report to Congress under EGRPRA. One EGRPRA commenter recommended that the OCC eliminate § 163.39 in its entirety because the regulation only applies to Federal savings associations and there is no reason to distinguish Federal savings associations from national banks. Additionally, the commenter stated that it is unnecessary to require board approval of all employment contracts because there are comprehensive safety and soundness standards and interagency guidance on compensation. In the EGRPRA report, the OCC described the plan to limit the requirement for board approval of employment contracts to senior executive officers rather than all employees. Instead of limiting the scope of § 163.39 in the proposed rule to senior executive officers, the OCC proposes to eliminate § 163.39 in its entirety. This approach would provide for consistent treatment of Federal savings associations and national banks with respect to employment contracts and compensation. The OCC believes that the current framework of rules and guidance on compensation and employment contracts, independent of § 163.39, is adequate to address and safeguard against unsafe and unsound employment and compensation practices for Federal savings associations. Federal savings associations, like national banks, are subject to the safety and soundness standards of 12 U.S.C and compensation. The OCC believes that the current framework of rules and guidance on compensation and employment contracts, independent of § 163.39, is adequate to address and safeguard against unsafe and unsound employment and compensation practices for Federal savings associations. Federal savings associations, like national banks, are subject to the safety and soundness standards of 12 U.S.C. 1818; 12 CFR part 30, the prohibition on unsafe and unsound compensation in appendix A to part 30; the prompt corrective action restrictions on compensation to senior executive officers in 12 CFR 6.6(a)(3) and section 38 of the Federal Deposit Insurance Act (FDIA); and are informed by the 2010 Interagency Guidance on Sound Incentive Compensation Policies. Moreover, the boards of directors at national banks and Federal savings associations have oversight responsibilities for compensation, benefits arrangements, and employment contracts for their executive officers and employees. The proposed rule also would reduce burden and increase flexibility for Federal savings associations by eliminating the requirement for written contracts that must be approved by the board of directors, although Federal savings associations would not be prohibited from voluntarily using those procedures for their employment contracts. It is a good corporate governance practice to have agreements relating to employment and compensation in writing and that the board, or committee thereof, review and approve those agreements. The proposed repeal of § 163.39 would not alter any other obligation with regard to employment agreements entered into by a Federal savings association. For example, if there are other laws and regulations that apply to Federal savings associations regarding employment contracts, the repeal of § 163.39 does not affect the application of those laws ttee thereof, review and approve those agreements. The proposed repeal of § 163.39 would not alter any other obligation with regard to employment agreements entered into by a Federal savings association. For example, if there are other laws and regulations that apply to Federal savings associations regarding employment contracts, the repeal of § 163.39 does not affect the application of those laws. The OCC invites comment on whether the OCC should repeal all of § 163.39 or whether there are advantages to retaining the provisions of the rule that provide that an officer or employee has no right to receive compensation or other benefits after termination for cause. Do the safety and soundness standards in part 30, the prohibition on unsafe and unsound compensation in appendix A to part 30, the 2010 Interagency Guidance on Sound Incentive Compensation Policies, board of directors' oversight, and the prompt corrective action restrictions on compensation to senior executive officers provide appropriate safeguards regarding employment and compensation for the officers and employees of Federal savings associations? Would the repeal of § 163.39 reduce burden for Federal savings associations by removing the requirement that employment contracts be in writing and approved by the board? Would the repeal of § 163.39 reduce burden or provide flexibility for Federal savings associations for other reasons? Fiduciary Recordkeeping . Part 9 sets forth the standards that apply to the fiduciary activities of national banks. Part 150 sets forth the standards that apply to the fiduciary activities of Federal savings associations. Sections 9.8 and 150.420 contain requirements for the documentation and retention of records for fiduciary accounts at national banks and Federal savings associations, respectively. Sections 9.8(b) and 4 4 EGRPRA Joint Report to Congress at p. 71, available at https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf ply to the fiduciary activities of Federal savings associations. Sections 9.8 and 150.420 contain requirements for the documentation and retention of records for fiduciary accounts at national banks and Federal savings associations, respectively. Sections 9.8(b) and 4 4 EGRPRA Joint Report to Congress at p. 71, available at https://www.ffiec.gov/pdf/2017_FFIEC_EGRPRA_Joint-Report_to_Congress.pdf. To address this comment, one option would be to amend §§ 9.8(b) and 150.420 to require a national bank or Federal savings association to retain fiduciary account records for the later of three years from the termination of an account, three years from the termination of any litigation relating to the account, or the minimum period required by applicable fiduciary State law. A concern with this approach is that it would impose additional burden on national banks and Federal savings associations if it increases the number of years an institution would be required to retain records and may also require institutions to monitor changes to states' fiduciary laws. Another option would be to decline to amend §§ 9.8(b) and 150.420, after having considered the burden related to aligning this regulation's existing three-year documentation and record retention requirement with applicable State fiduciary law. The OCC notes that nothing in §§ 9.8(b) or 150.420 prohibits financial institutions from holding fiduciary account records longer than the three-year period in order to comply with State law. The OCC invites comment on these options for §§ 9.8(b) and 150.420. Acceptable Collateral for Self-Deposited Trust Funds. Under 12 U.S.C. 92a(d) and 12 CFR 9.10(b)(1), a national bank may deposit trust funds awaiting investment or distribution in the commercial, savings, or other department of the bank, unless prohibited by applicable law. To the extent the funds are not insured by the Federal Deposit Insurance Corporation (FDIC), the national bank must set aside U.S table Collateral for Self-Deposited Trust Funds. Under 12 U.S.C. 92a(d) and 12 CFR 9.10(b)(1), a national bank may deposit trust funds awaiting investment or distribution in the commercial, savings, or other department of the bank, unless prohibited by applicable law. To the extent the funds are not insured by the Federal Deposit Insurance Corporation (FDIC), the national bank must set aside U.S. bonds or other securities and assets designated by the OCC as collateral for the deposit. Sections 9.10(b)(2) and 150.320 list acceptable collateral types for national banks and Federal savings associations, respectively. During the notice and comment period for the EGRPRA report, one commenter suggested an expansion of the § 9.10(b)(2) list of acceptable collateral for fiduciary funds to allow for other instruments that provide similar protection from loss. In response to this comment, the OCC is contemplating expanding the list of acceptable collateral. The OCC requests comment on whether to expand the list of acceptable collateral in §§ 9.10(b)(2) and 150.320 to include additional types of instruments. What other instruments should qualify as acceptable collateral and why? Do these instruments provide sufficient protection from loss to qualify as acceptable collateral under § 9.10(b)(2) and 150.320? Amendments to securities offering disclosure rules. Twelve CFR 16.8 provides an exemption from the registration and prospectus requirements for offers and sales of national bank- or Federal savings association-issued securities that satisfy the requirements of SEC Regulation A (17 CFR part 230) (General rules and regulations, Securities Act of 1933). The SEC's Form 1-A, the offering statement required by Regulation A, requires audited financial statements for certain offerings. However, a national bank or Federal savings association in organization does not have an operating history and cannot generate detailed financial statements that require an audit SEC Regulation A (17 CFR part 230) (General rules and regulations, Securities Act of 1933). The SEC's Form 1-A, the offering statement required by Regulation A, requires audited financial statements for certain offerings. However, a national bank or Federal savings association in organization does not have an operating history and cannot generate detailed financial statements that require an audit. The audited financial statements of a national bank or Federal savings association in organization typically do not add materially to the information already available to the OCC through the chartering process. Therefore, the OCC is proposing to revise § 16.15(e) to clarify that a national bank or Federal savings association in organization is not required to include audited financial statements as part of its offering statement for the issuance of securities pursuant to § 16.8, unless the OCC determines otherwise. Twelve CFR 16.17 sets forth the filing requirements and inspection of documents for securities offerings. The OCC is proposing to add a sentence to § 16.17(b) to clarify that all registration statements, offering documents, amendments, notices, or other documents relating to a mutual to stock conversion pursuant to 12 CFR part 192 must be filed with the appropriate OCC Licensing office and not the Securities and Corporate Practices Division of the OCC. Removal, suspension, or debarment of independent public accountants. Section 36(g)(4)(A) of the FDIA (12 U.S.C. 1831m(g)(4)(A)) provides that the FDIC or an appropriate Federal banking agency may remove, suspend, or bar an independent public accountant, upon a showing of good cause, from performing audit services required by section 36. The OCC's implementing rules for insured national banks and insured Federal branches of foreign banks are set forth in subpart P to 12 CFR part 19. The former OTS implemented section 36(g)(4) with respect to insured savings associations at 12 CFR 513.8, and these rules are substantively identical to subpart P ant, upon a showing of good cause, from performing audit services required by section 36. The OCC's implementing rules for insured national banks and insured Federal branches of foreign banks are set forth in subpart P to 12 CFR part 19. The former OTS implemented section 36(g)(4) with respect to insured savings associations at 12 CFR 513.8, and these rules are substantively identical to subpart P. However, when republishing the former OTS rules as OCC rules pursuant to Title III of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the OCC inadvertently did not republish 12 CFR 513.8 nor amend subpart P of part 19 to apply to Federal savings associations. This proposed amendment would correct that error by amending subpart P to also apply to insured Federal savings associations. The OCC also proposes clarifying amendments to subpart P. First, the proposal would make a clarifying change to § 19.243(b)(2), which provides that hearings will be conducted in the same manner as other hearings under the Uniform Rules of Practice and Procedure (12 CFR part 19, subpart A), by adding a cross-reference to the specific rules and limitations for subpart P hearings set forth in § 19.243(c)(4). Second, the OCC proposes a clarifying change to § 19.243(c)(3), which currently states that an accountant or firm immediately suspended from performing audit services may, within 10 calendar days after service of the notice of immediate suspension, file a stay of the immediate suspension with the OCC, and that if no petition is filed, the immediate suspension will remain in effect. The proposed amendment would clarify that if the accountant or firm has not filed a petition within 10 calendar days, they have waived their right to file a petition. The proposal also would add a cross-reference to § 19.243(c)(2) in § 19.243(c)(3), which sets forth the rules for when the OCC may lift a suspension C, and that if no petition is filed, the immediate suspension will remain in effect. The proposed amendment would clarify that if the accountant or firm has not filed a petition within 10 calendar days, they have waived their right to file a petition. The proposal also would add a cross-reference to § 19.243(c)(2) in § 19.243(c)(3), which sets forth the rules for when the OCC may lift a suspension. Third, the OCC proposes to amend § 19.243(c)(4), which provides that upon request of a stay petition, the Comptroller must designate a presiding officer who must fix a place and time for the hearing that is not more than 10 calendar days after receipt of Federal Register . Definitions of small business loans and small farm loans in lending limits rules. The OCC is proposing revised definitions of “small business loans” and “small farm loans or extensions of credit” in 12 CFR 32.2(cc) and (dd) of the lending limits rule to align the definitions with the language of the Call Report instructions. The revisions to § 32.2(dd) will clarify that the $500,000 limit contained within the “loans to small farms” definition in the Call Report instructions does not apply for purposes of the supplemental lending limit program. Savings Association Conversions from Mutual to Stock Form. The OCC is proposing amendments to 12 CFR part 192, which governs how a savings association may convert from mutual to stock form of ownership under standard and voluntary supervisory conversions. The proposed amendments would reduce burden and increase flexibility for savings associations and would make a number of technical and clarifying amendments. Unless otherwise noted, part 192 applies to both Federal and State savings associations. Forms which governs how a savings association may convert from mutual to stock form of ownership under standard and voluntary supervisory conversions. The proposed amendments would reduce burden and increase flexibility for savings associations and would make a number of technical and clarifying amendments. Unless otherwise noted, part 192 applies to both Federal and State savings associations. Forms. The proposed rule would amend § 192.5(b) to clarify that a savings association must use the forms prescribed under part 192 and 12 CFR part 16 (the securities offering disclosure rules for Federal savings associations and national banks), including the applicable form for a registration statement under § 16.15. Use of the registration forms required by § 16.15 is the standard industry practice, and the proposed amendment is intended to clarify the use of such forms and, therefore, generally would not increase burden on savings associations. The OCC also is proposing to clarify the accounting guidance and requirements that should be used in the preparation and filing of these forms, financial statements, and related financial data under part 192. The accounting guidance and requirements which applied to part 192 conversions and proxy materials were repealed in 2017. 5 New § 192.5(d) would provide that the institution must prepare and present the form and content of financial statements and related financial data in a filing under part 192 in accordance with U.S. Generally Accepted Accounting Principles (GAAP), pursuant to 12 U.S.C. 1463(b)(2)(A), and other applicable accounting guidance and requirements as specified by the OCC in the relevant mutual to stock conversion forms required under § 192.5(b). The OCC notes that it is currently revising its forms under part 192, including Form AC (Application for Conversion); Form PS (Proxy Statement); Form OC (Offering Circular); and Form OF (Order Form), to conform with these proposed amendments to part 192. 5 See 82 FR 8082 (January 23, 2017) rements as specified by the OCC in the relevant mutual to stock conversion forms required under § 192.5(b). The OCC notes that it is currently revising its forms under part 192, including Form AC (Application for Conversion); Form PS (Proxy Statement); Form OC (Offering Circular); and Form OF (Order Form), to conform with these proposed amendments to part 192. 5 See 82 FR 8082 (January 23, 2017). The proposed rule also would make a technical change to this section by defining “OCC” as the Office of the Comptroller of the Currency in the text of § 192.5(b). Electronic filing and computation of time. The OCC is proposing to add a new § 192.7 to encourage the electronic filing of all part 192 applications, notices, or other documents through http://www.banknet.gov, consistent with other licensing-related filings. 6 The OCC also is proposing a new § 192.8 to clarify the computation of time under part 192 when the last day of a time period falls on a Saturday, Sunday, or Federal holiday. Specifically, in computing the time period, the OCC would exclude the day of the act or event ( e.g., the date an application is received by the OCC) from when the period begins to run. When the last day of a time period is a Saturday, Sunday, or Federal holiday, the time period would run until the end of the next day that is not a Saturday, Sunday, or Federal holiday. This amendment would make the computation of time under part 192 consistent with the computation of time rule that applies to corporate activities and transactions pursuant to 12 CFR part 5. 7 6 See 12 CFR 5.2(d). 7 See 12 CFR 5.12. Definitions. In § 192.25, the OCC is proposing to add definitions of “community offering,” “offering circular,” and “voluntary supervisory conversion,” as these terms are currently undefined in part 192 of time under part 192 consistent with the computation of time rule that applies to corporate activities and transactions pursuant to 12 CFR part 5. 7 6 See 12 CFR 5.2(d). 7 See 12 CFR 5.12. Definitions. In § 192.25, the OCC is proposing to add definitions of “community offering,” “offering circular,” and “voluntary supervisory conversion,” as these terms are currently undefined in part 192. The proposal defines “community offering” as the offering to sell to members of the general public in the savings association's community the securities not subscribed for in the subscription offering and provides that the community offering may occur concurrently with the subscription offering and any syndicated community offering or upon conclusion of the subscription offering. The proposal defines “offering circular” as the securities offering materials for the conversion. The proposal defines “voluntary supervisory conversion” as a mutual to stock conversion for a savings association that is unable to complete a standard mutual to stock conversion under subpart A to part 192 and that meets the eligibility requirements of § 192.625. The proposed rule would also add a number of definitions to § 192.25 that are currently included in 12 CFR part 141 (Definition for regulations affecting Federal savings associations), and 12 CFR part 161 (Definitions for regulations affecting all savings associations). Although the definitions in parts 141 and 161 apply to part 192, the OCC believes that it is more appropriate to include these definitions in part 192 than in a separate rule. Specifically, the proposal would add the definition of: (1) “appropriate Federal banking agency” from § 161.7, which is defined as in section 3 of the FDIA (12 U.S.C tions for regulations affecting all savings associations). Although the definitions in parts 141 and 161 apply to part 192, the OCC believes that it is more appropriate to include these definitions in part 192 than in a separate rule. Specifically, the proposal would add the definition of: (1) “appropriate Federal banking agency” from § 161.7, which is defined as in section 3 of the FDIA (12 U.S.C. 1813(q)); (2) “demand accounts” from § 161.16, which means non-interest-bearing demand deposits that are subject to check or to withdrawal or transfer on negotiable or transferable order to the savings association and that are permitted to be issued by statute, regulation, or otherwise and are payable on demand; (3) “Federal savings association” from § 141.11, which means a Federal savings association or Federal savings bank chartered under section 5 of the Home Owners' Loan Act (HOLA) (12 U.S.C. 1464); (4) “savings account” from § 161.42, which means any withdrawable account, including a demand account, except this term does not mean a tax and loan account, a note account, a United States Treasury general account, or a United States Treasury time deposit-open account; and (5) “savings association” from § 161.43, which means a savings association as defined in section 3 of the FDIA (12 U.S.C. 1813(b)(1)). In addition, the proposed rule would add the definition of “state” to mean any State of the United States, the District of Columbia, any territory of the United Finally, the proposed rule would add the definition of “state savings association,” defined to have the same definition as in section 3 of the FDIA (12 U.S.C. 1813(b)(3)). This definition is not included in parts 141 or 161. However, the OCC believes it would be helpful to define this term in part 192 because the proposed rule adds the definitions of other related terms. Prior to conversion ed Finally, the proposed rule would add the definition of “state savings association,” defined to have the same definition as in section 3 of the FDIA (12 U.S.C. 1813(b)(3)). This definition is not included in parts 141 or 161. However, the OCC believes it would be helpful to define this term in part 192 because the proposed rule adds the definitions of other related terms. Prior to conversion. Twelve CFR 192.100 (Preparing for a conversion) requires that a savings association's board, or subcommittee of the board, meet with the appropriate Federal banking agency before adopting its plan of conversion. The OCC is proposing to increase flexibility by allowing in person or electronic board meetings for purposes of § 192.100. The OCC also proposes to amend § 192.115 (Review of business plan by the appropriate Federal banking agency) to clarify that the business plan must be filed as a confidential exhibit to Form AC (Application for Conversion). Plan of conversion. Twelve CFR 192.135 (Notifying members of plan of conversion) requires that a savings association promptly notify its members that its board of directors adopted a plan of conversion and that a copy of the plan is available for the members' inspection in its home office and its branch offices. The savings association must make this notice by mailing a letter to each member or by publishing a notice in the local newspaper in every local community where the savings association has an office. The savings association may also issue a press release. The OCC proposes to increase flexibility and reduce burden by allowing a savings association to email a letter with a notification of the plan of conversion instead of mailing a letter to its members who receive electronic communication. The proposal also would allow a savings association to make the press release available on its website. Rejection of application for conversion a press release. The OCC proposes to increase flexibility and reduce burden by allowing a savings association to email a letter with a notification of the plan of conversion instead of mailing a letter to its members who receive electronic communication. The proposal also would allow a savings association to make the press release available on its website. Rejection of application for conversion. Twelve CFR 192.150 (Information required in an application for conversion) provides that the appropriate Federal banking agency will not accept for filing, and will return, any application for conversion that is executed improperly, materially deficient, substantially incomplete, or that provides for unreasonable conversion expenses. The OCC proposes to amend § 192.150(b) to permit, rather than require, the appropriate Federal banking agency to return any application for conversion that is executed improperly, materially deficient, substantially incomplete, or that provides for unreasonable conversion expenses. A materially deficient or substantially incomplete application may not always be returned, especially if it is submitted electronically as a PDF document or if there are supervisory or enforcement reasons to retain the application. Notice of filing of application and comment process. Twelve CFR 192.185 sets forth the process for commenters to submit public comments on an application for conversion. Section 192.185 currently requires a commenter to file the original and one copy of any comments on an application for conversion with the appropriate OCC licensing office. The OCC proposes to amend § 192.185 to require the commenter to file only one copy of the comment instead of both an original and copy of any comments with the appropriate OCC licensing office. Proxy solicitation. Twelve CFR 192.275 requires a savings association to file seven copies of its revised proxy materials and related documents as an amendment to its application for conversion ng office. The OCC proposes to amend § 192.185 to require the commenter to file only one copy of the comment instead of both an original and copy of any comments with the appropriate OCC licensing office. Proxy solicitation. Twelve CFR 192.275 requires a savings association to file seven copies of its revised proxy materials and related documents as an amendment to its application for conversion. The OCC proposes to revise § 192.275 to reduce burden for savings associations by requiring the filing of only one copy of these materials with the OCC. The OCC also proposes to amend § 192.275(c) to remove the requirement that four copies of the revised proxy solicitation materials be marked to clearly indicate the changes from the prior filing. Instead, the savings association would need to file only one copy of the revised proxy solicitation materials that clearly indicates the changes. Offering circular requirements. Twelve CFR 192.300 currently requires that a Federal savings association file its offering circular with the Securities and Corporate Practices Division of the OCC and that a State savings association file its offering circular with the appropriate FDIC region in compliance with part 192 and Form OC, and, where applicable, part 197. The OCC proposes to amend § 192.300 to replace the cross-reference to repealed part 197 with a more specific cross-reference to the applicable SEC registration statement form required under 12 CFR 16.15. Additionally, the OCC is clarifying that a Federal savings association must file its offering circular with the appropriate OCC Licensing office, not the Securities and Corporate Practices Division. As a corresponding change, the OCC is proposing to amend § 16.17 (Filing requirements and inspection of documents) to clarify that all registration statements, offering documents, amendments, notices, or other documents relating to a mutual to stock conversion pursuant to part 192 must be filed with the appropriate OCC Licensing office office, not the Securities and Corporate Practices Division. As a corresponding change, the OCC is proposing to amend § 16.17 (Filing requirements and inspection of documents) to clarify that all registration statements, offering documents, amendments, notices, or other documents relating to a mutual to stock conversion pursuant to part 192 must be filed with the appropriate OCC Licensing office. The proposal would amend §§ 192.305(b) and (c), 192.310(a), and 192.310(b) to clarify that the SEC, not the “appropriate Federal banking agency,” declares Federal savings association holding company offering circulars effective in mutual to stock conversions under part 192. Offers and sales of stock. Section 192.340(d) states that any person who is found to have violated the restrictions in § 192.340(b) may face prosecution or other legal action. To clarify and make consistent the actions that may result from engaging in any of the prohibited activities listed in all of § 192.340, the OCC is proposing to amend § 192.340(d) to state that persons engaged in any of the activities listed in § 192.340(a) and all of § 192.340(b) may be subject to enforcement actions, civil money penalties, or criminal prosecution. Priority of accounts. Twelve CFR 192.430 describes the requirements for charter amendments, charter cancellations, and new charters that apply to a savings association conducting a conversion under part 192. The OCC proposes to add a new paragraph in § 192.430 to require that, in any conversion pursuant to this section that involves a mutual holding company, the charter of each resulting subsidiary savings association of the holding company must contain a provision, specified in § 192.430(d), indicating that the claims of depositors of the savings association have the same priority as the claims of general creditors of the savings association not having priority (other than any priority arising or resulting from consensual subordination) over other general creditors of the association idiary savings association of the holding company must contain a provision, specified in § 192.430(d), indicating that the claims of depositors of the savings association have the same priority as the claims of general creditors of the savings association not having priority (other than any priority arising or resulting from consensual subordination) over other general creditors of the association. The former OTS regulation for mutual holding companies, 12 CFR 575.9(b) (2011), originally required the inclusion of a similar priority of accounts provision in the charters of subsidiary savings associations of mutual holding companies, regardless of whether the subsidiary had a State or Federal charter. When promulgating 12 CFR 575.9(b), the OTS stated that the purpose of the priority of accounts provision was to ensure that claims of depositors of the insured institution were not relegated to a lower priority due to the fact that the deposits confer 8 However, after the enactment of the Dodd-Frank Act, which transferred the holding company regulations of the former OTS to the Federal Reserve Board, 9 the Federal Reserve Board republished 12 CFR 575.9(b) as a Federal Reserve Board regulation without including this charter requirement because it related to savings associations and not mutual holding companies. 10 The OCC believes that the priority of accounts provision in the former OTS regulation protected member rights, and the proposed amendment reinstates this charter requirement for all savings association subsidiaries of a mutual holding company. 11 However, notwithstanding this provision, if a savings association is placed in conservatorship or receivership, its assets would be distributed in accordance with the FDIA, 12 U.S.C. 1811, et seq., and the depositor preference provisions of section 11(d)(11) of the FDIA, 12 U.S.C. 1821(d)(11). 8 See 56 FR 1126, 1133 (January 11, 1991). 9 Section 312(b)(1), Public Law 111-203. 121 Stat. 1376 (July 21, 2010) ithstanding this provision, if a savings association is placed in conservatorship or receivership, its assets would be distributed in accordance with the FDIA, 12 U.S.C. 1811, et seq., and the depositor preference provisions of section 11(d)(11) of the FDIA, 12 U.S.C. 1821(d)(11). 8 See 56 FR 1126, 1133 (January 11, 1991). 9 Section 312(b)(1), Public Law 111-203. 121 Stat. 1376 (July 21, 2010). 10 See 76 FR 56508, 56523 (September 13, 2011) (“[This section] contains the provisions from section 575.9 concerning charters, as revised to delete unnecessary provisions specific to savings associations and to reflect the change in supervisory authority.”) See also, 12 CFR 239.13. 11 Twelve CFR 5.21 requires all Federal mutual savings association charters to include this priority of accounts provision. Liquidation account. Twelve CFR 192.460 sets forth how a savings association determines the initial balances of liquidation sub-accounts. The OCC proposes to revise § 192.460(a)(1) to provide that a savings association must calculate the initial liquidation sub-account balance of each eligible and supplemental eligible account holder at the time of the conversion. Because the current § 192.460 does not explain when a savings association must perform the calculation, this amendment would clarify that the initial liquidation sub-accounts must be calculated at the time of the conversion. Section 192.460(a)(1) provides the calculation for a savings account held by an eligible account holder, which is to multiply the initial balance of the liquidation account by a fraction that has as its numerator the qualifying deposit in the savings account expressed in dollars on the eligibility record date and as its denominator the total qualifying deposits of all eligible account holders on the eligibility record date ides the calculation for a savings account held by an eligible account holder, which is to multiply the initial balance of the liquidation account by a fraction that has as its numerator the qualifying deposit in the savings account expressed in dollars on the eligibility record date and as its denominator the total qualifying deposits of all eligible account holders on the eligibility record date. Section 192.460(a)(2) provides the same calculation for a savings account held by a supplemental eligible account holder, except that the eligibility record date is replaced with the supplemental eligibility record date. However, the denominator used for the calculation of the initial sub-account balances for both eligible account holders and supplemental eligible account holders is incorrect because the denominator in the current regulation does not include both the deposits of eligible account holders and the deposits of the supplemental eligible account holders. This results in both eligible account holders and supplemental account holders having a greater claim than their appropriate portion of the liquidation account. The proposed amendments would correct this error by inserting language in § 192.460 similar to that in the previous OTS regulation, renumbering the § 192.460(a)(1) and (2) calculations to be in § 192.460(a)(2) and (3), making the denominator in the fractions in § 192.460(a)(2) and (3) the total sub-account balances of eligible account holders and supplemental eligible account holders as calculated in proposed revised § 192.460(a)(5). As proposed, § 192.460(a)(5) provides that the denominator for calculating the initial sub-account balance of each eligible and supplemental eligible account holder is the sum of the numerator calculations in § 192.460(a)(2) through (4) (2) and (3) the total sub-account balances of eligible account holders and supplemental eligible account holders as calculated in proposed revised § 192.460(a)(5). As proposed, § 192.460(a)(5) provides that the denominator for calculating the initial sub-account balance of each eligible and supplemental eligible account holder is the sum of the numerator calculations in § 192.460(a)(2) through (4). These proposed changes would make clear that the eligible account holders and the supplemental eligible account holders would be allocated their proportionate shares of the liquidation account (the association's net worth, as defined in 12 CFR 192.455). In addition, the 2002 OTS amendments to the liquidation account provision inadvertently removed language that addressed savings accounts that increased in value between the eligible record date and the supplemental eligibility record date. 12 As a result, the current regulation does not address accounts that increased in size between the two dates. Therefore, the OCC proposes to add language in § 192.460(a)(4) providing that for a savings account held on both the eligibility record date and the supplemental eligibility record date, the amount of the qualifying deposit for calculating the sub-account is the higher account balance of the savings account on either the eligibility record date or the supplemental eligibility record date. The initial sub-account is calculated by multiplying the liquidation account balance by the following fraction: The numerator is the higher amount of the qualifying deposit in the savings account on either the eligibility record date or the supplemental eligibility record date and the denominator is the calculation in proposed added § 192.460(a)(5). 12 See 67 FR 52009 (August 9, 2002) cord date. The initial sub-account is calculated by multiplying the liquidation account balance by the following fraction: The numerator is the higher amount of the qualifying deposit in the savings account on either the eligibility record date or the supplemental eligibility record date and the denominator is the calculation in proposed added § 192.460(a)(5). 12 See 67 FR 52009 (August 9, 2002). The pre-2002 OTS regulation at 12 CFR 563b.3(f)(4) stated “The initial subaccount balance for a savings account held by an eligible account holder and/or supplemental eligible account holder shall be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of qualifying deposits in such savings account on the eligibility record date and/or the supplemental eligibility record date and the denominator is the total amount of qualifying deposits of all eligible account holders and supplemental eligible account holders in the converting savings association on such dates. For savings accounts in existence at both dates, separate subaccounts shall be determined on the basis of the qualifying deposits in such saving accounts on such record dates.” The OCC invites comment on whether the proposed changes to § 192.460 help to clarify the computation of liquidation sub-account balances. Do commenters have any alternative methods for clarifying these computations? Contributions to charitable organizations. Twelve CFR 192.550 permits a savings association to contribute some of its conversion shares or proceeds to a charitable organization, provided certain requirements are met. One of these requirements, set forth at 12 CFR 192.575(a)(3), is that the charitable organization must annually provide the appropriate Federal banking agency with a copy of the annual report that it submitted to the IRS ions. Twelve CFR 192.550 permits a savings association to contribute some of its conversion shares or proceeds to a charitable organization, provided certain requirements are met. One of these requirements, set forth at 12 CFR 192.575(a)(3), is that the charitable organization must annually provide the appropriate Federal banking agency with a copy of the annual report that it submitted to the IRS. The OCC proposes to remove this requirement because is often not used and, if necessary, the OCC may obtain it from the IRS or request it directly from the charitable organization. Prohibition on self-dealing for charitable organizations. 12 CFR 192.575 (Other requirements for charitable organizations) provides that a charitable organization may not engage in self-dealing. The OCC proposes to amend § 192.575(a) to provide that a charitable organization must not engage in self-dealing, in order to emphasize the prohibition on self-dealing. The OCC also proposes to move the requirement that the charitable organization comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code to a new paragraph (a)(5) in § 192.575. Voluntary supervisory conversions. Section 192.600 describes the purposes of subpart B to part 192, which governs voluntary supervisory mutual to stock conversions. A voluntary supervisory conversion is a transaction to recapitalize an eligible mutual savings association where the association's members have no rights of approval or participation and no rights to the Section 192.650 sets forth the information required to be included in a plan of voluntary supervisory conversion. Among other things, current § 192.650 requires the savings association's name and address; the name, address, date and place of birth, and social security number of each proposed purchaser of conversion shares s members have no rights of approval or participation and no rights to the Section 192.650 sets forth the information required to be included in a plan of voluntary supervisory conversion. Among other things, current § 192.650 requires the savings association's name and address; the name, address, date and place of birth, and social security number of each proposed purchaser of conversion shares. The OCC proposes to remove the personal identifying information from the plan of voluntary supervisory conversion ( i.e., the name, address, date and place of birth, and social security number of each proposed purchaser of conversion shares) as the OCC does not believe the inclusion of such information is necessary or appropriate. The plan is a publicly available document and the OCC believes that requiring this information raises privacy concerns. The OCC also proposes to amend § 192.650 to remove from the plan of voluntary supervisory conversion the title, per-unit par value, number, and per-unit and aggregate offering price of shares that the savings association will issue; and the number and percentage of shares that each investor will purchase. The OCC does not find this information to be necessary in the plan of voluntary supervisory conversion. In addition, the OCC proposes to move the information required in the plan by § 192.650(e) (the aggregate number and percentage of shares that each director, officer, and any affiliates or associates of the director or officer will purchase) to the application for voluntary supervisory conversion in § 192.660(d)(5). The OCC believes this information more appropriately belongs in the application, rather than the plan, because the OCC reviews these proposed purchases during the application review process and because the proposed purchases may change during the review of the application ssociates of the director or officer will purchase) to the application for voluntary supervisory conversion in § 192.660(d)(5). The OCC believes this information more appropriately belongs in the application, rather than the plan, because the OCC reviews these proposed purchases during the application review process and because the proposed purchases may change during the review of the application. As a result, under revised § 192.650, a plan for voluntary supervisory conversion would be required to contain a complete description of the proposed voluntary supervisory conversion that also describes plans for any liquidation account and certified copies of all resolutions relating to the conversion adopted by the savings association's board of directors. Twelve CFR 192.660 specifies the information a savings association must include in its application for voluntary supervisory conversion. To assist in its review of these applications, the proposal would require the application to contain some additional information. As described in the preceding paragraph, the proposal would relocate the information contained in current § 192.650(e) (the aggregate number and percentage of shares that each director, officer, and any affiliates or associates of the director or officer will purchase) to § 192.660(d)(5). The proposal would add a new § 192.660(e)(3) to require that the voluntary supervisory conversion application include any securities offering circular and other securities disclosure materials that the savings association has prepared to use in connection with the proposed voluntary supervisory conversion. In addition, the proposal would require that the application include a statement indicating the role in the successor savings association each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion e materials that the savings association has prepared to use in connection with the proposed voluntary supervisory conversion. In addition, the proposal would require that the application include a statement indicating the role in the successor savings association each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion. The OCC finds that information on the role that each director, officer, affiliate, and associate will have after the conversion to be necessary for consideration of the decision factors in § 192.670(c) and (d). 13 Finally, the proposal would require as part of this application any other information requested by the OCC, as authorized by law. 13 Under § 192.670(c) and (d), the appropriate Federal banking agency will generally approve a voluntary supervisory conversion application unless it determines the savings association or its acquiror, or the controlling parties or directors and officers of the savings association or its acquiror, have engaged in unsafe or unsound practices in connection with the voluntary supervisory conversion, or the savings association fails to justify an employment contract incidental to the conversion, or the employment contract will be an unsafe or unsound practice or represent a sale of control. Federal Home Loan Bank (FHLB) membership. The proposal would remove the references to FHLB membership in §§ 192.135(b)(12) and 192.660(g)(4) because Federal savings associations are no longer required to be members of the FHLB System. 14 The existing provisions of part 192 that reference FHLB membership were drafted when FHLB System membership was required for Federal savings associations. Whether the Federal savings association retains FHLB membership has no impact on the OCC's consideration of an application for a voluntary supervisory conversion in § 192.660(g)(4), nor would it be of interest to members as part of the notice in § 192.135(b)(12) isions of part 192 that reference FHLB membership were drafted when FHLB System membership was required for Federal savings associations. Whether the Federal savings association retains FHLB membership has no impact on the OCC's consideration of an application for a voluntary supervisory conversion in § 192.660(g)(4), nor would it be of interest to members as part of the notice in § 192.135(b)(12). 14 In 1999, HOLA was amended to no longer require Federal savings associations to become FHLB members. See 12 U.S.C. 1464(f); Public Law 106-102 section 603 (1999). Technical amendments. The proposal would make several global technical changes to part 192. First, the proposed rule would change the text of part 192 from the OTS question and answer format to the standard format of the national bank rules in 12 CFR parts 1 through 50. Second, the proposed rule would add paragraph headings in compliance with Federal Register guidelines. Third, the proposed rule would clarify that calendar days are used for computations of time under part 192. Finally, the proposed rule replaces cross-references to the repealed 12 CFR part 197 (2017) (Securities offering disclosure rules) with cross-references to the OCC rule that now applies to Federal savings associations, 12 CFR part 16. Furthermore, the proposed rule would make a number of technical changes to specific sections of part 192. First, the proposed rule would amend § 192.200 to remove the cross-reference to the FDIC's repealed capital rules in subpart Z to part 390. In addition, the proposed rule would remove from § 192.520(b) the cross-reference to part 167 and replace it with a cross-reference to integrated part 3. Finally, the proposed rule would amend § 192.660 by replacing an outdated cross-reference to the Thrift Financial Report with the Call Report. Miscellaneous technical amendments. The proposal would amend subpart J to 12 CFR part 3 to correct an out-of-date cross-reference le would remove from § 192.520(b) the cross-reference to part 167 and replace it with a cross-reference to integrated part 3. Finally, the proposed rule would amend § 192.660 by replacing an outdated cross-reference to the Thrift Financial Report with the Call Report. Miscellaneous technical amendments. The proposal would amend subpart J to 12 CFR part 3 to correct an out-of-date cross-reference. Currently, at 12 CFR 3.601(b), OCC regulations provide, in part, that a capital directive ( i.e., an order issued by the OCC to a national bank or Federal savings association to take certain actions to achieve and/or maintain a specified capital ratio) is enforceable in the same manner and to the same extent as a final cease and desist order as defined under 12 U.S.C. 1818(k). Because section 1818(k) has been repealed, the OCC is amending this provision to provide instead that a capital directive is enforceable under section 1818(i) in the same manner and to the same extent as an effective and The proposal would amend 12 CFR 4.14(a)(9) to remove cross-references to 12 CFR parts 194 (2017) and 197, which have been repealed. The requirements in former parts 194 and 197 have been added to parts 11 and 16, respectively, and the cross-references to those parts have been added to § 4.14(a)(9) accordingly. The proposal would amend 12 CFR 4.34(c)(2), 4.37(a)(2)(ii), 108.6(d), 108.7(c) and (d), and 112.4 to change “the OCC's Enforcement and Compliance Division” to “the OCC's Law Department.” Similarly, the proposal would amend 12 CFR 11.3(a), 16.17(a) and (f), and 16.30(a) by removing the phrase “the OCC's Securities and Corporate Practices Division” and replacing it with “the OCC's Law Department.” The proposal would amend 12 CFR 23.6 to change an incorrect singular subject and verb to the correct plural subject and verb. The proposal would amend 12 CFR 26.6(b)(4) to correct a cross-reference. The cross-reference to § 5.51(c)(6) is incorrect; the correct cross-reference is § 5.51(c)(7) he OCC's Securities and Corporate Practices Division” and replacing it with “the OCC's Law Department.” The proposal would amend 12 CFR 23.6 to change an incorrect singular subject and verb to the correct plural subject and verb. The proposal would amend 12 CFR 26.6(b)(4) to correct a cross-reference. The cross-reference to § 5.51(c)(6) is incorrect; the correct cross-reference is § 5.51(c)(7). The proposal also removes a number of definitions in the OCC's rules for Federal and State savings associations that are no longer necessary. These definitions are currently included in 12 CFR part 141 (Definition for regulations affecting Federal savings associations) and 12 CFR part 161 (Definitions for regulations affecting all savings associations). These definitions apply only to the OCC's rules in parts 100 through 195, which the former OTS originally issued and the OCC republished as OCC rules pursuant to the Dodd-Frank Act. Because the OCC has integrated and amended a number of these rules, many of the terms defined in parts 141 and 161 are no longer used in parts 100 through 195 and, therefore, these definitions are no longer necessary. Specifically, the OCC proposes to remove the definitions of “Act,” “debit card,” “improved nonresidential real estate,” “improved residential real estate,” “interim Federal savings association,” “interim state savings association,” “unimproved real estate,” “withdrawal value of a savings account,” “accountholder,” “audit period,” “land loan,” “low-rent housing,” “Money Market Deposit Accounts,” “Negotiable Order of Withdrawal (NOW) accounts,” ” nonresidential construction loan,” “nonwithdrawable account,” “parent company,” “principal office,” “service corporation,” and “subordinated debt security.” The OCC also proposes to amend the definition of “state” in § 161.50 so that it is identical to the definition of this term in section 3 of the FDIA (12 U.S.C. 1813(a)(3)) Deposit Accounts,” “Negotiable Order of Withdrawal (NOW) accounts,” ” nonresidential construction loan,” “nonwithdrawable account,” “parent company,” “principal office,” “service corporation,” and “subordinated debt security.” The OCC also proposes to amend the definition of “state” in § 161.50 so that it is identical to the definition of this term in section 3 of the FDIA (12 U.S.C. 1813(a)(3)). Specifically, the proposed definition would include any territory of the United States, American Samoa, the Trust Territory of the Pacific Islands, and the Northern Mariana Islands, in addition to a State, the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. The proposal would amend 12 CFR 160.60(b)(3) to remove a cross-reference to the repealed § 163.43 and replace with § 31.2. The proposed rule also would amend parts 160 and 163 to define “OCC” as the Office of the Comptroller of the Currency in the text of §§ 160.1 and 163.47, and to define “FDIC” as the Federal Deposit Insurance Corporation in § 163.80. Finally, the OCC proposes to update the authority citation for 12 CFR 195.11(a) to include a citation to section 312 of the Dodd-Frank Act (12 U.S.C. 5412(b)(2)(B)). III. Request for Comments The OCC encourages comment on any aspect of this proposal and especially on those issues noted in this preamble. IV. Regulatory Analysis Regulatory Flexibility Act The Regulatory Flexibility Act, 5 U.S.C. 601 et seq., (RFA), requires an agency, in connection with a proposed rule, to prepare an Initial Regulatory Flexibility Analysis describing the impact of the rule on small entities (defined by the Small Business Administration (SBA) for purposes of the RFA to include commercial banks and savings institutions with total assets of $600 million or less and trust companies with total revenue of $41.5 million or less) or to certify that the proposed rule would not have a significant economic impact on a substantial number of small entities the impact of the rule on small entities (defined by the Small Business Administration (SBA) for purposes of the RFA to include commercial banks and savings institutions with total assets of $600 million or less and trust companies with total revenue of $41.5 million or less) or to certify that the proposed rule would not have a significant economic impact on a substantial number of small entities. The OCC currently supervises approximately 886 small entities, of which 258 are Federal savings associations. 15 The proposed rule would place one new mandate on Federal savings associations to submit additional information to the OCC as part of their voluntary supervisory conversion applications to convert from mutual to stock form pursuant to 12 CFR 192.660. Because the additional reporting requirement for Federal savings associations that are converting from mutual to stock form through a voluntary supervisory conversion would likely require minimal additional effort relative to the overall conversion application, the additional cost of collecting this additional information would likely be de minimis. Therefore, the OCC certifies that the proposed rule, if implemented, would not have a significant economic impact on a substantial number of OCC-supervised small entities. 15 The OCC bases its estimate of the number of small entities on the SBA's size thresholds for commercial banks and savings institutions, and trust companies, which are $600 million and $41.5 million, respectively. Consistent with the General Principles of Affiliation 13 CFR 121.103(a), the OCC counts the assets of affiliated financial institutions when determining if we should classify an OCC-supervised institution a small entity. The OCC uses December 31, 2017, to determine size because a “financial institution's assets are determined by averaging the assets reported on its four quarterly financial statements for the preceding year.” See footnote 8 of the U.S. Small Business Administration's Table of Size Standards d financial institutions when determining if we should classify an OCC-supervised institution a small entity. The OCC uses December 31, 2017, to determine size because a “financial institution's assets are determined by averaging the assets reported on its four quarterly financial statements for the preceding year.” See footnote 8 of the U.S. Small Business Administration's Table of Size Standards. Unfunded Mandates Reform Act of 1995 Consistent with the Unfunded Mandates Reform Act, the OCC's review considers whether the mandates imposed by the proposed rule may result in an expenditure of $100 million or more (adjusted for inflation) by state, local, and tribal governments, or by the private sector, in any one year. The proposed rule would place one new mandate on Federal savings associations to submit additional information to the OCC as part of their voluntary supervisory conversion applications to convert from mutual to stock form pursuant to 12 CFR 192.660. This additional requirement for Federal savings associations to submit additional information to the OCC would likely result in a de minimis increase in costs. Therefore, we conclude that the proposed rule would not result in the expenditure of $100 million or more annually (adjusted for inflation) by state, local, and tribal governments, or by the private sector. Paperwork Reduction Act Under the Paperwork Reduction Act of 1995, 16 the OCC may not conduct or sponsor, and a person is not required to respond to, an information collection unless the information collection displays a valid OMB control number. The OCC has submitted the information 16 44 U.S.C. 3501 et seq. The proposal would add a new § 192.660(e)(3) to require that the voluntary supervisory conversion application include a statement indicating the role in the successor savings association each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion l number. The OCC has submitted the information 16 44 U.S.C. 3501 et seq. The proposal would add a new § 192.660(e)(3) to require that the voluntary supervisory conversion application include a statement indicating the role in the successor savings association each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion. This burden for this requirement will be added to the existing information collection for OCC's Licensing Manual. Title: Voluntary Supervisory Conversion Application: Successor Savings Association Roles. OMB Control No.: 1557-NEW. Frequency of Response: On occasion. Affected Public: Businesses or other for-profit organizations. Estimated Number of Respondents: 1. Estimated Burden per Respondent: 2 hours. Estimated Total Annual Burden: 2 hours. Please submit comments using the instructions in the ADDRESSES section of this document. Comments are invited on: (a) Whether the collections of information are necessary for the proper performance of the functions of the OCC, including whether the information has practical utility; (b) The accuracy of the OCC's estimates of the burden of the collections of information; (c) Ways to enhance the quality, utility, and clarity of the information to be collected; (d) Ways to minimize the burden of the collections on respondents, including through the use of automated collection techniques or other forms of information technology; and r the information has practical utility; (b) The accuracy of the OCC's estimates of the burden of the collections of information; (c) Ways to enhance the quality, utility, and clarity of the information to be collected; (d) Ways to minimize the burden of the collections on respondents, including through the use of automated collection techniques or other forms of information technology; and (e) Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. List of Subjects 12 CFR Part 3 Administrative practice and procedure, Banks, banking, Federal Reserve System, Investments, National banks. 12 CFR Part 4 Administrative practice and procedure, Freedom of Information, Individuals with disabilities, Minority businesses, Organization and functions (Government agencies), Reporting and recordkeeping requirements, Women. 12 CFR Part 11 Business information, National banks, Reporting and recordkeeping requirements, Securities. 12 CFR Part 16 National banks, Reporting and recordkeeping requirements, Securities. 12 CFR Part 19 Crime, Equal access to justice, Investigations, National banks, Penalties, Securities. 12 CFR Part 23 Banks, Banking, National banks, Reporting and recordkeeping requirements. 12 CFR Part 26 Antitrust, Holding companies, National banks. 12 CFR Part 32 National banks, Reporting and recordkeeping requirements. 12 CFR Part 108 Administrative practice and procedure, Crime, Savings associations. 12 CFR Part 112 Administrative practice and procedure, Investigations. 12 CFR Part 141 Reporting and recordkeeping requirements, Savings associations. 12 CFR Part 160 Consumer protection, Investments, Manufactured homes, Mortgages, Reporting and recordkeeping requirements, Savings associations, Securities. 12 CFR Part 161 Administrative practice and procedure, Savings associations iations. 12 CFR Part 112 Administrative practice and procedure, Investigations. 12 CFR Part 141 Reporting and recordkeeping requirements, Savings associations. 12 CFR Part 160 Consumer protection, Investments, Manufactured homes, Mortgages, Reporting and recordkeeping requirements, Savings associations, Securities. 12 CFR Part 161 Administrative practice and procedure, Savings associations. 12 CFR Part 163 Accounting, Administrative practice and procedure, Advertising, Crime, Currency, Investments, Mortgages, Reporting and recordkeeping requirements, Savings associations. 12 CFR Part 192 Reporting and recordkeeping requirements, Savings associations, Securities. Accordingly, the Office of the Comptroller of the Currency proposes to amend 12 CFR chapter I as follows: PART 3—CAPITAL ADEQUACY STANDARDS 1. The authority citation for part 3 continues to read as follows: Authority: 12 U.S.C. 93a, 161, 1462, 1462a, 1463, 1464, 1818, 1828(n), 1828 note, 1831n note, 1835, 3907, 3909, and 5412(b)(2)(B). § 3.2 [Amended] 2. Section 3.2 is amended in the definition of Qualifying master netting agreement in paragraph (2)(i)(A) by removing “; or” and adding a period in its place. 3. Section 3.601 is amended by revising paragraph (b) to read as follows: § 3.601 Purpose and Scope. (b) A directive issued under this rule, including a plan submitted under a directive, is enforceable under the provisions of 12 U.S.C. 1818(i) in the same manner and to the same extent as an effective and outstanding cease and desist order issued pursuant to 12 U.S.C. 1818(b) that has become final. Violation of a directive may result in assessment of civil money penalties in accordance with 12 U.S.C. 3909(d). PART 4—ORGANIZATION AND FUNCTIONS, AVAILABILITY AND RELEASE OF INFORMATION, CONTRACTING OUTREACH PROGRAM, POST-EMPLOYMENT RESTRICTIONS FOR SENIOR EXAMINERS 4. The authority citation for part 4 continues to read as follows: Authority: 5 U.S.C. 301, 552; 12 U.S.C become final. Violation of a directive may result in assessment of civil money penalties in accordance with 12 U.S.C. 3909(d). PART 4—ORGANIZATION AND FUNCTIONS, AVAILABILITY AND RELEASE OF INFORMATION, CONTRACTING OUTREACH PROGRAM, POST-EMPLOYMENT RESTRICTIONS FOR SENIOR EXAMINERS 4. The authority citation for part 4 continues to read as follows: Authority: 5 U.S.C. 301, 552; 12 U.S.C. 1, 93a, 161, 481, 482, 484(a), 1442, 1462a, 1463, 1464 1817(a), 1818, 1820, 1821, 1831m, 1831p-1, 1831o, 1833e, 1867, 1951 et seq., 2601 et seq., 2801 et seq., 2901 et seq., 3101 et seq., 3401 et seq., 5321, 5412, 5414; 15 U.S.C. 77uu(b), 78q(c)(3); 18 U.S.C. 641, 1905, 1906; 29 U.S.C. 1204; 31 U.S.C. 5318(g)(2), 9701; 42 U.S.C. 3601; 44 U.S.C. 3506, 3510; E.O. 12600 (3 CFR, 1987 Comp., p. 235). § 4.14 [Amended] 5. Section 4.14 is amended in paragraph (a)(9) by removing the phrase “parts 11, 16, 194 or 197 of this chapter” and adding in its place “part 11 or 16 of this chapter”. § 4.34 [Amended] 6. Section 4.34 is amended in paragraph (c)(2) by removing the phrase “and Compliance”. § 4.37 [Amended] 7. Section 4.37 is amended in paragraph (a)(2)(ii) by removing the phrase “and Compliance”. PART 11—SECURITIES EXCHANGE ACT DISCLOSURE RULES 8. The authority citation for part 11 continues to read as follows: Authority: 12 U.S.C. 93a, 1462a, 1463, 1464 and 5412(b)(2)(B); 15 U.S.C. 78j-1(m), 78m, 78n, 78p, 78w, 78l, 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265. § 11.3 [Amended] 9. Section 11.3 is amended: a. In paragraph (a)(1)(i) and the second sentence of paragraph (a)(1)(ii) by removing the phrase “the Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department in its place; and b. In the first sentence of paragraph (a)(1)(ii) by removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place. PART 16—SECURITIES OFFERING DISCLOSURE RULES 10 )(1)(ii) by removing the phrase “the Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department in its place; and b. In the first sentence of paragraph (a)(1)(ii) by removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place. PART 16—SECURITIES OFFERING DISCLOSURE RULES 10. The authority citation for part 16 continues to read as follows: Authority: 12 U.S.C. 1 et seq., 93a, 1462a, 1463, 1464, and 5412(b)(2)(B). § 16.15 [Amended] 11. Section 16.15 is amended in paragraph (e) by adding the phrase “or as part of its offering statement for the offer and sale of its securities pursuant to 12 CFR 16.8,” after “registration statement for the offer and sale of its securities,”. 12. Section 16.17 is amended by: a. Removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place in paragraph (a); b. Adding a sentence at the end of paragraph (b); and c. Removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place in the first and second sentences of paragraph (f). The addition reads as follows: § 16.17 Filing requirements and inspection of documents. (b) * * * All registration statements, offering documents, amendments, notices, or other documents relating to a mutual to stock conversion pursuant to 12 CFR part 192 must be filed with the appropriate OCC Licensing office at http://www.banknet.gov/. § 16.30 [Amended] 13. Section 16.30 is amended in paragraph (a) by removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place. PART 19—RULES OF PRACTICE AND PROCEDURE 14. The authority citation for part 19 continues to read as follows: Authority: 5 U.S.C. 504, 554-557; 12 U.S.C p://www.banknet.gov/. § 16.30 [Amended] 13. Section 16.30 is amended in paragraph (a) by removing the phrase “the OCC's Securities and Corporate Practices Division” and by adding the phrase “the OCC's Law Department” in its place. PART 19—RULES OF PRACTICE AND PROCEDURE 14. The authority citation for part 19 continues to read as follows: Authority: 5 U.S.C. 504, 554-557; 12 U.S.C. 93(b), 93a, 164, 481, 504, 1817, 1818, 1820, 1831m, 1831o, 1832, 1884, 1972, 3102, 3108(a), 3110, 3909, and 4717; 15 U.S.C. 78(h) and (i), 78o-4(c), 78o-5, 78q-1, 78s, 78u, 78u-2, 78u-3, 78w, and 1639e; 28 U.S.C. 2461 note; 31 U.S.C. 330 and 5321; and 42 U.S.C. 4012a. § 19.241 [Amended] 15. Section 19.241 is amended in paragraph (a) by: a. Removing the phrase “Federal Deposit Insurance Act (FDI Act)” and adding in its place “FDIA”; b. Removing the phrase “section 36 of the FDI Act” and adding in its place “section 36 of the FDIA”; and c. Removing the phrase “insured national banks and Federal branches and agencies of foreign banks” and adding in its place the phrase “insured national banks, insured Federal savings associations, and insured Federal branches of foreign banks”. § 19.242 [Amended] 16. Section 19.242 is amended by: a. Removing the word “shall” in the introductory text; and b. Adding the phrase “(12 U.S.C. 1831m)” after the phrase “section 36 of the FDIA” in paragraph (b). 17. Section 19.243 is amended by: a. Adding “(12 U.S.C. 1831m)” after “section 36 of the FDIA” in paragraph (a)(1) introductory text; b. Adding the phrase “, insured Federal savings associations, or insured Federal branches of foreign banks” after the phrase “national banks” in paragraph (a)(1) introductory text; c U.S.C. 1831m)” after the phrase “section 36 of the FDIA” in paragraph (b). 17. Section 19.243 is amended by: a. Adding “(12 U.S.C. 1831m)” after “section 36 of the FDIA” in paragraph (a)(1) introductory text; b. Adding the phrase “, insured Federal savings associations, or insured Federal branches of foreign banks” after the phrase “national banks” in paragraph (a)(1) introductory text; c. Removing the phrase “particular national bank or class of national banks” and adding in its place the phrase “particular insured national bank, insured Federal savings association, or insured Federal branch of a foreign bank, or class of insured national banks, insured Federal savings associations, or insured Federal branches of foreign banks” in paragraph (a)(3); d. In paragraph (b)(2): i. Removing the word “shall” and adding in its place the word “will”; and ii. Adding the phrase “, subject to the limitations in § 19.243(c)(4)” at the end of the second sentence; e. Adding the phrase “, insured Federal savings associations, or insured Federal branches of foreign banks” after the phrase “national banks” in paragraph (c)(1) introductory text; f. Revising the last sentence of paragraph (c)(3); g. In paragraph (c)(4): i. Removing the phrase “who shall fix a place” in the first sentence and adding in its place the phrase “who will fix a place”; ii. Removing the phrase “unless extended” in the first sentence and adding in its place the phrase “unless further time is allowed by the presiding officer”; iii. Removing the phrase “there shall be no discovery” in the last sentence and adding in its place the phrase “there will be no discovery”; and iv. Removing the phrase “of this part shall apply” and adding in its place “of this part apply”; h. Removing the word “shall” in the first sentence and adding in its place the word “will” in paragraph (c)(5); and i. Removing the word “shall” each time that it appears and adding in its place the word “will” in paragraph (c)(6) d adding in its place the phrase “there will be no discovery”; and iv. Removing the phrase “of this part shall apply” and adding in its place “of this part apply”; h. Removing the word “shall” in the first sentence and adding in its place the word “will” in paragraph (c)(5); and i. Removing the word “shall” each time that it appears and adding in its place the word “will” in paragraph (c)(6). The revision reads as follows: § 19.243 Removal, suspension, or debarment. (c) * * * (3) * * * If no petition is filed within 10 calendar days, the right to a petition is waived and the immediate suspension remains in effect pursuant to paragraph (c)(2). 18. Section 19.244 is amended by: a. Revising the section heading; b. Adding the phrase “, insured Federal savings associations, or insured Federal branches of foreign banks” after the phrase “national banks” in paragraph (a) introductory text; b. In paragraph (a)(1): i. Adding the word “former” before the phrase “Office of Thrift Supervision”; and ii. Adding “(12 U.S.C. 1831m)” after the phrase “section 36 of the FDIA”; c. In paragraph (b): i. Adding the word “insured” before the phrase “national banks”; ii. Adding the phrase “, insured Federal savings associations, or insured Federal branches of foreign banks” after the phrase “national banks”; and iii. Removing the word “shall” and adding in its place the word “must”. The revision reads as follows: § 19.244 Automatic removal, suspension, or debarment. § 19.245 [Amended] 19. Section 19.245 is amended by: a. Adding a comma after the word “suspension” in the section heading; b. Removing the word “shall” and adding in its place the word “will” in paragraph (a); c. In paragraph (b) introductory text: i. Adding the word “insured” before the phrase “national bank ”; and ii. Adding the phrase “, insured Federal savings association, or insured Federal branch of a foreign bank” after the phrase “national bank”; d after the word “suspension” in the section heading; b. Removing the word “shall” and adding in its place the word “will” in paragraph (a); c. In paragraph (b) introductory text: i. Adding the word “insured” before the phrase “national bank ”; and ii. Adding the phrase “, insured Federal savings association, or insured Federal branch of a foreign bank” after the phrase “national bank”; d. Removing the phrase “Sarbanes-Oxley Act)” and adding in its place the phrase “Sarbanes-Oxley Act” in paragraph (b)(2); and e. Removing the word “shall” and adding in its place the word “must” in paragraph (c). § 19.246 [Amended] 20. Section 19.246 is amended by: a. Removing the word “shall” and adding in its place the word “must” in paragraph (a); b. In paragraph (b): i. Removing the phrase “shall bear” each time it appears and adding in its place the word “bears”; and ii. In the penultimate and last sentences, removing the word “shall” and adding in its place the word “will”. PART 23—LEASING 21. The authority citation for part 23 continues to read as follows: Authority: 12 U.S.C. 1 et seq., 24(Seventh), 24(Tenth), and 93a. § 23.6 [Amended] 22. Section 23.6 is amended by: a. Removing the word “lease” before the phrase “entered into pursuant to this part” and adding in its place the word “leases”; and b. Removing the word “is” before the phrase “subject to the lending limits prescribed” and adding in its place the word “are”. PART 26—MANAGEMENT INTERLOCKS 23. The authority citation for part 26 continues to read as follows: Authority: 12 U.S.C. 1, 93a, 1462a, 1463, 1464, 3201-3208, 5412(b)(2)(B). § 26.6 [Amended] 24. Section 26.6 is amended in paragraph (b)(4) by removing “5.51(c)(6)” and adding in its place “5.51(c)(7)”. PART 32—LENDING LIMITS 25. The authority citation for part 32 continues to read as follows: Authority: 12 U.S.C. 1 et seq., 12 U.S.C. 84, 93a, 1462a, 1463, 1464(u), 5412(b)(2)(B), and 15 U.S.C. 1639h. 26 1, 93a, 1462a, 1463, 1464, 3201-3208, 5412(b)(2)(B). § 26.6 [Amended] 24. Section 26.6 is amended in paragraph (b)(4) by removing “5.51(c)(6)” and adding in its place “5.51(c)(7)”. PART 32—LENDING LIMITS 25. The authority citation for part 32 continues to read as follows: Authority: 12 U.S.C. 1 et seq., 12 U.S.C. 84, 93a, 1462a, 1463, 1464(u), 5412(b)(2)(B), and 15 U.S.C. 1639h. 26. Section 32.2 is amended by revising paragraphs (cc) and (dd) to read as follows: § 32.2 Definitions. (cc) Small business loans means loans or extensions of credit “secured by nonfarm nonresidential properties” or “commercial and industrial loans” as defined in the instructions for preparation of the Consolidated Report of Condition and Income. (dd) Small farm loans or extensions of credit means “loans secured by farmland” or “loans to finance agricultural production and other loans to farmers” as defined in the instructions for preparation of the Consolidated Report of Condition and Income. § 32.7 [Amended] 27. Section 32.7 is amended in paragraph (d) by removing the phrase “Federal banking agency” each time it appears and adding in its place “supervisory office”. PART 108—REMOVALS, SUSPENSIONS, AND PROHIBITIONS WHERE A CRIME IS CHARGED OR PROVEN 28. The authority citation for part 108 continues to read as follows: Authority: 12 U.S.C. 1464, 1818, 5412(b)(2)(B). § 108.6 [Amended] 29. Section 108.6 is amended in paragraph (d) by removing the phrase “and Compliance”. § 108.7 [Amended] 30. Section 108.7 is amended in the first sentence of paragraph (c) and in paragraph (d) by removing the phrase “and Compliance”. § 108.13 [Amended] 31. Section 108.13 is amended in paragraph (c) by removing the phrase “and Compliance”. PART 112—RULES FOR INVESTIGATIVE PROCEEDINGS AND FORMAL EXAMINATION PROCEEDINGS 32. The authority citation for part 112 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467, 1467a, 1813, 1817(j), 1818(n), 1820(c), 5412(b)(2)(B); 15 U.S.C e “and Compliance”. § 108.13 [Amended] 31. Section 108.13 is amended in paragraph (c) by removing the phrase “and Compliance”. PART 112—RULES FOR INVESTIGATIVE PROCEEDINGS AND FORMAL EXAMINATION PROCEEDINGS 32. The authority citation for part 112 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467, 1467a, 1813, 1817(j), 1818(n), 1820(c), 5412(b)(2)(B); 15 U.S.C. 78 l. § 112.4 [Amended] 33. Section 112.4 is amended in the second sentence by removing the phrase “and Compliance”. PART 141—DEFINITIONS FOR REGULATIONS AFFECTING FEDERAL SAVINGS ASSOCIATIONS 34. The authority citation for part 141 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 5412(b)(2)(B). §§ 141.2, 141.8, 141.15, 141.16, 141.18, 141.19, 141.27, 141.28 [Removed and Reserved] 35. Sections 141.2, 141.8, 141.15, 141.16, 141.18, 141.19, 141.27, and 141.28 are removed and reserved. PART 160—LENDING AND INVESTMENT 36. The authority for part 160 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 1701j-3, 1828, 3803, 3806, 5412(b)(2)(B); 42 U.S.C. 4106. § 160.1 [Amended] 37. Section 160.1 is amended in paragraph (a) by removing “OCC” and adding in its place the phrase “Office of the Comptroller of the Currency (OCC)”. § 160.60 [Amended] 38. Section 160.60 is amended in paragraph (b)(3) by removing the phrase “12 CFR part 32 and § 163.43 of this chapter” and adding in its place “12 CFR 31.2 and part 32 of this chapter”. PART 161—DEFINITIONS FOR REGULATIONS AFFECTING All SAVINGS ASSOCIATIONS 39. The authority citation for part 161 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 5412(b)(2)(B). §§ 161.3, 161.6, 161.26, 161.27, 161.28. 161.29, 161.30, and 161.31 [Removed and Reserved] 40. Sections 161.3, 161.6, 161.26, 161.27, 161.28, 161.29, 161.30, and 161.31 are removed and reserved. § 161.37 [Amended] 41. Section 161.37 is amended by removing the first sentence citation for part 161 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 5412(b)(2)(B). §§ 161.3, 161.6, 161.26, 161.27, 161.28. 161.29, 161.30, and 161.31 [Removed and Reserved] 40. Sections 161.3, 161.6, 161.26, 161.27, 161.28, 161.29, 161.30, and 161.31 are removed and reserved. § 161.37 [Amended] 41. Section 161.37 is amended by removing the first sentence. §§ 161.39 and 161.45 [Removed and Reserved] 42. Sections 161.39 and 161.45 are removed and reserved. 43. Section 161.50 is revised to read as follows: § 161.50 State. The term “State” means any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific § 161.51 [Removed and Reserved] 44. Section 161.51 is removed and reserved. PART 163—SAVINGS ASSOCIATIONS—OPERATIONS 45. The authority for part 163 continues to read as follows: Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 1817, 1820, 1828, 1831o, 3806, 5101 et seq., 5412(b)(2)(B); 31 U.S.C. 5318; 42 U.S.C. 4106. § 163.39 [Removed and Reserved] 46. Section 163.39 is removed and reserved. § 163.47 [Amended] 47. Section 163.47 is amended in paragraph (d) by removing “OCC” and adding in its place the phrase “Office of the Comptroller of the Currency (OCC)”. § 163.76 [Amended] 48. Section 163.76 is amended: a. In paragraph (b), by removing the phrase “§ 197.10 of this chapter” and adding in its place “§ 16.32 of this chapter”; and b. In paragraph (c), in the second paragraph of the Form of Certification, by removing “]” after “I should call the Office of the Comptroller of the Currency”. § 163.80 [Amended] 49. Section 163.80 is amended in paragraph (c) by removing the phrase “FDIC” and adding in its place the phrase “Federal Deposit Insurance Corporation (FDIC)”. § 163.180 [Amended] 50 16.32 of this chapter”; and b. In paragraph (c), in the second paragraph of the Form of Certification, by removing “]” after “I should call the Office of the Comptroller of the Currency”. § 163.80 [Amended] 49. Section 163.80 is amended in paragraph (c) by removing the phrase “FDIC” and adding in its place the phrase “Federal Deposit Insurance Corporation (FDIC)”. § 163.180 [Amended] 50. In section 163.180, remove the first paragraph (d)(12)(i)(A) paragraph designation and subject heading “(A) General rule” and redesignate the paragraph as paragraph (d)(12)(i) introductory text. 51. Part 192 is revised to read as follows: PART 192—CONVERSIONS FROM MUTUAL TO STOCK FORM Sec. 192.5 Purpose, prescribed forms, waiver. 192.7 Electronic filing. 192.8 Computation of time. 192.10 Forming a holding company upon conversion. 192.15 Forming a charitable organization upon conversion. 192.20 Acquiring another insured depository institution upon conversion. 192.25 Definitions. Subpart A—Standard Conversions Prior to Conversion 192.100 Preparing for a conversion. 192.105 Information required in business plan. 192.110 Review of business plan by chief executive officer and board of directors. 192.115 Review of business plan by the appropriate Federal banking agency. 192.120 Confidentiality of conversion information. Plan of Conversion 192.125 Adoption of plan of conversion by board of directors. 192.130 Information required in plan of conversion. 192.135 Notifying members of adopted plan of conversion. 192.140 Amendments to plan of conversion. Filing Requirements 192.150 Information required in an application for conversion. 192.155 Filing an application for conversion. 192.160 Request for confidential treatment. 192.165 Amendments to an application for conversion. Notice of Filing of Application and Comment Process 192.180 Public notice of an application for conversion. 192.185 Public comment on application for conversion nversion. Filing Requirements 192.150 Information required in an application for conversion. 192.155 Filing an application for conversion. 192.160 Request for confidential treatment. 192.165 Amendments to an application for conversion. Notice of Filing of Application and Comment Process 192.180 Public notice of an application for conversion. 192.185 Public comment on application for conversion. Agency Review of the Application for Conversion 192.200 Review, approval, or denial of application for conversion. 192.205 Court review of final action on application for conversion. Vote by Members 192.225 Approval of plan of conversion by members. 192.230 Members' voting eligibility. 192.235 Notice of members' meeting. 192.240 Submission of documents to the appropriate Federal banking agency after the members' meeting. Proxy Solicitation 192.250 Compliance with proxy solicitation provisions. 192.255 Form of proxy requirements. 192.260 Previously executed proxies. 192.265 Proxies executed under this part. 192.270 Proxy statement requirements. 192.275 Filing revised proxy materials. 192.280 Mailing member's proxy solicitation materials. 192.285 Prohibited solicitations. 192.290 Remedial measures for prohibited solicitations. 192.295 Re-solicitation of proxies. Offering Circular 192.300 Offering circular requirements. 192.305 Distribution of offering circular. 192.310 Filing a post-effective amendment to an offering circular. Offers and Sales of Stock 192.320 Order of priority to purchase conversion shares. 192.325 Timing of offer to sell conversion shares. 192.330 Pricing of conversion shares. 192.335 Procedures for the sale of conversion shares. 192.340 Prohibited sales practices. 192.345 Permissible forms of subscriber payment. 192.350 Interest on payments for conversion shares. 192.355 Subscription rights for eligible account holders and supplemental eligible account holders. 192.360 Officers, directors, and associates as eligible account holders 192.330 Pricing of conversion shares. 192.335 Procedures for the sale of conversion shares. 192.340 Prohibited sales practices. 192.345 Permissible forms of subscriber payment. 192.350 Interest on payments for conversion shares. 192.355 Subscription rights for eligible account holders and supplemental eligible account holders. 192.360 Officers, directors, and associates as eligible account holders. 192.365 Purchase of conversion shares by other voting members. 192.370 Limits on aggregate purchases by officers, directors, and associates. 192.375 Allocation of oversubscribed conversion shares. 192.380 Purchase of conversion shares by employee stock ownership plan. 192.385 Purchase limitations. 192.390 Community offering of conversion shares. 192.395 Other conditions for community and public offerings. Completion of the Offering 192.400 Time period for completion of sale of stock. 192.405 Extension of the offering period. Completion of the Conversion 192.420 Time period for completion of the conversion. 192.425 Termination of conversion. 192.430 Charter amendments. 192.435 Corporate existence after conversion. 192.440 Stockholder voting rights after conversion. 192.445 Savings account holder's account after conversion. Liquidation Account 192.450 Liquidation accounts. 192.455 Initial balance of liquidation account. 192.460 Initial balance of liquidation sub-account. 192.465 Retention of voting rights based on liquidation sub-accounts. 192.470 Required adjustments to liquidation sub-accounts. 192.475 Definition of liquidation. 192.480 Effect of liquidation account on net worth. 192.485 Required liquidation account provision in new Federal charter. Post-Conversion 192.500 Possible management stock benefit plans after conversion. 192.505 Restrictions on the trading of shares by directors, officers, and associates. 192.510 Repurchase of shares after conversion. 192.515 Information to be filed with Federal banking agency prior to repurchase of shares. 192.520 Declaring and paying dividends after the conversion rovision in new Federal charter. Post-Conversion 192.500 Possible management stock benefit plans after conversion. 192.505 Restrictions on the trading of shares by directors, officers, and associates. 192.510 Repurchase of shares after conversion. 192.515 Information to be filed with Federal banking agency prior to repurchase of shares. 192.520 Declaring and paying dividends after the conversion. 192.525 Restrictions on acquisition of shares after conversion. 192.530 Other post-conversion requirements. Contributions to Charitable Organizations 192.550 Donating conversion shares or conversion proceeds to a charitable organization. 192.555 Member approval of charitable contributions. 192.560 Limitations on charitable contributions. 192.565 Contents of organizational documents of charitable organization. 192.570 Conflicts of interest among directors. 192.575 Other requirements for charitable organizations. Subpart B—Voluntary Supervisory Conversions 192.600 Voluntary supervisory conversions. 192.605 Conducting a voluntary supervisory conversion. 192.610 Member rights in a voluntary supervisory conversion. Eligibility 192.625 Eligibility for a voluntary supervisory conversion. 192.630 Eligibility of State-chartered savings bank for voluntary supervisory conversion. Plan of Supervisory Conversion 192.650 Contents of plan of voluntary supervisory conversion. Voluntary Supervisory Conversion Application 192.660 Contents of voluntary supervisory conversion application. Appropriate Federal Banking Agency Review of the Voluntary Supervisory Conversion Application 192.670 Approval of voluntary supervisory conversion application. 192.675 Conditions imposed upon approval of voluntary supervisory conversion application. Offers and Sales of Stock 192.680 Offer and sale of shares in a voluntary supervisory conversion. Post-Conversion 192.690 Restrictions on acquisition of additional shares after voluntary supervisory conversion. Authority: 12 U.S.C ation 192.670 Approval of voluntary supervisory conversion application. 192.675 Conditions imposed upon approval of voluntary supervisory conversion application. Offers and Sales of Stock 192.680 Offer and sale of shares in a voluntary supervisory conversion. Post-Conversion 192.690 Restrictions on acquisition of additional shares after voluntary supervisory conversion. Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l, 78m, 78n, 78w. § 192.5 Purpose, prescribed forms, waiver. (a) General. This part governs how a savings association may convert from the mutual to the stock form of ownership. Subpart A of this part governs standard mutual-to-stock conversions. Subpart B of this part governs voluntary supervisory mutual-to-stock conversions. This part supersedes all inconsistent charter and bylaw provisions of Federal savings associations converting to stock form. (b) Prescribed forms. A savings association must use the forms prescribed under this part and part 16 and provide such information as the appropriate Federal banking agency may require under the forms and by regulation. The forms required under this part include: Form AC (Application for Conversion); Form PS (Proxy Statement); Form OC (Offering Circular); Form OF (Order Form); and the applicable form for a registration statement under 12 CFR 16.15. Forms AC, PS, OC, and OF are available on the website of the Office of the Comptroller of the Currency (OCC) at http://www.occ.gov. under the forms and by regulation. The forms required under this part include: Form AC (Application for Conversion); Form PS (Proxy Statement); Form OC (Offering Circular); Form OF (Order Form); and the applicable form for a registration statement under 12 CFR 16.15. Forms AC, PS, OC, and OF are available on the website of the Office of the Comptroller of the Currency (OCC) at http://www.occ.gov. (c) Waivers. The appropriate Federal banking agency may waive any requirement of this part or a provision in any prescribed form. To obtain a waiver, a savings association must file a written request with the appropriate Federal banking agency that: (1) Specifies the requirement(s) or provision(s) the savings association wants the appropriate Federal banking agency to waive; (2) Demonstrates that the waiver is equitable; is not detrimental to the savings association, its account holders, or other savings associations; and is not contrary to the public interest; and (3) Includes an opinion of counsel demonstrating that applicable law does not conflict with the waiver of the requirement or provision. (d) Financial statements. The form and content of financial statements and related financial data in a filing under this part must be prepared and presented in accordance with U. S. generally accepted accounting principles and other applicable accounting guidance and requirements as specified by the OCC in the forms required under paragraph (b) of this section. § 192.7 Electronic filing. For Federal savings associations, the OCC encourages the electronic filing of all applications, notices, or other documents required by this part through http://www.banknet.gov/. The Comptroller's Licensing Manual describes the OCC's electronic filing procedures. § 192.8 Computation of time. In computing the period of days, the OCC excludes the day of the act or event ( e.g., the date an application is received by the OCC) from when the period begins to run ic filing of all applications, notices, or other documents required by this part through http://www.banknet.gov/. The Comptroller's Licensing Manual describes the OCC's electronic filing procedures. § 192.8 Computation of time. In computing the period of days, the OCC excludes the day of the act or event ( e.g., the date an application is received by the OCC) from when the period begins to run. When the last day of a time period is a Saturday, Sunday, or Federal holiday, the time period runs until the end of the next day that is not a Saturday, Sunday, or Federal holiday. § 192.10 Forming a holding company upon conversion. A savings association may convert to the stock form of ownership as part of a transaction where the savings association organizes a holding company to acquire all of the savings association's shares upon their issuance. In this transaction, the savings association's holding company will offer rights to purchase its shares instead of the savings association's shares. Regulations of the Board of Governors of the Federal Reserve System address holding company application requirements. § 192.15 Forming a charitable organization upon conversion. When a savings association converts to the stock form, it may form a charitable organization. A savings association's contributions to the charitable organization are governed by the requirements of §§ 192.550 through 192.575. § 192.20 Acquiring another insured depository institution upon conversion. When a savings association converts to stock form, it may acquire for cash or stock another insured depository institution that is already in the stock form of ownership. § 192.25 Definitions. The following definitions apply to this part and the forms prescribed under this part: Acting in concert has the same meaning as in 12 CFR 5.50(d)(2). The rebuttable presumptions of 12 CFR 5.50(f)(2), other than 12 CFR 5.50(f)(2)(ii)(A) and (B), apply to the share purchase limitations at §§ 192.355 through 192.395 titution that is already in the stock form of ownership. § 192.25 Definitions. The following definitions apply to this part and the forms prescribed under this part: Acting in concert has the same meaning as in 12 CFR 5.50(d)(2). The rebuttable presumptions of 12 CFR 5.50(f)(2), other than 12 CFR 5.50(f)(2)(ii)(A) and (B), apply to the share purchase limitations at §§ 192.355 through 192.395. Affiliate of, or a person affiliated with, a specified person is a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified person. Appropriate Federal banking agency means appropriate Federal banking agency as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)). Associate of a person is: (1) A corporation or organization (other than a savings association or its majority-owned subsidiaries), if the person is a senior officer or partner, or beneficially owns, directly or indirectly, 10 percent or more of any class of equity securities of the corporation or organization. (2) A trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate. For purposes of §§ 192.370 through 192.395 and 192.505, a person who has a substantial beneficial interest in a savings association's tax-qualified or non-tax-qualified employee stock benefit plan, or who is a trustee or a fiduciary of the plan, is not an associate of the plan. For the purposes of § 192.370, a savings association's tax-qualified employee stock benefit plan is not an associate of a person. (3) Any person who is related by blood or marriage to such person and: tial beneficial interest in a savings association's tax-qualified or non-tax-qualified employee stock benefit plan, or who is a trustee or a fiduciary of the plan, is not an associate of the plan. For the purposes of § 192.370, a savings association's tax-qualified employee stock benefit plan is not an associate of a person. (3) Any person who is related by blood or marriage to such person and: (i) Who lives in the same home as the person; or (ii) Who is the saving association's director or senior officer, or a director or senior officer of the saving association's holding company or its subsidiary. Association members or members are persons who, under applicable law, are eligible to vote at the meeting on conversion. Community offering means the offer to sell to the members of the general public in the savings association's community the securities not subscribed for in the subscription offering. The community offering may occur concurrently with the subscription offering and any syndicated community offering, or upon conclusion of the subscription offering. Control (including controlling, controlled by, and under common control with ) means the direct or indirect power to direct or exercise a controlling influence over the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise as described in 12 CFR 5.50. Demand accounts means non-interest-bearing demand deposits that are subject to check or to withdrawal or transfer on negotiable or transferable order to the savings association and that are permitted to be issued by statute, regulation, or otherwise and are payable on demand. Eligibility record date is the date for determining eligible account holders. The eligibility record date must be at least one year before the date a savings association's board of directors adopts the plan of conversion. Eligible account holders are any persons holding qualifying deposits on the eligibility record date be issued by statute, regulation, or otherwise and are payable on demand. Eligibility record date is the date for determining eligible account holders. The eligibility record date must be at least one year before the date a savings association's board of directors adopts the plan of conversion. Eligible account holders are any persons holding qualifying deposits on the eligibility record date. Federal savings association means a Federal savings association or Federal savings bank chartered under section 5 of the Home Owners' Loan Act (HOLA) (12 U.S.C. 1464). IRS is the Internal Revenue Service. Local community includes: (1) Every county, parish, or similar governmental subdivision in which a savings association has a home or branch office; (2) Each county's, parish's, or subdivision's metropolitan statistical area; (3) All zip code areas in a savings association's Community Reinvestment Act assessment area; and (4) Any other area or category that a savings association sets out in its plan of conversion, as approved by the appropriate Federal banking agency. Offer, offer to sell, or offer for sale is an attempt or offer to dispose of, or a solicitation of an offer to buy, a security or interest in a security for value. Preliminary negotiations or agreements with an underwriter, or among underwriters who are or will be in privity of contract with a savings association, are not offers, offers to sell, or offers for sale. Offering circular means the securities offering materials for the conversion. Person is an individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust, an unincorporated organization, or a government or political subdivision of a government. Proxy soliciting material includes a proxy statement, form of proxy, or other written or oral communication regarding the conversion. Purchase or buy includes every contract to acquire a security or interest in a security for value association, a joint-stock company, a limited liability company, a trust, an unincorporated organization, or a government or political subdivision of a government. Proxy soliciting material includes a proxy statement, form of proxy, or other written or oral communication regarding the conversion. Purchase or buy includes every contract to acquire a security or interest in a security for value. Qualifying deposit is the total balance in an account holder's savings accounts at the close of business on the eligibility or supplemental eligibility record date. A savings association's plan of conversion may provide that only savings accounts with total deposit balances of $50 or more will qualify. Sale or sell includes every contract to dispose of a security or interest in a security for value. An exchange of securities in a merger or acquisition approved by the appropriate Federal banking agency is not a sale. Savings account means any withdrawable account, including a demand account, except this term does not mean a tax and loan account, a note account, a United States Treasury general account, or a United States Treasury time deposit-open account. Savings association means a savings association as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(1)). Solicitation and solicit is a request for a proxy, whether or not accompanied by or included in a form of proxy; a request to execute, not execute, or revoke a proxy; or the furnishing of a form of proxy or other communication reasonably calculated to cause a savings association's members to procure, withhold, or revoke a proxy. Solicitation or solicit does not include providing a form of proxy at the unsolicited request of a member, the acts required to mail communications for members, or ministerial acts performed on behalf of a person soliciting a proxy oxy; or the furnishing of a form of proxy or other communication reasonably calculated to cause a savings association's members to procure, withhold, or revoke a proxy. Solicitation or solicit does not include providing a form of proxy at the unsolicited request of a member, the acts required to mail communications for members, or ministerial acts performed on behalf of a person soliciting a proxy. State means any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands. State savings association means a State savings association as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(b)(3)). Subscription offering is the offering of shares through nontransferable subscription rights to: (1) Eligible account holders under § 192.355; (2) Tax-qualified employee stock ownership plans under § 192.380; (3) Supplemental eligible account holders under § 192.355; and (4) Other voting members under § 192.365. Supplemental eligibility record date is the date for determining supplemental eligible account holders. The supplemental eligibility record date is the last day of the calendar quarter before the appropriate Federal banking agency approves a savings association's conversion and will only occur if such agency has not approved such conversion within 15 months after the eligibility record date. Supplemental eligible account holders are any persons, except a savings association's officers, directors, and their associates, holding qualifying deposits on the supplemental eligibility record date. Tax-qualified employee stock benefit plan is any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan, or other plan, and a related trust, that is qualified under section 401 of the Internal Revenue Code (26 U.S.C. 401) tors, and their associates, holding qualifying deposits on the supplemental eligibility record date. Tax-qualified employee stock benefit plan is any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan, or other plan, and a related trust, that is qualified under section 401 of the Internal Revenue Code (26 U.S.C. 401). Underwriter is any person who purchases any securities from a savings association with a view to distributing the securities, offers or sells securities for a savings association in connection with the securities' distribution, or participates or has a direct or indirect participation in the direct or indirect underwriting of any such undertaking. Underwriter does not include a person whose interest is limited to a usual and Voluntary supervisory conversion is a mutual to stock conversion for a savings association that is unable to complete a standard mutual to stock conversion under part 192, subpart A, and that meets the eligibility requirements of § 192.625. Subpart A—Standard Conversions Prior to Conversion § 192.100 Preparing for a conversion. (a) Meeting with appropriate Federal banking agency prior to passing plan. A savings association's board, or a subcommittee of its board, must meet, in person or electronically, with the appropriate Federal banking agency before the savings association passes its plan of conversion. At this meeting the savings association must provide the appropriate Federal banking agency with a written strategic plan that outlines the objectives of the proposed conversion and the intended use of the conversion proceeds. subcommittee of its board, must meet, in person or electronically, with the appropriate Federal banking agency before the savings association passes its plan of conversion. At this meeting the savings association must provide the appropriate Federal banking agency with a written strategic plan that outlines the objectives of the proposed conversion and the intended use of the conversion proceeds. (b) Consultation with appropriate Federal banking agency before filing application. A savings association also should consult with the appropriate Federal banking agency before filing its application for conversion. The appropriate Federal banking agency will discuss the information that the savings association must include in the application for conversion, general issues that it may confront in the conversion process, and any other pertinent issues. § 192.105 Information required in business plan. (a) Minimum requirements. Prior to filing an application for conversion, a savings association must adopt a business plan reflecting its intended plans for deployment of the proposed conversion proceeds. The savings association's business plan is required, under § 192.150, to be included in its application for conversion. At a minimum, the business plan must address: (1) The savings association's projected operations and activities for three years following the conversion. These projections must include how the savings association will accomplish the following by the final year of the business plan: avings association's business plan is required, under § 192.150, to be included in its application for conversion. At a minimum, the business plan must address: (1) The savings associat [Text truncated at 120,000 characters. 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