Title 12—Banks and Banking - GPO · CHAPTER III—Federal Deposit Insurance Corporation ... 4 12 CFR Ch. III (1 ... 369 Prohibition against use of interstate branches pri-

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Title 12Banks andBanking

(This book contains parts 300 to 499)

Part

CHAPTER IIIFederal Deposit Insurance Corporation ............ 303

CHAPTER IVExport-Import Bank of the United States ........ 400

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CHAPTER IIIFEDERAL DEPOSIT INSURANCECORPORATION

SUBCHAPTER APROCEDURE AND RULES OF PRACTICE

Part Page300302 [Reserved]303 Filing procedures and delegations of authority ...... 5304 Forms, instructions and reports ............................. 68305306 [Reserved]307 Notification of changes of insured status ............... 72308 Rules of practice and procedure .............................. 73309 Disclosure of information ....................................... 135310 Privacy Act regulations .......................................... 148311 Rules governing public observation of meetings of

the Corporations Board of Directors ................... 153312 Assessment of fees upon entrance to or exit from

the Bank Insurance Fund or the Savings Associa-tion Insurance Fund ............................................. 158

SUBCHAPTER BREGULATIONS AND STATEMENTS OF GENERAL POLICY

323 Appraisals ............................................................... 164324 [Reserved]325 Capital maintenance ............................................... 168326 Minimum security devices and procedures and

Bank Secrecy Act compliance .............................. 214327 Assessments ............................................................ 216328 Advertisement of membership ................................ 234329 Interest on deposits ................................................. 238330 Deposit insurance coverage ..................................... 241331 [Reserved]332 Privacy of consumer financial information ............ 255333 Extension of corporate powers ................................ 272334 [Reserved]335 Securities of nonmember insured banks ................. 274336 FDIC employees ...................................................... 280337 Unsafe and unsound banking practices ................... 284338 Fair housing ............................................................ 296339 Loans in areas having special flood hazards ........... 300


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12 CFR Ch. III (1101 Edition)

340 Restrictions on sale of assets by the Federal De-posit Insurance Corporation ................................. 304

341 Registration of securities transfer agents .............. 306342 [Reserved]343 Consumer Protection in Sales of Insurance ............ 309344 Recordkeeping and confirmation requirements for

securities transactions ......................................... 312345 Community reinvestment ....................................... 320346 [Reserved]347 International banking ............................................. 339348 Management official interlocks .............................. 361349 Reports and public disclosure of indebtedness of

executive officers and principal shareholders to aState nonmember bank and its correspondentbanks .................................................................... 365

350 Disclosure of financial and other information byFDICinsured State nonmember banks ................ 368

351 [Reserved]352 Nondiscrimination on the basis of handicap ........... 370353 Suspicious activity reports ..................................... 375357 Determination of economically depressed regions .. 377359 Golden parachute and indemnification payments ... 378360 Resolution and receivership rules ........................... 385361 Minority and Women Outreach Program Con-

tracting ................................................................ 390362 Activities of insured State banks and insured sav-

ings associations .................................................. 391363 Annual independent audits and reporting require-

ments ................................................................... 414364 Standards for Safety and Soundness ....................... 423365 Real Estate Lending Standards ............................... 428366 Contractor conflicts of interest .............................. 433367 Suspension and exclusion of contractor and termi-

nation of contracts ............................................... 440368 Government securities sales practices .................... 448369 Prohibition against use of interstate branches pri-

marily for deposit production .............................. 451


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SUBCHAPTER APROCEDURE AND RULES OF PRACTICE

PARTS 300302 [RESERVED]

PART 303FILING PROCEDURESAND DELEGATIONS OF AUTHORITY

Sec.303.0 Scope.

Subpart ARules of General Applicability

303.1 Scope.303.2 Definitions.303.3 General filing procedures.303.4 Computation of time.303.5 Effect of Community Reinvestment

Act performance on filings.303.6 Investigations and examinations.303.7 Public notice requirements.303.8 Public access to filing.303.9 Comments.303.10 Hearings and other meetings.303.11 Decisions.303.12 General rules governing delegations

of authority.303.13 Delegations of authority to officials

in the Division of Supervision and theDivision of Compliance and ConsumerAffairs.

Subpart BDeposit Insurance

303.20 Scope.303.21 Filing procedures.303.22 Processing.303.23 Public notice requirements.303.24 Application for deposit insurance for

an interim institution.303.25 Continuation of deposit insurance

upon withdrawing from membership inthe Federal Reserve System.

303.26 Delegation of authority.303.27 Authority retained by the FDIC

Board of Directors.

Subpart CEstablishment and Relocationof Domestic Branches and Offices

303.40 Scope.303.41 Definitions.303.42 Filing procedures.303.43 Processing.303.44 Public notice requirements.303.45 Special provisions.303.46 Delegation of authority.

Subpart DMerger Transactions

303.60 Scope.303.61 Definitions.303.62 Transactions requiring prior ap-

proval.303.63 Filing procedures.303.64 Processing.

303.65 Public notice requirements.303.66 Delegation of authority.303.67 Authority retained by the FDIC

Board of Directors.

Subpart EChange in Bank Control

303.80 Scope.303.81 Definitions.303.82 Transactions requiring prior notice.303.83 Transactions not requiring prior no-

tice.303.84 Filing procedures.303.85 Processing.303.86 Public notice requirements.303.87 Delegation of authority.

Subpart F Change of Director or SeniorExecutive Officer

303.100 Scope.303.101 Definitions.303.102 Filing procedures and waiver of prior

notice.303.103 Processing.303.104 Delegation of authority.

Subpart GActivities of Insured StateBanks

303.120 Scope.303.121 Filing procedures.303.122 Processing.303.123 Delegation of authority.

Subpart HActivities of Insured SavingsAssociations

303.140 Scope.303.141 Filing procedures.303.142 Processing.303.143 Delegation of authority.

Subpart IMutual-to-Stock Conversions

303.160 Scope.303.161 Filing procedures.303.162 Waiver from compliance.303.163 Processing.303.164 Delegation of authority.

Subpart JInternational Banking

303.180 Scope.303.181 Definitions.303.182 Establishing, moving or closing a

foreign branch of a State nonmemberbank; 347.103.

303.183 Investment by insured state non-member banks in foreign organizations; 347.108.

303.184 Moving an insured branch of a for-eign bank.


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12 CFR Ch. III (1101 Edition) 303.0

303.185 Mergers transactions involving for-eign banks or foreign organizations.

303.186 Exemptions from insurance require-ment for a state branch of a foreignbank; 347.206.

303.187 Approval for an insured state branchof a foreign bank to conduct activitiesnot permissible for Federal branches; 347.213 .

Subpart KPrompt Corrective Action

303.200 Scope.303.201 Filing procedures.303.202 Processing.303.203 Applications for capital distribution.303.204 Applications for acquisitions,

branching, and new lines of business.303.205 Applications for bonuses and in-

creased compensation for senior execu-tive officers.

303.206 Application for payment of principalor interest on subordinated debt.

303.207 Restricted activities for criticallyundercapitalized institutions.

303.208 Delegation of authority.

Subpart LSection 19 of the FDI Act (Con-sent to Service of Persons Convicted ofCertain Criminal Offenses)

303.220 Scope.303.221 Filing procedures.303.222 Service at another insured deposi-

tory institution.303.223 Applicants right to hearing fol-

lowing denial.303.224 Delegation of authority.

Subpart MOther Filings

303.240 General.303.241 Reduce or retire capital stock or

capital debt instruments.303.242 Exercise of trust powers.303.243 Brokered deposit waivers.303.244 Golden parachute and severance plan

payments.303.245 Waiver of liability for commonly

controlled depository institutions.303.246 Insurance fund conversions.303.247 Conversion with diminution of cap-

ital.303.248 Continue or resume status as an in-

sured institution following terminationunder section 8 of the FDI Act.

303.249 Truth in Lending Actrelief fromreimbursement.

303.250 Management official interlocks.303.251 Modification of conditions.303.252 Extension of time.

Subpart NEnforcement Delegations

303.260 Scope.303.261 Issuance of notification to primary

regulator under section 8(a) of the FDIAct (12 U.S.C. 1818(a)).

303.262 Issuance of notice of intention toterminate insured status under section8(a) of the FDI Act (12 U.S.C. 1818(a)).

303.263 Cease-and-desist actions under sec-tion 8(b) of the FDI Act (12 U.S.C.1818(b)).

303.264 Temporary cease-and-desist ordersunder section 8(c) of the FDI Act (12U.S.C. 1818(c)).

303.265 Removal and prohibition actionsunder section 8(e) of the FDI Act (12U.S.C. 1818(e)).

303.266 Suspension and removal actionunder section 8(g) of the FDI Act (12U.S.C. 1818(g)).

303.267 Termination of insured status undersection 8(p) of the FDI Act (12 U.S.C.1818(p)).

303.268 Termination of insured status undersection 8(q) of the FDI Act (12 U.S.C.1818(q)).

303.269 Civil money penalties.303.270 Notices of assessment under section

5(e) of the FDI Act (12 U.S.C. 1815(e)).303.271 Prompt corrective action directives

and capital plans under section 38 of theFDI Act (12 U.S.C. 1831o) and part 325 ofthis chapter.

303.272 Investigations under section 10(c) ofthe FDI Act (12 U.S.C. 1820(c)).

303.273 Unilateral settlement offers.303.274 Acceptance of written agreements.303.275 Modifications and terminations of

enforcement actions and orders.303.276 Enforcement of outstanding enforce-

ment orders.303.277 Compliance plans under section 39 of

the FDI Act (12 U.S.C. 1831p1) (standardsfor safety and soundness) and part 308 ofthis chapter.

303.278 Enforcement matters where author-ity is not delegated.

AUTHORITY: 12 U.S.C. 378, 1813, 1815, 1816,1817, 1818, 1819 (Seventh and Tenth), 1820,1823, 1828, 1828a, 1831a, 1831e, 1831o, 1831p-1,1831w, 1835a, 1843(l), 3104, 3105, 3108; 3207; 15U.S.C. 16011607.

SOURCE: 63 FR 44713, Aug. 20, 1998, unlessotherwise noted.

303.0 Scope.(a) This part describes the procedures

to be followed by both the FDIC andapplicants with respect to applications,requests, or notices (filings) required tobe filed by statute or regulation. Addi-tional details concerning processingare explained in related FDIC state-ments of policy. This part also setsforth delegations of authority from theFDICs Board of Directors to the Direc-tors of the Division of Supervision(DOS), the Division of Compliance andConsumer Affairs (DCA), the General


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Federal Deposit Insurance Corporation 303.2

Counsel of the Legal Division, the Ex-ecutive Secretary, and, in some cases,their designees to act on certain filingsand enforcement matters.

(b) Additional application proceduresmay be found in the following FDICregulations:

(1) 12 CFR part 327Assessments (Re-quest for review of assessment riskclassification);

(2) 12 CFR part 328Advertisement ofMembership (Application for tem-porary waiver of advertising require-ments);

(3) 12 CFR part 345Community Re-investment (CRA strategic plans andrequests for designation as a wholesaleor limited purpose institution);

Subpart ARules of GeneralApplicability

303.1 Scope.This subpart A prescribes the general

procedures for submitting filings to theFDIC which are required by statute orregulation. This subpart also prescribesthe procedures to be followed by theFDIC, applicants and interested partiesduring the process of considering a fil-ing, including public notice and com-ment. This subpart explains the avail-ability of expedited processing for eli-gible depository institutions (definedin 303.2(r)). Certain terms usedthroughout this part are also defined inthis subpart. Finally, this subpart setsforth general principles governing dele-gations of authority by the FDICsBoard of Directors.

303.2 Definitions.For purposes of this part:(a) Act or FDI Act means the Federal

Deposit Insurance Act (12 U.S.C. 1811 etseq.).

(b) Adjusted part 325 total assets meansadjusted 12 CFR part 325 total assets ascalculated and reflected in the FDICsReport of Examination.

(c) Adverse comment means any objec-tion, protest, or other adverse writtenstatement submitted by an interestedparty relative to a filing. The term ad-verse comment shall not include anycomment concerning the CommunityReinvestment Act (CRA), fair lending,consumer protection, or civil rightsthat the appropriate regional director

or deputy regional director (DCA) de-termines to be frivolous (for example,raising issues between the commenterand the applicant that have been re-solved). The term adverse commentalso shall not include any other com-ment that the appropriate regional di-rector or deputy regional director(DOS) determines to be frivolous (forexample, a non-substantive commentsubmitted primarily as a means of de-laying action on the filing).

(d) Amended order to pay means anorder to forfeit and pay civil moneypenalties, the amount of which hasbeen changed from that assessed in theoriginal notice of assessment of civilmoney penalties.

(e) Applicant means a person or enti-ty that submits a filing to the FDIC.

(f) Application means a submission re-questing FDIC approval to engage invarious corporate activities and trans-actions.

(g) Appropriate FDIC region, appro-priate FDIC regional office, appropriateregional director, appropriate deputy re-gional director, appropriate regionalcounsel mean, respectively, the FDICregion, and the FDIC regional office,regional director, deputy regional di-rector, and regional counsel, which theFDIC designates as follows:

(1) When an institution or proposedinstitution that is the subject of a fil-ing or administrative action is not andwill not be part of a group of relatedinstitutions, the appropriate region forthe institution and any individual as-sociated with the institution is theFDIC region in which the institution orproposed institution is or will be lo-cated; or

(2) When an institution or proposedinstitution that is the subject of a fil-ing or administrative action is or willbe part of a group of related institu-tions, the appropriate region for the in-stitution and any individual associatedwith the institution is the FDIC regionin which the groups major policy anddecision makers are located, or anyother region the FDIC designates on acase-by-case basis.

(h) Associate director means any asso-ciate director of the Division of Super-vision (DOS) or the Division of Compli-ance and Consumer Affairs (DCA) or, inthe event such titles become obsolete,


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any official of equivalent authoritywithin the respective divisions.

(i) Book capital means total equitycapital which is comprised of perpetualpreferred stock, common stock, sur-plus, undivided profits and capital re-serves, as those items are defined inthe instructions of the Federal Finan-cial Institutions Examination Council(FFIEC) for the preparation of Consoli-dated Reports of Condition and Incomefor insured banks.

(j) Comment means any written state-ment of fact or opinion submitted byan interested party relative to a filing.

(k) Corporation or FDIC means theFederal Deposit Insurance Corporation.

(l) CRA protest means any adversecomment from the public related to apending filing which raises a negativeissue relative to the Community Rein-vestment Act (CRA) (12 U.S.C. 2901 etseq.), whether or not it is labeled a pro-test and whether or not a hearing is re-quested.

(m) Deputy Director means the Dep-uty Director of the Division of Super-vision (DOS) or the Deputy Director ofthe Division of Compliance and Con-sumer Affairs (DCA) or, in the eventsuch titles become obsolete, any offi-cial of equivalent or higher authoritywithin the respective divisions.

(n) Deputy regional director means anydeputy regional director of the Divi-sion of Supervision (DOS) or the Divi-sion of Compliance and Consumer Af-fairs (DCA) or, in the event such titlesbecome obsolete, any official of equiva-lent authority within the same FDICregion of DOS or DCA.

(o) DCA means the Division of Com-pliance and Consumer Affairs or, in theevent the Division of Compliance andConsumer Affairs is reorganized, suchsuccessor division.

(p) DOS means the Division of Super-vision or, in the event the Division ofSupervision is reorganized, such suc-cessor division.

(q) Director means the Director of theDivision of Supervision (DOS) or theDirector of the Division of Complianceand Consumer Affairs (DCA) or, in theevent such titles become obsolete, anyofficial of equivalent or higher author-ity within the respective divisions.

(r) Eligible depository institution meansa depository institution that meets thefollowing criteria:

(1) Received an FDIC-assigned com-posite rating of 1 or 2 under the Uni-form Financial Institutions RatingSystem (UFIRS) as a result of its mostrecent federal or state examination;

(2) Received a satisfactory or betterCommunity Reinvestment Act (CRA)rating from its primary federal regu-lator at its most recent examination, ifthe depository institution is subject toexamination under part 345 of thischapter;

(3) Received a compliance rating of 1or 2 from its primary federal regulatorat its most recent examination;

(4) Is well-capitalized as defined inthe appropriate capital regulation andguidance of the institutions primaryfederal regulator; and

(5) Is not subject to a cease and desistorder, consent order, prompt correctiveaction directive, written agreement,memorandum of understanding, orother administrative agreement withits primary federal regulator or char-tering authority.

(s) Filing means an application, no-tice or request submitted to the FDICunder this part.

(t) General Counsel means the head ofthe Legal Division of the FDIC or anyofficial within the Legal Division exer-cising equivalent authority for pur-poses of this part.

(u) Insider means a person who is oris proposed to be a director, officer, or-ganizer, or incorporator of an appli-cant; a shareholder who directly or in-directly controls 10 percent or more ofany class of the applicants out-standing voting stock; or the associ-ates or interests of any such person.

(v) Institution-affiliated party shallhave the same meaning as provided insection 3(u) of the Act (12 U.S.C.1813(u)).

(w) NEPA means the National Envi-ronmental Policy Act of 1969 (42 U.S.C.4321 et seq.).

(x) NHPA means the National His-toric Preservation Act of 1966 (16 U.S.C.470 et seq.).


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(y) Notice means a submission noti-fying the FDIC that a depository insti-tution intends to engage in or has com-menced certain corporate activities ortransactions.

(z) Notice of assessment of civil moneypenalties means a notice of assessmentof civil money penalties, findings offact and conclusions of law, and orderto pay issued pursuant to sections7(a)(1), 7(j)(15), 8(i) or 18(h) of the Act(12 U.S.C. 1817(a)(1), 1817(j)(15), 1818(i),or 1828(h)), section 106(b) of the BankHolding Company Act (12 U.S.C. 1972),section 910(d) of the InternationalLending Supervision Act of 1983 (12U.S.C. 3909), or any other provision oflaw providing for the assessment ofcivil money penalties by the FDIC.

(aa) Notice of charges means a noticeof charges and of hearing setting forththe allegations of unsafe or unsoundpractices or violations and fixing thetime and place of the hearing issuedunder section 8(b) of the Act (12 U.S.C.1818(b)).

(bb) Notice to primary regulator meansthe notice described in section8(a)(2)(A) of the Act concerning termi-nation of deposit insurance (12 U.S.C.1818(a)(2)(A)).

(cc) Regional counsel means a regionalcounsel of the Legal Division or, in theevent the title becomes obsolete, anyofficial of equivalent authority withinthe Legal Division. The authority dele-gated to a regional counsel may be ex-ercised, when confirmed in writing bythe regional counsel, by a deputy re-gional counsel, or any official of equiv-alent or higher authority in the Super-vision and Legislation Branch of theLegal Division.

(dd) Regional director means any re-gional director in the Division of Su-pervision (DOS) or the Division of Com-pliance and Consumer Affairs (DCA), orin the event such titles become obso-lete, any official of equivalent author-ity within the respective divisions.

(ee) Section 8 orders:(1) Section 8(a) order means an order

terminating the insured status of a de-pository institution under section 8(a)of the Act (12 U.S.C. 1818(a)).

(2) Section 8(b) order, cease-and-desistorder means a final order to cease anddesist issued under section 8(b) of theAct (12 U.S.C. 1818(b)).

(3) Section 8(c) order, temporary cease-and-desist order means a temporaryorder to cease and desist issued undersection 8(c) of the Act (12 U.S.C.1818(c)).

(4) Section 8(e) order means a finalorder of removal or prohibition issuedunder section 8(e) of the Act (12 U.S.C.1818(e)).

(5) Section 8(e)(3) order, temporaryorder of suspension means a temporaryorder of suspension or prohibitionissued under section 8(e)(3) of the Act(12 U.S.C. 1818(e)(3)).

(6) Section 8(g) order means an orderof suspension or order of prohibitionissued under section 8(g) of the Act (12U.S.C. 1818(g)).

(ff) Standard conditions means theconditions that any FDIC official act-ing under delegated authority may im-pose as a routine matter when approv-ing a filing, whether or not the appli-cant has agreed to their inclusion. Thefollowing conditions, or variationsthereof, are standard conditions:

(1) That the applicant has obtainedall necessary and final approvals fromthe appropriate federal or state author-ity or other appropriate authority;

(2) That if the transaction does nottake effect within a specified time pe-riod, or unless, in the meantime, a re-quest for an extension of time has beenapproved, the consent granted shall ex-pire at the end of the specified time pe-riod;

(3) That until the conditional com-mitment of the FDIC becomes effec-tive, the FDIC retains the right toalter, suspend or withdraw its commit-ment should any interim developmentbe deemed to warrant such action; and

(4) In the case of a merger trans-action (as defined in 303.61(a)), includ-ing a corporate reorganization, thatthe proposed transaction not be con-summated before the 30th calendar day(or shorter time period as may be pre-scribed by the FDIC with the concur-rence of the Attorney General) afterthe date of the order approving themerger transaction.

(gg) Tier 1 capital shall have the samemeaning as provided in 325.2(t) of thischapter.

(hh) Total assets shall have the samemeaning as provided in 325.2(v) of thischapter.


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303.3 General filing procedures.

Unless stated otherwise, filingsshould be submitted to the appropriateregional director (DOS). Forms and in-structions for submitting filings maybe obtained from any FDIC regional of-fice (DOS). If no form is prescribed, thefiling should be in writing; be signed bythe applicant or a duly authorizedagent; and contain a concise statementof the action requested. For specific fil-ing and content requirements, consultthe appropriate subparts of this part.The FDIC may require the applicant tosubmit additional information.

303.4 Computation of time.

For purposes of this part, the FDICbegins computing the relevant periodon the day after an event occurs (e.g.,the day after a substantially completefiling is received by the FDIC or theday after publication begins) throughthe last day of the relevant period.When the last day is a Saturday, Sun-day or federal holiday, the period runsuntil the end of the next business day.

303.5 Effect of Community Reinvest-ment Act performance on filings.

Among other factors, the FDIC takesinto account the record of performanceunder the Community ReinvestmentAct (CRA) of each applicant in consid-ering a filing for approval of:

(a) The establishment of a domesticbranch;

(b) The relocation of the banks mainoffice or a domestic branch;

(c) The relocation of an insuredbranch of a foreign bank;

(d) A transaction subject to the BankMerger Act; and

(e) Deposit insurance.

303.6 Investigations and examina-tions.

The Board of Directors, Directors of(DOS) or (DCA), the associate direc-tors, or the appropriate regional direc-tor or appropriate deputy regional di-rector (DOS) or (DCA) acting under del-egated authority may examine or in-vestigate and evaluate facts related toany filing under this chapter to the ex-tent necessary to reach an informed de-cision and take any action necessary orappropriate under the circumstances.

303.7 Public notice requirements.(a) General. The public must be pro-

vided with prior notice of a filing to es-tablish a domestic branch, relocate adomestic branch or the main office, re-locate an insured branch of a foreignbank, engage in a merger transaction,initiate a change of control trans-action, or request deposit insurance.The public has the right to commenton, or to protest, these types of pro-posed transactions during the relevantcomment period. In order to fully ap-prise the public of this right, an appli-cant shall publish a public notice of itsfiling in a newspaper of general cir-culation. For specific publication re-quirements, consult subparts B (De-posit Insurance), C (Branches and Relo-cations), D (Merger Transactions), E(Change in Bank Control), and J (Inter-national Banking) of this part.

(b) Confirmation of publication. Theapplicant shall mail or otherwise de-liver a copy of the newspaper notice tothe appropriate regional director (DOS)as part of its filing, or, if a copy is notavailable at the time of filing, prompt-ly after publication.

(c) Content of notice. (1) The publicnotice referred to in paragraph (a) ofthis section shall consist of the fol-lowing:

(i) Name and address of the appli-cant(s). In the case of an applicationfor deposit insurance for a de novobank, include the names of all orga-nizers or incorporators. In the case ofan application to establish a branch,include the location of the proposedbranch or, in the case of an applicationto relocate a branch or main office, in-clude the current and proposed addressof the office. In the case of a mergerapplication, include the names of allparties to the transaction. In the caseof a notice of acquisition of control, in-clude the name(s) of the acquiring par-ties. In the case of an application to re-locate an insured branch of a foreignbank, include the current and proposedaddress of the branch;

(ii) Type of filing being made;(iii) Name of the depository institu-

tion(s) that is the subject matter of thefiling;

(iv) That the public may submit com-ments to the appropriate FDIC re-gional director (DOS);


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(v) The address of the appropriateFDIC regional office (DOS) where com-ments may be sent (the same locationthat where the filing will be made);

(vi) The closing date of the publiccomment period as specified in the ap-propriate subpart of this part; and

(vii) That the nonconfidential por-tions of the application are on file inthe regional office and are available forpublic inspection during regular busi-ness hours; photocopies of the noncon-fidential portion of the application filewill be made available upon request.

(2) The requirements of paragraphs(c)(1)(iv) through (vii) of this sectionmay be satisfied through use of the fol-lowing notice:

Any person wishing to comment on thisapplication may file his or her comments inwriting with the regional director (DOS) ofthe Federal Deposit Insurance Corporationat its regional office [insert address of re-gional office] not later than [insert closingdate of the public comment period specifiedin the appropriate subpart of part 303]. Thenon-confidential portions of the applicationare on file in the regional office and areavailable for public inspection during reg-ular business hours. Photocopies of the non-confidential portion of the application filewill be made available upon request.

(d) Multiple transactions. The FDICmay consider more than one trans-action, or a series of transactions, tobe a single filing for purposes of thepublication requirements of this sec-tion. When publishing a single publicnotice for multiple transactions, theapplicant shall explain in the publicnotice how the transactions are re-lated. The closing date of the commentperiod shall be the closing date of thelongest public comment period that ap-plies to any of the related transactions.

(e) Joint public notices. For a trans-action subject to public notice require-ments by the FDIC and another federalor state banking authority, the FDICwill accept publication of a single jointnotice containing all the informationrequired by both the FDIC and theother federal agency or state bankingauthority, provided that the noticestates that comments must be sub-mitted to the FDIC and, if applicable,the other federal or state banking au-thority.

(f) Where public notice is required,the FDIC may determine on a case-by-

case basis that unusual circumstancessurrounding a particular filing warrantmodification of the publication re-quirements.

303.8 Public access to filing.(a) General. For filings subject to a

public notice requirement, any personmay inspect or request a copy of thenon-confidential portions of a filing(the public file) until 180 days followingfinal disposition of a filing. Followingthe 180-day period, non-confidentialportions of an application file will bemade available in accordance withparagraph (c) of this section. The pub-lic file generally consists of portions ofthe filing, supporting data, supple-mentary information, and commentssubmitted by interested persons (ifany) to the extent that the documentshave not been afforded confidentialtreatment. To view or request photo-copies of the public file, an oral orwritten request should be submitted tothe appropriate regional director(DOS). The public file will be producedfor review not more than one businessday after receipt by the regional officeof the request (either written or oral)to see the file. The FDIC may impose afee for photocopying in accordancewith 309.5(c) of this chapter at therates the FDIC publishes annually inthe FEDERAL REGISTER.

(b) Confidential treatment. (1) The ap-plicant may request that specific infor-mation be treated as confidential. Thefollowing information generally is con-sidered confidential:

(i) Personal information, the releaseof which would constitute a clearly un-warranted invasion of privacy;

(ii) Commercial or financial informa-tion, the disclosure of which could re-sult in substantial competitive harm tothe submitter; and

(iii) Information, the disclosure ofwhich could seriously affect the finan-cial condition of any depository insti-tution.

(2) If an applicant requests confiden-tial treatment for information that theFDIC does not consider to be confiden-tial, the FDIC may include that infor-mation in the public file after noti-fying the applicant. On its own initia-tive, the FDIC may determine that cer-tain information should be treated as


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confidential and withhold that infor-mation from the public file.

(c) FOIA requests. A written requestfor information withheld from the pub-lic file, or copies of the public file fol-lowing closure of the file 180 days afterfinal disposition, should be submittedpursuant to the Freedom of Informa-tion Act (5 U.S.C. 552) and part 309 ofthis chapter to the FDIC, Office of theExecutive Secretary, 550 17th Street,N.W., Washington, D.C. 20429.

303.9 Comments.(a) Submission of comments. For filings

subject to a public notice requirement,any person may submit comments tothe appropriate FDIC regional director(DOS) during the comment period.

(b) Comment period(1) General. Con-sult appropriate subparts of this partfor the comment period applicable to aparticular filing.

(2) Extension. The appropriate re-gional director or deputy regional di-rector (DOS) may extend or reopen thecomment period if:

(i) The applicant fails to file all re-quired information on a timely basis topermit review by the public or makes arequest for confidential treatment notgranted by the FDIC that delays thepublic availability of that information;

(ii) Any person requesting an exten-sion of time satisfactorily dem-onstrates to the FDIC that additionaltime is necessary to develop factual in-formation that the FDIC determinesmay materially affect the application;or

(iii) The appropriate regional direc-tor or deputy regional director (DOS)determines that other good cause ex-ists.

(3) Solicitation of comments. Wheneverappropriate, the appropriate regionaldirector (DOS) may solicit commentsfrom any person or institution whichmight have an interest in or be affectedby the pending filing.

(4) Applicant response. The FDIC willprovide copies of all comments re-ceived to the applicant and may givethe applicant an opportunity to re-spond.

303.10 Hearings and other meetings.(a) Matters covered. This section cov-

ers hearings and other proceedings in

connection with filings and determina-tions for or by:

(1) Deposit insurance by a proposednew depository institution or operatingnon-insured institution;

(2) An insured state nonmember bankto establish a domestic branch or to re-locate a main office or domesticbranch;

(3) Relocation of an insured branch ofa foreign bank;

(4)(i) Merger transaction which re-quires the FDICs prior approval underthe Bank Merger Act (12 U.S.C. 1828(c));

(ii) Except as otherwise expresslyprovided, the provisions of this sectionshall not be applicable to any proposedmerger transaction which the FDICBoard of Directors determines must beacted upon immediately to prevent theprobable failure of one of the institu-tions involved, or must be handled withexpeditious action due to an existingemergency condition, as permitted bythe Bank Merger Act (12 U.S.C.1828(c)(6));

(5) Nullification of a decision on a fil-ing; and

(6) Any other purpose or matterwhich the FDIC Board of Directors inits sole discretion deems appropriate.

(b) Hearing requests. (1) Any personmay submit a written request for ahearing on a filing:

(i) To the appropriate regional direc-tor (DOS) before the end of the com-ment period; or

(ii) To the appropriate regional direc-tor (DOS or DCA), pursuant to a noticeto nullify a decision on a filing issuedpursuant to 303.11(g)(2)(i) or (ii).

(2) The request must describe the na-ture of the issues or facts to be pre-sented and the reasons why writtensubmissions would be insufficient tomake an adequate presentation ofthose issues or facts to the FDIC. Aperson requesting a hearing shall si-multaneously submit a copy of the re-quest to the applicant.

(c) Action on a hearing request. Theappropriate regional director (DOS orDCA), after consultation with theLegal Division, may grant or deny a re-quest for a hearing and may limit theissues that he or she deems relevant ormaterial. The FDIC generally grants ahearing request only if it determines


13


that written submissions would be in-sufficient or that a hearing otherwisewould be in the public interest.

(d) Denial of a hearing request. If theappropriate regional director (DOS orDCA), after consultation with theLegal Division, denies a hearing re-quest, he or she shall notify the personrequesting the hearing of the reasonfor the denial. A decision to deny ahearing request shall be a final agencydetermination and is not appealable.

(e) FDIC procedures prior to the hear-ing(1) Notice of hearing. The FDICshall issue a notice of hearing if itgrants a request for a hearing or ordersa hearing because it is in the public in-terest. The notice of hearing shallstate the subject and date of the filing,the time and place of the hearing, andthe issues to be addressed. The FDICshall send a copy of the notice of hear-ing to the applicant, to the person re-questing the hearing, and to anyoneelse requesting a copy.

(2) Presiding officer. The presiding of-ficer shall be the Regional Director(DOS or DCA) or his or her designee orsuch other person as may be named bythe Board or the Director (DOS orDCA). The presiding officer is respon-sible for conducting the hearing anddetermining all procedural questionsnot governed by this section.

(f) Participation in the hearing. Anyperson who wishes to appear (partici-pant) shall notify the appropriate re-gional director (DOS or DCA) of his orher intent to participate in the hearingno later than 10 days from the datethat the FDIC issues the Notice ofHearing. At least 5 days before thehearing, each participant shall submitto the appropriate regional director(DOS or DCA), as well as to the appli-cant and any other person as requiredby the FDIC, the names of witnesses, astatement describing the proposed tes-timony of each witness, and one copyof each exhibit the participant intendsto present.

(g) Transcripts. The FDIC shall ar-range for a hearing transcript. The per-son requesting the hearing and the ap-plicant each shall bear the cost of onecopy of the transcript for his or her useunless such cost is waived by the pre-siding officer and incurred by theFDIC.

(h) Conduct of the hearing(1) Presen-tations. Subject to the rulings of thepresiding officer, the applicant andparticipants may make opening andclosing statements and present and ex-amine witnesses, material, and data.

(2) Information submitted. Any personpresenting material shall furnish onecopy to the FDIC, one copy to the ap-plicant, and one copy to each partici-pant.

(3) Laws not applicable to hearings.The Administrative Procedure Act (5U.S.C. 551 et seq.), the Federal Rules ofEvidence (28 U.S.C. Appendix), the Fed-eral Rules of Civil Procedure (28 U.S.C.Rule 1 et seq.), and the FDICs Rules ofPractice and Procedure (12 CFR part308) do not govern hearings under thissection.

(i) Closing the hearing record. At theapplicants or any participants re-quest, or at the FDICs discretion, theFDIC may keep the hearing recordopen for up to 10 days following theFDICs receipt of the transcript. TheFDIC shall resume processing the filingafter the record closes.

(j) Disposition and notice thereof. Thepresiding officer shall make a rec-ommendation to the FDIC within 20days following the date the hearing andrecord on the proceeding are closed.The FDIC shall notify the applicantand all participants of the final dis-position of a filing and shall provide astatement of the reasons for the finaldisposition.

(k) Computation of time. In computingperiods of time under this section, theprovisions of 308.12 of the FDICsRules of Practice and Procedure (12CFR 308.12) shall apply.

(l) Informal proceedings. The FDICmay arrange for an informal pro-ceeding with an applicant and other in-terested parties in connection with afiling, either upon receipt of a writtenrequest for such a meeting made duringthe comment period, or upon theFDICs own initiative. No later than 10days prior to an informal proceeding,the appropriate regional director (DOSor DCA) shall notify the applicant andeach person who requested a hearing ororal presentation of the date, time, andplace of the proceeding. The proceedingmay assume any form, including ameeting with FDIC representatives at


14


which participants will be asked topresent their views orally. The appro-priate regional director (DOS or DCA)may hold separate meetings with eachof the participants.

(m) Authority retained by FDIC Boardof Directors to modify procedures. TheFDIC Board of Directors may delegateauthority by resolution on a case-by-case basis to the presiding officer toadopt different procedures in indi-vidual matters and on such terms andconditions as the Board of Directorsdetermines in its discretion. Such reso-lution shall be made available for pub-lic inspection and copying in the Officeof the Executive Secretary under theFreedom of Information Act (5 U.S.C.552(a)(2)).

303.11 Decisions.(a) General procedures. The FDIC may

approve, conditionally approve, deny,or not object to a filing after appro-priate review and consideration of therecord. The FDIC will promptly notifythe applicant and any person whomakes a written request of the finaldisposition of a filing. If the FDIC de-nies a filing, the FDIC will imme-diately notify the applicant in writingof the reasons for the denial.

(b) Authority retained by FDIC Boardof Directors to modify procedures. In act-ing on any filing under this part, theFDIC Board of Directors may by reso-lution adopt procedures which differfrom those contained in this part whenit deems it necessary or in the publicinterest to do so. The resolution shallbe made available for public inspectionand copying in the Office of the Execu-tive Secretary under the Freedom ofInformation Act (5 U.S.C. 552(a)(2)).

(c) Expedited processing. (1) A filingsubmitted by an eligible depository in-stitution as defined in 303.2(r) will re-ceive expedited processing as specifiedin the appropriate subparts of this partunless the appropriate regional direc-tor or deputy regional director (DOS)determines to remove the filing fromexpedited processing for any of the rea-sons set forth in paragraph (c)(2) of thissection. Except for filings made pursu-ant to subpart J of this part (Inter-national Banking), expedited proc-essing will not be available for any fil-ing that the appropriate regional direc-

tor (DOS) does not have delegated au-thority to approve.

(2) Removal of filing from expeditedprocessing. The appropriate regional di-rector or deputy regional director(DOS) may remove a filing from expe-dited processing at any time prior tofinal disposition if:

(i) For filings subject to public noticeunder 303.7, an adverse comment is re-ceived that warrants additional inves-tigation or review;

(ii) For filings subject to evaluationof CRA performance under 303.5, aCRA protest is received that warrantsadditional investigation or review, orthe appropriate regional director (DCA)determines that the filing presents asignificant CRA or compliance con-cern;

(iii) For any filing, the appropriateregional director (DOS) determinesthat the filing presents a significantsupervisory concern, or raises a signifi-cant legal or policy issue; or

(iv) For any filing, the appropriateregional director (DOS) determinesthat other good cause exists for re-moval.

(3) For purposes of this section, a sig-nificant CRA concern includes, but isnot limited to, a determination by theappropriate regional director (DCA)that, although a depository institutionmay have an institution-wide rating ofsatisfactory or better, a depository in-stitutions CRA rating is less than sat-isfactory in a state or multi-state met-ropolitan statistical area, or a deposi-tory institutions CRA performance isless than satisfactory in a metropoli-tan statistical area as defined in 12CFR 345.12 (MSA) or in the non-MSAportion of a state in which it seeks toexpand through approval of an applica-tion for a deposit facility as defined in12 U.S.C. 2902(3).

(4) If the FDIC determines that it isnecessary to remove a filing from expe-dited processing pursuant to paragraph(c)(2) of this section, the FDIC prompt-ly will provide the applicant with awritten explanation.

(d) Multiple transactions. If the FDICis considering related transactions,some or all of which have been grantedexpedited processing, then the longestprocessing time for any of the related


15


transactions shall govern for purposesof approval.

(e) Abandonment of filing. A filingmust contain all information set forthin the applicable subpart of this part.To the extent necessary to evaluate afiling, the FDIC may require an appli-cant to provide additional information.If information requested by the FDIC isnot provided within the time periodspecified by the agency, the FDIC maydeem the filing abandoned and shallprovide written notification to the ap-plicant and any interested parties thatsubmitted comments to the FDIC thatthe file has been closed.

(f) Appeals and requests for reconsider-ation.(1) General. Appeal proceduresfor a denial of a change in bank control(subpart E of this part), change in sen-ior executive officer or board of direc-tors (subpart F of this part) or denialof an application pursuant to section 19of the FDI Act (subpart L of this part)are contained in 12 CFR part 308, sub-parts D, L, and M, respectively. For allother filings covered by this chapterfor which appeal procedures are notprovided by regulation or other writtenguidance, the procedures specified inparagraphs (f) (2) through (5) of thissection shall apply. A decision to denya request for a hearing is a final agencydetermination and is not appealable.

(2) Filing procedures. Within 15 days ofreceipt of notice from the FDIC thatits filing has been denied, any appli-cant may file a request for reconsider-ation with the appropriate regional di-rector (DOS), if the filing initially wassubmitted to DOS, or the appropriateregional director (DCA), if the filinginitially was submitted to DCA.

(3) Content of filing. A request for re-consideration must contain the fol-lowing information:

(i) A resolution of the board of direc-tors of the applicant authorizing filingof the request if the applicant is a cor-poration, or a letter signed by the indi-vidual(s) filing the request if the appli-cant is not a corporation;

(ii) Relevant, substantive informa-tion that for good cause was not pre-viously set forth in the filing; and

(iii) Specific reasons why the FDICshould reconsider its prior decision.

(4) Delegation of authority for requestsfor reconsideration. (i) Authority is dele-

gated to the Director and Deputy Di-rector (DOS) and (DCA), as appropriateand, where confirmed in writing by theappropriate Director, to an associatedirector and the appropriate regionaldirector and deputy regional director,to grant a request for reconsideration,after consultation with the Legal Divi-sion.

(ii) Authority is delegated to the Di-rector and Deputy Director (DOS) and(DCA), as appropriate and, where con-firmed in writing, to an associate di-rector, to deny a request for reconsid-eration, after consultation with theLegal Division. Such a denial is a finalagency decision and is not appealable.

(5) Reconsideration of the filing. If a re-quest for reconsideration is grantedpursuant to this paragraph (f), the fil-ing will be reconsidered as follows:

(i) The Board of Directors will recon-sider any such filing if the filing wasoriginally denied by the Board of Di-rectors.

(ii) Authority is delegated to theFDICs Supervisory Appeals ReviewCommittee to reconsider any such fil-ing if the filing was originally deniedby the Director or Deputy Director oran associate director (DOS) or (DCA),and to make the final agency decisionon such filing, after consultation withthe Legal Division.

(iii) Authority is delegated to the Di-rector or Deputy Director (DOS) or(DCA), as appropriate, to reconsiderany such filing that was originally de-nied by a regional director or deputyregional director, and to make thefinal agency decision on such filing,after consultation with the Legal Divi-sion.

(iv) Notwithstanding paragraphs(f)(5)(ii) and (iii) of this section, no re-consideration of a filing that originallyrequired Legal Division concurrencemay be acted upon without Legal Divi-sion concurrence.

(6) Processing. The appropriate re-gional director (DOS or DCA) will no-tify the applicant whether reconsider-ation will be granted or denied within15 days of receipt of a request for re-consideration. If a request for reconsid-eration is granted pursuant to thisparagraph (f), the FDIC will notify theapplicant of the final agency decision


16


on such filing within 60 days of its re-ceipt of the request for reconsider-ation.

(g) Nullification, withdrawal, revoca-tion, amendment, and suspension of deci-sions on filing.(1) Grounds for action.(i) Except as otherwise provided by lawor regulation, the FDIC may nullify,withdraw, revoke, amend or suspend adecision on a filing if it becomes awareat anytime:

(A) Of any material misrepresenta-tion or omission related to the filing orof any material change in cir-cumstance that occurred prior to theconsummation of the transaction orcommencement of the activity author-ized by the decision on the filing; or

(B) That the decision on the filing iscontrary to law or regulation or wasgranted due to clerical or administra-tive error.

(ii) Any person responsible for a ma-terial misrepresentation or omission ina filing or supporting materials may besubject to an enforcement action andother penalties, including criminalpenalties provided in Title 18 of theUnited States Code.

(2) Notice of intent and temporaryorder. (i) Except as provided in para-graph (g)(2)(ii) of this section, beforetaking action under this paragraph (g),the FDIC shall issue and serve on anapplicant written notice of its intentto take such action. A notice of intentto act on a filing shall include:

(A) The reasons for the proposed ac-tion; and

(B) The date by which the applicantmay file a written response with theFDIC.

(ii) The FDIC may issue a temporaryorder on a decision on a filing withoutproviding an applicant a prior notice ofintent if the FDIC determines that:

(A) It is necessary to reevaluate theimpact of a change in circumstanceprior to the consummation of thetransaction or commencement of theactivity authorized by the decision onthe filing; or

(B) The activity authorized by thefiling may pose a threat to the inter-ests of the depository institutions de-positors or may threaten to impairpublic confidence in the depository in-stitution.

(iii) A temporary order shall providethe applicant with an opportunity tomake a written response in accordancewith paragraph (g)(3) of this section.

(3) Response to notice of intent or tem-porary order. An applicant may file awritten response to a notice of intentor a temporary order within 15 daysfrom the date of service of the noticeor temporary order. The written re-sponse should include:

(i) An explanation of why the pro-posed action or temporary order is notwarranted; and

(ii) Any other relevant information,mitigating circumstance, documenta-tion, or other evidence in support ofthe applicants position. An applicantmay also request a hearing under 303.10. Failure by an applicant to filea written response with the FDIC to anotice of intent or a temporary orderwithin the specified time period, shallconstitute a waiver of the opportunityto respond and shall constitute consentto a final order under this paragraph(g).

(4) Effective date. All orders issuedpursuant to this section shall becomeeffective immediately upon issuanceunless otherwise stated therein.

(5) Retained and delegated authority.The FDIC Board of Directors retainsauthority to issue notices of intent andtemporary and final orders under thisparagraph (g), as to any decision on afiling originally acted on by the Board.For decisions on filings under thisparagraph (g) that were not originallyacted on by the Board, authority is del-egated to the Director and Deputy Di-rector (DOS and DCA) and, where con-firmed in writing by the appropriateDirector, to an associate director orthe appropriate regional director ordeputy regional director, to issue no-tices of intent and final orders, afterconsultation with the Legal Division.Authority is delegated to the Directorand Deputy Director (DOS and DCA)and, where confirmed in writing by theappropriate Director, to an associatedirector, to issue temporary ordersunder this paragraph (g), after con-sultation with the Legal Division. Thisdelegated authority may be exercisedonly by the official who acted on theoriginal filing or an official of equiva-lent or higher authority.


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303.12 General rules governing dele-gations of authority.

(a) Scope. This section contains gen-eral rules governing the FDIC Board ofDirectors delegations of authorityunder this part. These principles areprocedural in nature only and are notsubstantive standards. All delegationsof authority, confirmations, limita-tions, revisions, and rescissions underthis part must be in writing and main-tained with the Office of the ExecutiveSecretary.

(b) Authority not delegated. Except asotherwise expressly provided, the FDICBoard of Directors does not delegate itsauthority.

(1) The FDIC Board of Directors re-tains and does not delegate the author-ity to act on agreements with foreignregulatory or supervisory authorities,matters that would establish or changeexisting Corporation policy, mattersthat might attract unusual attentionor publicity, or involve an issue of firstimpression notwithstanding any exist-ing delegation of authority.

(2) The FDIC Board of Directors re-tains the authority to act on any filingor enforcement matter upon which anymember of the Board of Directors wish-es to act, even if the authority to acton such filing or enforcement matterhas been delegated.

(c) Exercise of delegated authority notmandated. Any FDIC official with dele-gated authority under this part mayelect not to exercise that authority.

(d) Action by FDIC officials. In mat-ters where the FDIC Board of Directorshas neither specifically delegated norretained authority, FDIC officials maytake action with respect to matterswhich generally involve conditions orcircumstances requiring prompt actionto protect the interests of the FDICand to achieve flexibility in and expe-dite its operations and the exercise ofFDIC functions under this part.

(e) Construction. The delegations ofauthority contained in this part are tobe broadly construed in favor of the ex-istence of authority in FDIC officialswho act under delegated authority.Any exercise of authority under thispart by an FDIC official is conclusiveevidence of that officials authority.

(f) Written confirmations, limitations,revisions or rescissions. Where the FDIC

Board of Directors has delegated au-thority to the Director (DOS), Director(DCA) or the General Counsel, or theirrespective designees, each shall havethe right to confirm, limit, revise, orrescind any delegation of authorityissued or approved by them, respec-tively, to any subordinate official(s).

303.13 Delegations of authority to of-ficials in the Division of Super-vision and the Division of Compli-ance and Consumer Affairs.

(a) CRA protests. Where a CRA protestis filed and remains unresolved, au-thority is delegated to the Director andDeputy Director (DCA) and, where con-firmed in writing by the Director, to anassociate director or the appropriateregional director or deputy regional di-rector to concur that approval of anyfiling subject to CRA is consistent withthe purposes of CRA.

(b) Adequacy of filings. Authority isdelegated to the Director and DeputyDirector (DOS) and, where confirmed inwriting by the Director, to an associatedirector and the appropriate regionaldirector and deputy regional director,to determine whether a filing is sub-stantially complete for purposes ofcommencing processing.

(c) National Historic Preservation Act.Authority is delegated to the Directorand Deputy Director (DOS) and, whereconfirmed in writing by the Director,to an associate director and the appro-priate regional director and deputy re-gional director, to enter into memo-randa of agreement pursuant to regula-tions of the Advisory Council on His-toric Preservation which implementthe National Historic Preservation Actof 1966 (16 U.S.C. 470).

(d) Modification of publication require-ments. Authority is delegated to the Di-rector and Deputy Director (DOS) and,where confirmed in writing by the Di-rector, to an associate director and theappropriate regional director and dep-uty regional director, to modify thepublication requirements for a par-ticular filing where the unusual cir-cumstances surrounding the filing war-rant such modification.


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Subpart BDeposit Insurance 303.20 Scope.

This subpart sets forth the proce-dures for applying for deposit insur-ance for a proposed depository institu-tion or an operating noninsured deposi-tory institution under section 5 of theFDI Act (12 U.S.C. 1815). It also setsforth the procedures for requestingcontinuation of deposit insurance for astate-chartered bank withdrawing frommembership in the Federal ReserveSystem and for interim institutionschartered to facilitate a merger trans-action. Related delegations of author-ity are also set forth.

303.21 Filing procedures.(a) Applications for deposit insurance

shall be filed with the appropriate re-gional director (DOS). The relevant ap-plication forms and instructions for ap-plying for deposit insurance for an ex-isting or proposed depository institu-tion may be obtained from any FDICregional office (DOS).

(b) An application for deposit insur-ance for an interim depository institu-tion shall be filed and processed in ac-cordance with the procedures set forthin 303.24, subject to the provisions of 303.62(b)(2) regarding deposit insur-ance for interim institutions. An in-terim institution is defined as a state-or federally-chartered depository insti-tution that does not operate independ-ently but exists solely as a vehicle toaccomplish a merger transaction.

(c) A request for continuation of de-posit insurance upon withdrawing frommembership in the Federal ReserveSystem shall be in letter form andshall provide the information pre-scribed in 303.25.

303.22 Processing.(a) Expedited processing for proposed

institutions. (1) An application for de-posit insurance for a proposed institu-tion which will be a subsidiary of an el-igible depository institution as definedin 303.2(r) or an eligible holding com-pany will be acknowledged in writingby the FDIC and will receive expeditedprocessing unless the applicant is noti-fied in writing to the contrary and pro-vided with the basis for that decision.An eligible holding company is defined

as a bank or thrift holding companythat has consolidated assets of $150million or more, has an assigned com-posite rating of 2 or better, and has atleast 75 percent of its consolidated de-pository institution assets comprisedof eligible depository institutions. TheFDIC may remove an application fromexpedited processing for any of the rea-sons set forth in 303.11(c)(2).

(2) Under expedited processing, theFDIC will take action on an applica-tion within 60 days of receipt of a sub-stantially complete application or 5days after the expiration of the com-ment period described in 303.23, which-ever is later. Final action may be with-held until the FDIC has assurance thatpermission to organize the proposed in-stitution will be granted by the char-tering authority. Notwithstandingparagraph (a)(1) of this section, if theFDIC does not act within the expeditedprocessing period, it does not con-stitute an automatic or default ap-proval.

(b) Standard processing. For those ap-plications that are not processed pur-suant to the expedited procedures, theFDIC will provide the applicant withwritten notification of the final actionwhen the decision is rendered.

303.23 Public notice requirements.(a) De novo institutions and operating

noninsured institutions. The applicantshall publish a notice as prescribed in 303.7 in a newspaper of general cir-culation in the community in whichthe main office of the depository insti-tution is or will be located. Noticeshall be published as close as prac-ticable to, but no sooner than five daysbefore, the date the application ismailed or delivered to the appropriateregional director (DOS). Comments byinterested parties must be received bythe appropriate regional director (DOS)within 30 days following the date ofpublication, unless the comment periodhas been extended or reopened in ac-cordance with 303.9(b)(2).

(b) Exceptions to public notice require-ments. No publication shall be requiredin connection with the granting of in-surance to a new depository institutionestablished pursuant to the resolutionof a depository institution in default,or to an interim depository institution


19


formed solely to facilitate a mergertransaction, or for a request for con-tinuation of federal deposit insuranceby a state-chartered bank withdrawingfrom membership in the Federal Re-serve System.

303.24 Application for deposit insur-ance for an interim institution.

(a) Application required. Subject to 303.62(b)(2), a deposit insurance appli-cation is required for a state-charteredinterim institution if the related merg-er transaction is subject to approval bya federal banking agency other thanthe FDIC. A separate application fordeposit insurance for an interim insti-tution is not required in connectionwith any merger requiring FDIC ap-proval pursuant to subpart D of thispart.

(b) Content of separate application. Aletter application for deposit insurancefor an interim institution, accom-panied by a copy of the related mergerapplication, shall be filed with the ap-propriate regional director (DOS). Theletter application shall briefly describethe transaction and contain a state-ment that deposit insurance is beingrequested for an interim institutionthat does not operate independentlybut exists solely as a vehicle to accom-plish a merger transaction which willbe reviewed by a federal banking agen-cy other than the FDIC.

(c) Processing. An application for de-posit insurance for an interim deposi-tory institution will be acknowledgedin writing by the FDIC. Final actionwill be taken within 21 days after re-ceipt of a substantially complete appli-cation, unless the applicant is notifiedin writing that additional review iswarranted. If the FDIC does not actwithin the expedited processing period,it does not constitute an automatic ordefault approval.

303.25 Continuation of deposit insur-ance upon withdrawing from mem-bership in the Federal Reserve Sys-tem.

(a) Content of application. To continueits insured status upon withdrawalfrom membership in the Federal Re-serve System, a state-chartered bankshall submit a letter application to theappropriate regional director (DOS). A

complete application shall consist ofthe following information:

(1) A copy of the letter, and any at-tachments thereto, sent to the appro-priate Federal Reserve Bank settingforth the banks intention to terminateits membership;

(2) A copy of the letter from the Fed-eral Reserve Bank acknowledging thebanks notice to terminate member-ship;

(3) A statement regarding any antici-pated changes in the banks generalbusiness plan during the next 12-monthperiod; and

(4)(i) A statement by the banks man-agement that there are no outstandingor proposed corrective programs or su-pervisory agreements with the FederalReserve System.

(ii) If such programs or agreementsexist, a statement by the applicantthat its Board of Directors is willing toenter into similar programs or agree-ments with the FDIC which would be-come effective upon withdrawal fromthe Federal Reserve System.

(b) Processing. An application for de-posit insurance under this section willbe acknowledged in writing by theFDIC. The appropriate regional direc-tor (DOS) shall notify the applicant,within 15 days of receipt of a substan-tially complete application, either thatfederal deposit insurance will continueupon termination of membership in theFederal Reserve System or that addi-tional review is warranted and the ap-plicant will be notified, in writing, ofthe FDICs final decision regardingcontinuation of deposit insurance. Ifthe FDIC does not act within the expe-dited processing period, it does notconstitute an automatic or default ap-proval.

303.26 Delegation of authority.

(a) Proposed depository institutions. (1)Authority is delegated to the Directorand the Deputy Director (DOS) and,where confirmed in writing by the Di-rector, to an associate director and theappropriate regional director and dep-uty regional director, to approve appli-cations for deposit insurance for pro-posed depository institutions. For thedelegate to exercise this authority, thecriteria in paragraphs (a)(1)(i) through


20


(a)(1)(v) of this section must be satis-fied and the applicant shall haveagreed in writing to comply with anyconditions imposed by the delegate,other than those listed in paragraph (d)of this section which may be imposedwithout the applicants consent:

(i) The factors set forth in section 6of the Act (12 U.S.C. 1816) have beenconsidered and favorably resolved;

(ii) No unresolved management inter-locks, as prohibited by the DepositoryInstitution Management InterlocksAct (12 U.S.C. 3201 et seq.), part 348 ofthis chapter or any other applicableimplementing regulation, exist;

(iii) The application is in conformitywith the standards and guidelines forthe granting of deposit insurance es-tablished in the FDIC statement of pol-icy Applications for Deposit Insur-ance (2 FDIC Law, Regulations andRelated Acts (FDIC) 5349; see 309.4(a)and (b) of this chapter for availability);

(iv) Compliance with the CRA, theNEPA, the NHPA and any applicablerelated regulations, including 12 CFRpart 345, has been considered and favor-ably resolved; and

(v) No CRA protest as defined in 303.2(l) has been filed which remainsunresolved or, where such a protest hasbeen filed and remains unresolved, theDirector (DCA), Deputy Director(DCA), an associate director (DCA) orthe appropriate regional director (DCA)or deputy regional director (DCA) con-curs that approval is consistent withthe purposes of the CRA and the appli-cant agrees in writing to any condi-tions imposed regarding the CRA.

(2) Authority is delegated to the Di-rector and Deputy Director (DOS) and,where confirmed in writing by the Di-rector, to an associate director and theappropriate regional director and dep-uty regional director, to approve appli-cations for deposit insurance filed byor on behalf of proposed interim depos-itory institutions formed or organizedsolely for the purpose of facilitating amerger transaction which will be re-viewed by a responsible agency as de-fined in section 18(c)(2) of the FDI Act.For the delegate to exercise this au-thority, the criteria in paragraphs(a)(1)(i) through (a)(1)(v) of this sectionmust be satisfied and the applicantmust agree in writing to comply with

any conditions imposed by the dele-gate, other than those listed in para-graph (d) of this section which may beimposed without the applicants con-sent.

(b) Operating noninsured depository in-stitutions. Authority is delegated to theDirector and the Deputy Director(DOS) and, where confirmed in writingby the Director, to an associate direc-tor and the appropriate regional direc-tor and deputy regional director, to ap-prove applications for deposit insur-ance by operating noninsured deposi-tory institutions. For the delegate toexercise this authority, the followingcriteria must be satisfied and the appli-cant must have agreed in writing tocomply with any condition imposed bythe delegate, other than those listed inparagraph (d) of this section whichmay be imposed without the appli-cants consent:

(1) The applicant is determined to beeligible for federal deposit insurancefor the class of institution to which theapplicant belongs in the state (as de-fined in section 3(a) of the Act (12U.S.C. 1813(a)) in which the applicant islocated;

(2) The factors set forth in section 6of the Act (12 U.S.C. 1816) have beenconsidered and favorably resolved;

(3) No unresolved management inter-locks, as prohibited by the DepositoryInstitution Management InterlocksAct (12 U.S.C. 3201 et seq.), part 348 ofthis chapter or any other applicableimplementing regulation, exist;

(4) The application is in conformitywith the standards and guidelines forthe granting of deposit insurance to op-erating noninsured depository institu-tions established in the FDIC state-ment of policy Applications for De-posit Insurance (2 FDIC Law, Regula-tions and Related Acts (FDIC) 5349);

(5) Compliance with the CRA, theNEPA, the NHPA, and any applicablerelated regulations, including 12 CFRpart 345, has been considered and favor-ably resolved; and

(6) No CRA protest as defined in 303.2(l) has been filed which remainsunresolved or, where such a protest hasbeen filed and remains unresolved, theDirector (DCA), Deputy Director(DCA), an associate director (DCA) orthe appropriate regional director (DCA)


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or deputy regional director (DCA) con-curs that approval is consistent withthe purposes of the CRA and the appli-cant agrees in writing to any condi-tions imposed regarding the CRA.

(c) Continuation of deposit insuranceupon withdrawing from membership inthe Federal Reserve System. Authority isdelegated to the Director and DeputyDirector (DOS) and, where confirmed inwriting by the Director, to an associatedirector and the appropriate regionaldirector and deputy regional directorto approve continuation of federal de-posit insurance where the applicanthas agreed in writing to comply withany conditions imposed by the dele-gate, other than the standard condi-tions defined in 303.2(ff) which may beimposed without the applicants writ-ten consent.

(d) Conditions that may be imposedunder delegated authority. Following areconditions which may be imposed by adelegate in approving applications fordeposit insurance without affecting theauthority granted under paragraphs (a)and (b) of this section:

(1) The applicant will provide a spe-cific amount of initial paid-in capital;

(2) With respect to a proposed deposi-tory institution that has applied fordeposit insurance pursuant to this sub-part, the Tier 1 capital to assets lever-age ratio (as defined in the appropriatecapital regulation and guidance of theinstitutions primary federal regulator)will be maintained at not less thaneight percent throughout the firstthree years of operation and that anadequate allowance for loan and leaselosses will be provided;

(3) Any changes in proposed manage-ment or proposed ownership to the ex-tent of 10 percent or more of stock, in-cluding new acquisitions of or subscrip-tions to 10 percent or more of stockshall be approved by the FDIC prior tothe opening of the depository institu-tion for business;

(4) The applicant will adopt an ac-crual accounting system for maintain-ing the books of the depository institu-tion;

(5) Where applicable, deposit insur-ance will not become effective untilthe applicant has been granted a char-ter as a depository institution, has au-thority to conduct a depository insti-

tution business, and its establishmentand operation as a depository institu-tion have been fully approved by theappropriate state and/or federal super-visory authority;

(6) Where deposit insurance is grant-ed to an interim institution formed ororganized solely to facilitate a relatedtransaction, deposit insurance willonly become effective in conjunctionwith consummation of the relatedtransaction;

(7) Where applicable, a registered orproposed bank holding company, or aregistered or proposed thrift holdingcompany, has obtained approval of theBoard of Governors of the Federal Re-serve System or the Office of Thrift Su-pervision to acquire voting stock con-trol of the proposed depository institu-tion prior to its opening for business;

(8) Where applicable, the applicanthas submitted any proposed contracts,leases, or agreements relating to con-struction or rental of permanent quar-ters to the appropriate regional direc-tor for review and comment;

(9) Where applicable, full disclosurehas been made to all proposed directorsand stockholders of the facts con-cerning the interest of any insider inany transactions being effected or thencontemplated, including the identity ofthe parties to the transaction and theterms and costs involved. An insider isone who is or is proposed to be a direc-tor, officer, or incorporator of an appli-cant; a shareholder who directly or in-directly controls 10 or more percent ofany class of the applicants out-standing voting stock; or the associ-ates or interests of any such person;

(10) The person(s) selected to serve asthe principal operating officer(s) shallbe acceptable to the appropriate re-gional director (DOS);

(11) The applicant will have adequatefidelity coverage;

(12) The depository institution willobtain an audit of its financial state-ments by an independent public ac-countant annually for at least the firstthree years after deposit insurance iseffective, furnish a copy of any reportsby the independent auditor (includingany management letters) to the appro-priate FDIC regional office within 15


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days after their receipt by the deposi-tory institution and notify the appro-priate FDIC regional office within 15days when a change in its independentauditor occurs; and

(13) Any standard condition definedin 303.2(ff).

303.27 Authority retained by theFDIC Board of Directors.

Without limiting the Board of Direc-tors authority, the Board of Directorsretains authority to deny applicationsfor deposit insurance and approve ap-plications for deposit insurance wherethe applicant does not agree in writingto comply with any condition imposedby the FDIC, other than the standardconditions listed in 303.2(ff) and303.26(d), which may be imposed with-out the applicants written consent.

Subpart CEstablishment and Re-location of DomesticBranches and Offices

303.40 Scope.(a) General. This subpart sets forth

the application requirements, proce-dures and the delegations of authorityfor insured state nonmember banks toestablish a branch, relocate a branch ormain office, and retain existingbranches after the interstate reloca-tion of the main office subject to theapproval by the FDIC pursuant to sec-tions 13(f), 13(k), 18(d) and 44 of the FDIAct.

(b) Merger transaction. Applicationsfor approval of the acquisition and es-tablishment of branches in connectionwith a merger transaction under sec-tion 18(c) of the FDI Act (12 U.S.C.1828(c)), are processed in accordancewith subpart D (Merger Transactions)of this part.

(c) Insured branches of foreign banksand foreign branches of domestic banks.Applications regarding insuredbranches of foreign banks and foreignbranches of domestic banks are proc-essed in accordance with subpart J(International Banking) of this part.

(d) Interstate acquisition of individualbranch. Applications requesting ap-proval of the interstate acquisition ofan individual branch or branches lo-cated in a state other than the appli-cants home state without the acquisi-

tion of the whole bank are treated asinterstate bank merger transactionsunder section 44 of the FDI Act (12U.S.C. 1831a(u)), and are processed inaccordance with subpart D (MergerTransactions) of this part.

303.41 Definitions.

For purposes of this subpart:(a) Branch includes any branch bank,

branch office, additional office, or anybranch place of business located in anyState of the United States or in anyterritory of the United States, PuertoRico, Guam, American Samoa, theTrust Territory of the Pacific Islands,the Virgin Islands, and the NorthernMariana Islands at which deposits arereceived or checks paid or money lent.A branch does not include an auto-mated teller machine, an automatedloan machine, or a remote service unit.The term branch also includes the fol-lowing:

(1) A messenger service that is oper-ated by a bank or its affiliate thatpicks up and delivers items relating totransactions in which deposits are re-ceived or checks paid or money lent. Amessenger service established and op-erated by a non-affiliated third partygenerally does not constitute a branchfor purposes of this subpart. Bankscontracting with third parties to pro-vide messenger services should consultwith the appropriate regional director(DOS) to determine if the messengerservice constitutes a branch.

(2) A mobile branch, other than a mes-senger service, that does not have asingle, permanent site and uses a vehi-cle that travels to various locations toenable the public to conduct bankingbusiness. A mobile branch may servedefined locations on a regular scheduleor may serve a defined area at varyingtimes and locations.

(3) A temporary branch that operatesfor a limited period of time not to ex-ceed one year as a public service, suchas during an emergency or disaster sit-uation.

(4) A seasonal branch that operates atvarious periodically recurring inter-vals, such as during state and localfairs, college registration periods, andother similar occasions.


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(b) Branch relocation means a movewithin the same immediate neighbor-hood of the existing branch that doesnot substantially affect the nature ofthe business of the branch or the cus-tomers of the branch. Moving a branchto a location outside its immediateneighborhood is considered the closingof an existing branch and the establish-ment of a new branch. Closing of abranch is covered in the FDIC State-ment of Policy Concerning BranchClosing Notices and Policies (2 FDICLaw, Regulations, Related Acts 5391;see 309.4 (a) and (b) of this chapter foravailability).

(c) De novo branch means a branch ofa bank which is established by thebank as a branch and does not becomea branch of such bank as a result of:

(1) The acquisition by the bank of aninsured depository institution or abranch of an insured depository insti-tution; or

(2) The conversion, merger, or con-solidation of any such institution orbranch.

(d) Home state means the state bywhich the bank is chartered.

(e) Host state means a state, otherthan the home state of the bank, inwhich the bank maintains, or seeks toestablish and maintain, a branch.

303.42 Filing procedures.(a) General. An applicant shall submit

an application to the appropriate re-gional director (DOS) on the date thenotice required by 303.44 is published,or within 5 days after the date of thelast required publication.

(b) Content of filing. A complete letterapplication shall include the followinginformation:

(1) A statement of intent to establisha branch, or to relocate the main officeor a branch;

(2) The exact location of the proposedsite including the street address. Withregard to messenger services, specifythe geographic area in which the serv-ices will be available. With regard to amobile branch specify the communityor communities in which the vehiclewill operate and the manner in whichit will be used;

(3) Details concerning any involve-ment in the proposal by an insider ofthe bank as defined in 303.2(u), includ-

ing any financial arrangements relat-ing to fees, the acquisition of property,leasing of property, and constructioncontracts;

(4) A statement on the impact of theproposal on the human environment,including, information on compliancewith local zoning laws and regulationsand the effect on traffic patterns forpurposes of complying with the appli-cable provisions of the NEPA and theFDIC Statement of Policy on NEPA (2FDIC Law, Regulations, Related Acts5185; see 309.4 (a) and (b) of this chap-ter for availability);

(5) A statement as to whether or notthe site is eligible for inclusion in theNational Register of Historic Places forpurposes of complying with applicableprovisions of the NHPA and the FDICStatement of Policy on NHPA (2 FDICLaw, Regulations, Related Acts 5175;see 309.4 (a) and (b) of this chapter foravailability) including documentationof consultation with the State HistoricPreservation Officer, as appropriate;

(6) Comments on any changes in serv-ices to be offered, the community to beserved, or any other effect the proposalmay have on the applicants compli-ance with the CRA;

(7) A copy of each newspaper publica-tion required by 303.44, the name andaddress of the newspaper, and date ofthe publication;

(8) When an application is submittedto relocate the main office of the appli-cant from one state to another, a state-ment of the applicants intent regard-ing retention of branches in the statewhere the main office exists prior torelocation.

(c) Undercapitalized institutions. Appli-cations to establish a branch by appli-cants subject to section 38 of the FDIAct (12 U.S.C. 1831o) also should pro-vide the information required by 303.204. Applications pursuant to sec-tions 38 and 18(d) of the FDI Act (12U.S.C. 1831o and 1828(d)) may be filedconcurrently or as a single application.

(d) Additional information. The appro-priate regional director (DOS) may re-quest additional information to com-plete processing.

303.43 Processing.(a) Expedited processing for eligible de-

pository institutions. An application


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filed under this subpart by an eligibledepository institution as defined in 303.2(r) will be acknowledged in writ-ing by the FDIC and will receive expe-dited processing, unless the applicantis notified in writing to the contraryand provided with the basis for that de-cision. The FDIC may remove an appli-cation from expedited processing forany of the reasons set forth in 303.11(c)(2). Absent such removal, anapplication processed under expeditedprocessing will be deemed approved onthe latest of the following:

(1) The 21st day after receipt by theFDIC of a substantially complete fil-ing;

(2) The 5th day after expiration of thecomment period described in 303.44; or

(3) In the case of an application to es-tablish and operate a de novo branch ina state that is not the applicants homestate and in which the applicant doesnot maintain a branch, the 5th dayafter the FDIC receives confirmationfrom the host state that the applicanthas both complied with the filing re-quirements of the host state and sub-mitted a copy of the application withthe FDIC to the host state bank super-visor.

(b) Standard processing. For those ap-plications which are not processed pur-suant to the expedited procedures, theFDIC will provide the applicant withwritten notification of the final actionwhen the decision is rendered.

303.44 Public notice requirements.

(a) Newspaper publications. For appli-cations to establish or relocate abranch, a notice as described in 303.7(b) shall be published once in anewspaper of general circulation. Forapplications to relocate a main office,notice shall be published at least onceeach week on the same day for twoconsecutive weeks. The required publi-cation shall be made in the followingcommunities:

(1) To establish a branch. In the com-munity in which the main office is lo-cated and in the communities to beserved by the branch (including mes-senger services and mobile branches).

(2) To relocate a main office. In thecommunity in which the main office iscurrently located and in the commu-

nity to which it is proposed the mainoffice will relocate.

(3) To relocate a branch. In the com-munity in which the branch is located.

(b) Public comments. Comments by in-terested parties must be received bythe appropriate regional director (DOS)within 15 days after the date of the lastnewspaper publication required byparagraph (a) of this section, unless thecomment period has been extended orreopened in accordance with 303.9(b)(2).

(c) Lobby notices. In the case of appli-cations to relocate a main office or abranch, a copy of the required news-paper publication shall be posted in thepublic lobby of the office to be relo-cated for at least 15 days beginning onthe date of the last published notice re-quired by paragraph (a) of this section.

Documents

Title 12—Banks and Banking - GPO · CHAPTER III—Federal Deposit Insurance Corporation ... 4 12 CFR Ch. III (1 ... 369 Prohibition against use of interstate branches pri-