[Federal Register Volume 60, Number 58 (Monday, March 27, 1995)]
[Proposed Rules]
[Pages 15705-15723]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-7099]



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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency

12 CFR Parts 4, 10, 11, and 18

Office of the Secretary

31 CFR Part 1

[Docket No. 95-06]
RIN 1557-AA67


Description of Office, Availability and Release of Information, 
Contracting Outreach Program; Municipal Securities Dealers; Securities 
Exchange Act Disclosure Rules; Disclosure of Financial and Other 
Information by National Banks; Disclosure of Records

AGENCY: Office of the Comptroller of the Currency and Office of the 
Secretary, Treasury.

ACTION: Notice of proposed rulemaking.

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SUMMARY: The Office of the Comptroller of the Currency (OCC) proposes 
to revise its rules that describe the agency [[Page 15706]] and its 
rules that govern the availability and release of information. By 
clarifying these rules, this proposal will help the banking industry 
and the public better interact with the OCC. This proposal also makes 
technical and clarifying amendments to the OCC's rules governing 
municipal securities dealers, disclosures under the Securities Exchange 
Act, and the disclosure of financial and other information by national 
banks, and, under delegated authority, to the Department of the 
Treasury's rules regarding disclosure of records. This proposal is 
another component of the OCC's Regulation Review Program, which is 
intended to update and streamline OCC regulations and to reduce 
unnecessary regulatory costs and other burdens.

DATES: Comments must be received by May 26, 1995.

ADDRESSES: Comments should be directed to: Communications Division, 
Office of the Comptroller of the Currency, 250 E Street, SW., 
Washington, DC 20219, Attention: Docket No. 95-06. Comments will be 
available for public inspection and photocopying at the same location.

FOR FURTHER INFORMATION CONTACT: Andrew T. Gutierrez, Attorney, 
Legislative and Regulatory Activities Division, (202) 874-5090 (except 
with respect to proposed 12 CFR part 4, subpart C); Lester N. Scall, 
Senior Attorney, Administrative and Internal Law Division, (202) 874-
4460, or Daniel L. Cooke, Attorney, Legislative and Regulatory 
Activities Division, (202) 874-5090 (with respect to proposed 12 CFR 
part 4, subpart C).

SUPPLEMENTARY INFORMATION:

Background

    The OCC proposes to amend 12 CFR parts 4, 10, 11, and 18, and, 
under delegated authority, 31 CFR part 1 as a component of its 
Regulation Review Program. One goal of the Regulation Review Program is 
to review all of the OCC's rules and to eliminate provisions that do 
not contribute significantly to maintaining the safety and soundness of 
national banks or to accomplishing the OCC's other statutory 
responsibilities. Another goal of the Regulation Review Program is to 
improve clarity and to better communicate the standards that the rules 
intend to convey. In the case of the current proposal, improved clarity 
will promote better and more efficient interaction between the OCC and 
the banking industry and the public at large.

Part 4

Subpart A--Description of Office

    The OCC proposes to revise the description of the OCC contained in 
current Sec. 4.1a and relocate that information to a new subpart A. 
Specifically, the proposal provides separate descriptions of the 
functions and responsibilities of the OCC generally in Sec. 4.2, the 
Comptroller of the Currency in Sec. 4.3, the Washington office in 
Sec. 4.4, and the district and field offices in Sec. 4.5. The proposal 
eliminates from current Sec. 4.1a all detailed job descriptions of OCC 
positions subordinate to the Comptroller of the Currency. These changes 
update and clarify the regulation, and eliminate unnecessary 
provisions.
    The OCC will continue to provide the public with current and 
accurate descriptions of the functions of its major departments and 
divisions in the OCC's annual report to Congress. The annual report, 
required under 12 U.S.C. 14, consists of the four issues of the 
Quarterly Journal published each year. The first issue of each year 
contains the Comptroller's Report of Operations, which describes in 
detail the functions of the major departments and divisions of the OCC. 
The OCC believes that the Quarterly Journal is a better source of 
current and detailed descriptions of specific departments, divisions, 
and officials. Additionally, persons may contact the OCC's 
Communications Division for further information concerning the OCC's 
organizational structure.
    The OCC also proposes to eliminate the information contained in 
current Sec. 4.11, which describes the frequency of national bank 
examinations and provides a partial list of required national bank 
reports. These changes eliminate information that merely repeats 
statutory provisions, or is otherwise unnecessary. For a current 
description of the frequency of bank examinations, persons may refer to 
12 U.S.C. 1820(d), as amended by section 306 of the Riegle Community 
Development and Regulatory Improvement Act of 1994, Public Law 103-325, 
108 Stat. 2160. For a current listing of required national bank 
reports, persons may contact the OCC's Communications Division.

Subpart B--Availability of Information Under the FOIA

In General
    The OCC proposes to revise its rules regarding the availability of 
information under the Freedom of Information Act (FOIA) (5 U.S.C. 552), 
currently found in Secs. 4.13-4.17a, and 4.18(d), and relocate the 
rules to a new subpart B, consisting of Secs. 4.11-4.17. This subpart 
updates, clarifies, reorganizes, and streamlines the rules to better 
communicate to the public the standards, policies, and procedures that 
the OCC applies in administering the FOIA. The OCC does not intend this 
subpart B to materially affect current OCC standards, policies, or 
procedures. Each section in the new subpart B is described below.
Section 4.11--Purpose and Scope

    Proposed Sec. 4.11 sets forth the purpose of subpart B--namely, to 
describe the standards, policies, and procedures that the OCC applies 
in administering the FOIA. This section also sets forth the scope of 
subpart B by briefly describing each section in the subpart. This 
section explicitly does not apply to a request for records pursuant to 
the Privacy Act (5 U.S.C. 552a). A person requesting records from the 
OCC pursuant to the Privacy Act should refer to 31 CFR part 1, subpart 
C, and appendix J of that subpart.

Section 4.12--Information Available Under the FOIA

    Proposed Sec. 4.12 delineates the scope of information that the 
FOIA requires the OCC to disclose to the public. This section 
clarifies, reorganizes, and streamlines the OCC's rules, but does not 
materially affect current OCC standards, policies, or procedures. 
Paragraph (a), derived from current Sec. 4.16(a), declares that, in 
accordance with the FOIA, all information in the OCC's possession is 
available to the public, except the exempt records described in 
paragraph (b).
    Paragraph (b), derived from current Sec. 4.16(b), describes the 
nine types of records that the FOIA exempts from disclosure (see 5 
U.S.C. 552(b)). However, paragraph (b)(8) differs somewhat from its 
current counterpart, Sec. 4.16(b)(8). Current Sec. 4.16(b)(8), which 
describes the FOIA exemption concerning bank supervisory records, 
contains language not found in the statute. The additional language in 
the current regulation may confuse rather than clarify the FOIA 
exemption. Thus, proposed paragraph (b)(8) eliminates, as unnecessary, 
this language. This change is clarifying in nature, and merely amends 
the OCC's rule to better reflect the statute. This change does not 
materially affect current OCC standards, policies, or procedures.
    Paragraph (c), added in accordance with 5 U.S.C. 552(c)(1), states 
that the OCC may deny the existence of exempt records in certain 
circumstances where [[Page 15707]] disclosure of the existence of the 
records may interfere with criminal law enforcement proceedings. This 
addition clarifies the OCC's rules by properly reflecting an applicable 
FOIA provision.
    Paragraph (d), derived from current Sec. 4.16(c), states that on a 
case-by-case basis, even if a record is exempt under paragraph (b), the 
OCC may elect not to apply the exemption to the requested record. The 
OCC's discretionary disclosure of an exempt record under this paragraph 
does not affect the applicability of an exemption to any other record.
    Paragraph (e), derived from current Sec. 4.16(d), explains that the 
OCC provides non-exempt portions of a requested record to the extent 
that those portions are reasonably segregable from exempt portions.

Section 4.13--Publication in the Federal Register

    Proposed Sec. 4.13 sets forth the first of three methods by which 
the OCC provides information to the public under the FOIA. This section 
clarifies the OCC's rules, but does not materially affect current OCC 
standards, policies, or procedures.
    This section, derived from current Sec. 4.14(a), lists the types of 
information that the OCC publishes in the Federal Register for the 
guidance of the public. Generally, the OCC publishes in the Federal 
Register proposed and final rules, and certain notices and policy 
statements of concern to the general public (such as notices of certain 
Federal preemption interpretations, in accordance with 12 U.S.C. 43).

Section 4.14--Public Inspection and Copying

    Proposed Sec. 4.14 sets forth the second method by which the OCC 
provides information to the public under the FOIA. This section 
updates, clarifies, reorganizes, and streamlines the rules, but does 
not materially affect current OCC standards, policies, or procedures.
    Information covered under this section is readily available to the 
public for inspection and copying. Any person seeking this information 
may contact the Disclosure Officer in the OCC's Communications Division 
at the address specified in paragraph (c) to schedule an appropriate 
time to inspect and copy documents.
    Paragraph (a) lists the seven types of information that this 
section covers. These types of information are: (1) Final orders, 
agreements, or other enforceable documents made in the adjudication of 
a case (paragraph (a)(1), derived from current Sec. 4.15(a)(1)); (2) 
final opinions made in the adjudication of a case (paragraph (a)(2), 
derived from current Sec. 4.15(a)(2)); (3) statements of general policy 
or interpretations of general applicability not published in the 
Federal Register (paragraph (a)(3), derived from current 
Sec. 4.15(a)(3)); (4) administrative staff manuals or instructions to 
staff that may affect a member of the public (paragraph (a)(4), derived 
from current Sec. 4.15(a)(4)); (5) a current index identifying each 
document described in paragraphs (a)(1)-(4) that the OCC issued, 
adopted, or promulgated after July 4, 1967 (a date set under 5 U.S.C. 
552(a)(2)) (paragraph (5), derived from current Sec. 4.15(b)); (6) a 
list of OCC publications available (paragraph (a)(6), derived from 
current Sec. 4.14(b)); and (7) a list of OCC forms available, and 
specific forms and instructions (paragraph (a)(7), derived from current 
Sec. 4.13).
    Paragraph (a) eliminates several items unnecessarily listed in 
current Sec. 4.15(a). Current Sec. 4.15(a)(6)-(9) involves securities 
disclosure documents already addressed in other regulations, and 
contains outdated references to regulations; and current 
Sec. 4.15(a)(10) involves requests for staff no-objection positions and 
staff responses. Currently, requesters may obtain these documents upon 
specific request. While the new subpart B does not specifically mention 
these documents, they, like all OCC records not exempt from the FOIA, 
will remain available to the public.
    Paragraph (a) also eliminates current Sec. 4.15(a)(11), which 
involves transcripts of public hearings. The OCC currently contracts 
with a commercial service to produce these documents and provide them 
upon request. The OCC refers persons seeking a transcript of a public 
hearing to this contractor.
    Paragraph (b), derived from current Sec. 4.15(c) explains that the 
OCC, to the extent necessary to prevent an invasion of personal 
privacy, may redact identifying details from any document described in 
paragraph (a) before making the document available for public 
inspection and copying. The OCC provides a justification for any 
redaction if the basis of that redaction is not evident.

Section 4.15--Specific Requests for Records

    Proposed Sec. 4.15 sets forth the third method by which the OCC 
provides information to the public under the FOIA. This section 
updates, clarifies, reorganizes, and streamlines the rules, but does 
not materially affect current OCC standards, policies, or procedures.
    Paragraph (a), derived from current Sec. 4.16(a), provides that any 
OCC record not exempt from disclosure is available to any person upon 
specific request.
    Paragraph (b), derived from current Sec. 4.17 (b), (c), and (d)(1), 
identifies where a person must submit a request for records or an 
administrative appeal of a denial of a request for records. Paragraph 
(b)(1) directs a person to submit a request generally to the Disclosure 
Officer in the OCC's Communications Division. Paragraph (b)(2) lists a 
few exceptions to this general rule. Unlike the current regulation, 
paragraph (b)(2) does not include a specific provision relating to the 
public sections of Community Reinvestment Act (CRA) evaluations. 
Current Sec. 4.17(b)(2)(ii) indicates that these public sections are 
available from the CRA Contact in the OCC's Department of Compliance 
Management. In the proposed regulation, these public sections are 
available from the Disclosure Officer under the general rule in 
paragraph (b)(1).
    Paragraph (c), derived from current Secs. 4.17 (d)(2), (d)(3), and 
(g), and 4.17a(b), describes the required contents of a request for 
records, indicates that the OCC's Director of Communications or that 
person's designee initially determines whether to grant or deny a 
request for records, and explains the procedures that the OCC follows 
in granting or denying a request for records.
    Paragraph (d), derived from current Secs. 4.17(e) and 4.17a(c), 
describes the procedures a requester must follow to appeal a denial of 
a request for records, indicates that the Comptroller or the 
Comptroller's designee determines whether to grant or deny an appeal, 
and explains the procedures that the OCC follows in granting or denying 
an appeal.
    Paragraph (e)(1), added in accordance with 5 U.S.C. 552(a)(4)(B), 
provides that if the OCC denies an appeal, or fails to make an initial 
or appellate determination within the time limits set forth in 
paragraph (f), the requester may commence action to compel disclosure 
in an appropriate United States district court. This addition clarifies 
the OCC's current rules by including statutory language that provides 
the context of paragraph (e)(2). Paragraph (e)(2), derived from current 
Sec. 4.17(f), identifies the OCC's Chief Counsel as the officer on whom 
a litigant under paragraph (e)(1) must serve process.
    Paragraph (f), derived from current Sec. 4.17a(d), sets forth the 
time limits that the OCC must follow in making initial and appellate 
determinations under this section. In general, the OCC determines 
whether to grant or deny a request for [[Page 15708]] records within 
ten business days after the date of receipt of the request, and 
determines whether to grant or deny an administrative appeal within 20 
business days after the date of receipt of the appeal.
    Paragraph (g), derived from current Sec. 4.17a(a), explains how the 
OCC determines the date of receipt of a request or appeal for purposes 
of the time limits set forth in paragraph (f).

Section 4.16--Predisclosure Notice for Confidential Commercial 
Information

    Proposed Sec. 4.16, derived from current Sec. 4.18(d), sets forth 
predisclosure notice procedures that the OCC follows, in accordance 
with Executive Order 12600 (3 CFR, 1987 Comp., p. 235), when the OCC 
receives a request under Sec. 4.15 for disclosure of records that 
arguably are exempt from disclosure under exemption 4 of the FOIA (5 
U.S.C. 552(b)(4); proposed Sec. 4.12(b)(4)) as confidential commercial 
information. This section clarifies and reorganizes the rules, but does 
not materially affect current OCC standards, policies, or procedures.

Section 4.17--Fees for Services

    Proposed Sec. 4.17, derived from current Sec. 4.17(h), describes 
the fees that the OCC assesses for the services it renders in providing 
information under the FOIA. This section clarifies, reorganizes, and 
streamlines the rules, but does not materially affect current OCC 
standards, policies, or procedures.

Subpart C--Release of Non-public OCC Information

In General
    The OCC proposes to amend and relocate to a new subpart C, current 
Secs. 4.18 and 4.19 to clarify the procedures that must be followed by 
persons who seek non-public OCC information and to clarify the 
restrictions on dissemination of non-public OCC information. Non-public 
OCC information, as that term is used in this proposal, is information, 
confidential or otherwise, that is not available to the public pursuant 
to the FOIA. FOIA specifically exempts from disclosure several 
categories of information including records contained in or related to 
examination, operating, or condition reports concerning financial 
institutions.
    In recent years, requests for non-public OCC information, 
particularly requests arising from litigation, have increased 
substantially. These requests have caused the OCC concerns about burden 
and confidentiality. Persons requesting information have sought 
confidential OCC records, such as reports of examination and other OCC 
summary information, large portions of records and files about specific 
banks, and testimonial appearances or interviews of OCC employees or 
former employees. The OCC recognizes a public need in individual cases 
for certain information, but is concerned that a candid dialogue in the 
bank examination and supervision process be maintained. The OCC is 
aware that release of non-public OCC information may inhibit open 
consultation between banks and the OCC. The OCC, therefore, has 
attempted to balance its need to preserve appropriate confidentiality 
and the public interest in ensuring effective consultations between 
banks and the OCC, on the one hand, and the needs of parties requesting 
information from the OCC, on the other hand.
    To this end, the proposal provides new detail in defining non-
public OCC information, listing the information requesters must include 
in their requests for non-public OCC information, and identifying the 
standards the OCC uses to decide requests. The proposal also explains 
the OCC procedural response to service of subpoenas on the OCC and its 
employees and former employees, restricts the further dissemination of 
released information and testimony, and states the fee schedule for 
records search, copying, certification, and testimony.
    The OCC, as other Federal agencies, has authority, pursuant to the 
5 U.S.C. 301, the ``housekeeping'' statute, to prescribe procedures for 
the production of agency records, property, and testimony. This 
proposal is issued pursuant to 5 U.S.C. 301, which is intended to allow 
agencies to control the burdens associated with production of non-
public information. See Moore v. Armour Pharmaceutical Co., 927 F.2d 
1194 (11th Cir. 1991). The proposal is also based on 5 U.S.C. 552 and 
recent judicial interpretation of the bank examination privilege. See 
In Re: Subpoena Served Upon the Comptroller of the Currency, and the 
Secretary of the Board of Governors of the Federal Reserve System, 967 
F.2d 630, 634 (D.C. Cir. 1992); and Schreiber v. Society for Savings 
Bancorp, Inc., 11 F.3d 217 (D.C. Cir. 1993) (describing the type of 
information that is privileged and subject to a balancing test). In Re 
Subpoena and Schreiber have clarified the responsibilities of Federal 
bank regulatory agencies in the discovery process. These cases and 
Moore have led the OCC to conclude that it should amend Secs. 4.18 and 
4.19.
    Courts have upheld the privileged nature of certain types of 
information generated in the government's supervision of banks. 
Consistent with the In Re Subpoena and Schreiber decisions, this 
proposal provides for the OCC's case-by-case determination of privilege 
and provides an orderly mechanism for the OCC to assert or waive 
privilege. Also consistent with these decisions, the proposal allows 
the OCC to reconcile its need to preserve the confidential nature of 
its bank examination functions with its responsibility to provide 
access to information in appropriate situations. The proposal also is 
intended to provide an efficient mechanism for the OCC to release 
relevant non-privileged records.
    The non-public OCC information covered by this proposal includes 
information about failed banks and operating banks. This is consistent 
with Congress's view that, even when regulatory information about a 
failed bank is used by the FDIC, the privileges available to the bank 
regulatory agencies are not intended to be waived. See H.R. Conf. Rep. 
No. 222, 101st Cong., 1st Sess. 440-41 (1989), reprinted in 1989 
U.S.C.C.A.N. 86, 479-80 (explaining section 11(o) of the Federal 
Deposit Insurance Act (12 U.S.C. 1821(o)) as amended by section 909 of 
the Financial Institutions Reform, Recovery, and Enforcement Act of 
1989, Public Law 101-73, 103 Stat. 183, 477). See also The Housing and 
Community Development Act of 1992, Public Law 102-550, 1544, 106 Stat. 
3672, 4069.
    This proposal is not intended to affect the policies and procedures 
the OCC follows in providing information and assistance for criminal 
cases and investigations. It also does not change the OCC's policies 
for releasing non-public OCC information to other Federal agencies that 
require such information in support of their civil investigations and 
cases. The proposal is furthermore not intended to supersede 
information sharing agreements that the OCC has with other Federal 
agencies. However, the OCC anticipates that, under the proposal, 
government agencies will use the OCC's procedures as guidance when 
seeking non-public OCC information.

Section 4.31--Purpose and Scope

    Proposed Sec. 4.31 sets out the purposes and scope of this portion 
of part 4. As stated in paragraph (a), the proposal seeks to achieve 
several purposes. First, it is intended to provide an orderly mechanism 
for the OCC to process requests for non-public information. Second, it 
is intended to provide information to requesters while preserving the 
confidentiality of the [[Page 15709]] information. Third, it is 
intended to ensure that the released information is used in the public 
interest. Fourth, it is intended to provide a mechanism for the OCC to 
assert evidentiary privileges when necessary. Finally, it is intended 
to protect the interests of the OCC in fulfilling its mission, which 
includes fostering candid communication between banks and the OCC to 
ensure effective supervision.
    Paragraph (b) describes the scope of subpart C by specifying the 
types of litigation to which subpart C applies and the type of 
information covered by the regulation.

Section 4.32--Definitions

    Proposed Sec. 4.32 adds new definitions for the following terms: 
``compelling need,'' ``complete request,'' ``non-public OCC 
information,'' ``showing that the information has high relevance,'' and 
``testimony.'' The new definitions should make the rule easier to 
interpret and apply.
    In particular, the definition of ``non-public OCC information'' 
clarifies the precise scope of the rule by defining the type of 
information to which the rule applies. The OCC intends that the 
definition of ``non-public OCC information'' include records generated 
by the OCC as well as certain records not generated by the OCC. ``Non-
public OCC information'' includes interviews with OCC employees as well 
as employee testimony.

Section 4.33--Requirements for a Request of Records or Testimony

    Proposed Sec. 4.33 specifies the information that requesters must 
provide to the OCC when seeking non-public OCC information. The OCC 
intends this new section to ensure that it will not unnecessarily 
compromise the essential confidentiality, and consequently the open 
information exchange of the examination and supervisory process. 
Paragraph (a) specifies what all requests must contain, the additional 
showing the requester must make if a response is sought in less than 60 
days, and the additional submissions a requester must make in 
adversarial situations.
    Paragraph (b) specifies the additional information that a requester 
must provide when requesting records.
    Paragraph (c) specifies the additional information that a requester 
must provide when seeking testimony.

Section 4.34--Where to Submit a Request

    Proposed Sec. 4.34(a) specifies that requests for non-public OCC 
information, requests for authentication of a record, and notifications 
regarding the issuance of subpoenas or other compulsory process must be 
addressed to the OCC's Litigation Division in Washington, DC.
    Paragraph (b) permits a person who is requesting public OCC 
information along with non-public OCC information to submit a combined 
request for both to the Litigation Division in Washington, DC. If a 
requester decides to submit a combined request under this section, the 
OCC will process the combined request under this subpart and not under 
subpart B (FOIA).

Section 4.35--Consideration of Requests

    Proposed Sec. 4.35 sets out the issues and factors that the OCC 
will consider in acting on requests. The OCC intends this new section 
to alert requesters to the reasons the OCC could use to deny a request 
and to assist requesters in determining whether and how to file a 
request. Paragraph (a) lists the bases for denial and states that the 
OCC will weigh the requirements prescribed in Sec. 4.33. Paragraph (a) 
also provides that the OCC may require a requester to submit additional 
information, states that the OCC may independently seek information 
from other persons or sources, and prescribes the OCC's normal 
processing time.
    Paragraph (b) specifies the additional considerations that apply to 
requests for testimony.
    Paragraph (c) states that the OCC also may respond to certain 
requests by authorizing others in possession of the requested records 
to release the records.

Section 4.36--Parties With Access to OCC Information; Restriction on 
Dissemination

    Proposed Sec. 4.36 prohibits persons and entities from 
disseminating non-public OCC information without OCC approval. The OCC 
intends this section to preserve the confidentiality of non-public OCC 
information.
    Paragraph (a), which embodies current Sec. 4.18(a), prohibits 
current and former OCC employees from disseminating non-public OCC 
information. This paragraph also adds a new provision, which states the 
OCC's policy of objecting to subpoenas for non-public OCC information 
when subpoenas are used in lieu of the request procedures of this 
subpart.
    Paragraph (b), which embodies some of current Sec. 4.18(c), 
prohibits persons who are not current or former OCC employees from 
disseminating non-public OCC information. This paragraph applies to any 
person in possession of non-public OCC information, including banks and 
related individuals and entities. It states the OCC's policy of seeking 
the return of non-public OCC information from banks or related 
individuals and entities when necessary. This proposal does not retain 
the portion of current paragraph Sec. 4.18(c) that states that 
examination reports are the property of the OCC. That provision will be 
included in revisions of part 7 (proposed Sec. 7.4000, which addresses 
books and records of national banks).
    Commenters are specifically asked to address whether 
``consultants,'' meaning outside professionals who perform services for 
a bank, should be included in the list of bank-connected persons who 
are eligible to receive OCC examination reports, or portions thereof, 
without first obtaining the express approval of the OCC or whether a 
bank could seek OCC approval for release to particular categories of 
professional advisors, for all or specified portions of the bank's 
examination report. Under current Sec. 4.18(c), attorneys, auditors, 
and independent auditors are included in the list of persons eligible 
to receive reports. Commenters are also asked to address: (1) Whether 
release to other professional advisors, if permitted, should be limited 
to certain types of advisors, and/or certain portions of the 
examination report, and (2) the nature of the confidentiality 
undertaking that would be required before any material could be 
provided.
    Paragraph (c), which embodies current Sec. 4.18(b), preserves the 
OCC's current policies and procedures for sharing information with 
other government agencies. This proposal deletes the last sentence of 
current paragraph 4.18(b), which prohibits persons and other entities 
from disclosing OCC non-public information, because it would be 
redundant in light of the general prohibition on dissemination of 
information stated in Sec. 4.36(b)(1).
    Paragraph (d) makes clear that non-public OCC information does not 
lose its non-public status when released to a person or entity. The 
paragraph states that the possession of non-public OCC information by 
any entity or individual is not a waiver of the OCC's right to control 
further use or dissemination of information.

Section 4.37--Limitation on Dissemination of Released Information

    Proposed Sec. 4.37 permits the OCC to condition release of non-
public OCC information on the issuance of a protective order and the 
sealing of transcripts. The OCC intends this new section to enable the 
OCC to prevent the further dissemination of the 
[[Page 15710]] information. A model stipulation and protective order is 
printed at appendix A to this subpart. The section also specifies that 
the OCC may authorize the use of the same records or testimony in 
another case.

Section 4.38--Procedures for Sharing and Using OCC Records in 
Litigation

    Proposed section 4.38(a) requires parties to a case to share 
released records among litigants. This requirement eliminates the need 
for requesters to file duplicative requests.
    Paragraph (b) requires all requesters to retrieve released non-
public OCC information from court files and requires all parties to 
destroy non-public OCC information covered by a protective order. The 
OCC intends these new provisions to ensure the confidentiality of the 
information.
    Paragraph (c) informs requesting litigants that the OCC will 
authenticate its documents for use as evidence.

Section 4.39--Fees for Services

    Proposed Sec. 4.39 sets out the fee schedules that apply when the 
OCC provides records or authorizes testimony from current or former 
employees.
    Paragraph (a) addresses fees for document searches, copying, and 
certifications, and adopts the standards of subpart B, Sec. 4.17, 
concerning document releases under the FOIA. This paragraph also 
specifies that the OCC may contract with commercial copiers and 
requires requesters to pay the costs of that copying.
    Paragraph (b) addresses testimony and adopts the standards of 28 
U.S.C. 1821. This paragraph also specifies that, when current OCC 
employees testify, the requester must pay the witness fees to the OCC.

Subpart D--Contracting Outreach Program

    The OCC proposes to relocate its rules regarding the contracting 
outreach program from current subpart C to a new subpart D, and to 
renumber them. These changes do not amend or affect in any way the 
substance of the rules.
Part 10
    The OCC proposes to eliminate forms and instructions from its rules 
regarding municipal securities dealers. The Municipal Securities 
Rulemaking Board (MSRB) created the forms found in part 10, Forms MSD-4 
and MSD-5, to provide for uniform municipal securities dealer filings 
among the Federal financial institution supervisory agencies. While 
part 10 continues to require certain persons to file Forms MSD-4 and 
MSD-5, the OCC considers it unnecessary to incorporate these detailed 
forms and instructions into OCC regulations. The OCC also is concerned 
that a lag between MSRB revision of a form and appearance of the 
revised form in OCC regulations may cause confusion for bank filers. 
Moreover, national banks that act as municipal securities dealers do 
not copy and enlarge the forms from the OCC's regulations in practice, 
contrary to the OCC's expectations at the time it included the forms in 
its regulations. Instead, the majority of national bank municipal 
securities dealers obtain forms directly from the OCC. Therefore, the 
OCC finds it unnecessary to publish the forms in its regulation. The 
proposal, however, adds a provision indicating that the OCC's Chief 
National Bank Examiner's Office will provide copies of Forms MSD-4 and 
MSD-5, with instructions, to any bank that requests them. The OCC also 
proposes to make technical amendments to the rules. These changes 
clarify the rules, eliminate unnecessary provisions, and help to ensure 
that banks are using current forms for their filings.
Part 11
    The OCC proposes to make technical amendments to its rules 
regarding disclosure under various provisions of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l, 78m, 78n, 78p, and 78w). The 
proposal updates the reference to the name of the division that 
receives filings, and specifies the division that receives requests for 
copies of filings, among other minor changes. These changes simply 
update and clarify the regulation.
Part 18
    The OCC proposes to amend its rules regarding annual financial 
disclosures by national banks to conform the OCC's rules to language 
adopted in the Financial Institutions Reform, Recovery, and Enforcement 
Act of 1989 (FIRREA), Pub.L. 101-73, 103 Stat. 187, that describes 
persons subject to administrative enforcement action by the Federal 
banking agencies. Specifically, section 901(b) of FIRREA amended 12 
U.S.C. 1811 et seq., by substituting the term ``institution-affiliated 
party'' for the terms ``director,'' ``officer,'' ``employee,'' 
``agent,'' and ``other person participating in the conduct of the 
affairs of a bank.'' The term ``institution-affiliated party'' is 
defined at 12 U.S.C. 1813(u). The proposal makes similar amendments to 
the provision that indicates the parties subject to administrative 
action for violations of part 18. The OCC also proposes to make 
technical amendments to the regulation. These changes update and 
clarify the regulation, and conform the regulation to statutory 
language.
31 CFR Part 1
    The OCC proposes to amend appendix J of subpart A and appendix J of 
subpart C. Subpart A contains the Department of the Treasury's FOIA 
rules, and subpart C contains the Department of the Treasury's Privacy 
Act rules. The various appendices to subparts A and C contain 
standardized information about components of the Department of the 
Treasury, including officials and addresses relevant to the 
implementation of the FOIA and the Privacy Act. Appendix J in subpart A 
and appendix J in subpart B, entitled ``Office of the Comptroller of 
the Currency,'' contain information about the OCC.
    The Department of the Treasury, at 31 CFR 1.1(d) and 1.20, has 
authorized the head of each of its components to substitute the 
officials designated and change the addresses specified in the 
appendices corresponding to that component. Pursuant to this grant of 
authority, the OCC proposes to amend the OCC administrative information 
in appendix J of subpart A and appendix J of subpart C. These changes 
update regulatory information specific to the OCC.
Derivation Table for 12 CFR Part 4

    This table directs readers to the provisions of the current 12 CFR 
part 4, if any, on which the revised 12 CFR part 4 is based.

----------------------------------------------------------------------------------------------------------------
   Revised provision                Current provision                                Comments                   
----------------------------------------------------------------------------------------------------------------
Subpart A:                                                                                                      
    Sec. 4.1..........  Sec. 4.1................................  Significantly modified.                       
    Secs. 4.2-4.5.....  Sec. 4.1a...............................  Significantly modified.                       
Subpart B:                                                                                                      
    Sec. 4.11.........  Sec. 4.1................................  Significantly modified.                       
    Sec. 4.12(a)......  Sec. 4.16(a)............................  Modified.                                     
[[Page 15711]]
                                                                                                                
        (b)...........  Sec. 4.16(b)............................  Modified.                                     
        (c)...........  ........................................  Added (see 5 U.S.C. 552(c)(1)).               
        (d)...........  Sec. 4.16(c)............................  Modified.                                     
        (e)...........  Sec. 4.16(d)............................  Modified.                                     
    Sec. 4.13.........  Sec. 4.14(a)............................  Significantly modified.                       
    Sec. 4.14(a)(1)-(4  Sec. 4.15(a)(1)-(4).....................  Modified.                                     
     ).                                                                                                         
    (a)(5)............  Sec. 4.15(b)............................  Modified.                                     
        (a)(6)........  Sec. 4.14(b)............................  Modified.                                     
        (a)(7)........  Sec. 4.13...............................  Modified.                                     
        (b)...........  Sec. 4.15(c)............................  Modified.                                     
        (c)...........  ........................................  Added.                                        
    Sec. 4.15(a)......  Sec. 4.16(a)............................  Modified.                                     
        (b)...........  Sec. 4.17(b), (c), and (d)(1)...........  Significantly modified.                       
        (c)...........  Secs. 4.17(d)(2), (d)(3), and (g), and    Significantly modified.                       
                         4.17a(b).                                                                              
        (d)...........  Secs. 4.17(e) and 4.17a(c)..............  Modified.                                     
        (e)(1)........  ........................................  Added (see 5 U.S.C. 552(a)(4)(B)).            
        (e)(2)........  Sec. 4.17(f)............................  Modified.                                     
        (f)...........  Sec. 4.17a(d)...........................  Modified.                                     
        (g)...........  Sec. 4.17a(a)...........................  Modified.                                     
    Sec. 4.16.........  Sec. 4.18(d)............................  Modified.                                     
    Sec. 4.17.........  Sec. 4.17(h)............................  Modified.                                     
Subpart C:                                                                                                      
    Sec. 4.31.........  ........................................  Added.                                        
    Sec. 4.32.........  ........................................  Added.                                        
    Sec. 4.33.........  Sec. 4.19...............................  Significantly modified.                       
    Sec. 4.34.........  ........................................  Added.                                        
    Sec. 4.35.........  Sec. 4.19...............................  Significantly modified.                       
    Sec. 4.36(a)......  Secs. 4.18(a) and 4.19..................  Significantly modified.                       
        (b)...........  Secs. 4.18(c) and 7.6025(c).............  Significantly modified.                       
        (c)...........  Sec. 4.18(b)............................  Modified.                                     
        (d)...........  ........................................  Added.                                        
    Sec. 4.37.........  ........................................  Added.                                        
    Sec. 4.38.........  ........................................  Added.                                        
    Sec. 4.39.........  ........................................  Added.                                        
Subpart D:                                                                                                      
    Secs. 4.61-4.66...  Secs. 4.61-4.74.........................  Renumbered.                                   
----------------------------------------------------------------------------------------------------------------

Regulatory Flexibility Act

    It is hereby certified that this regulation will not have a 
significant economic impact on a substantial number of small entities. 
Accordingly, a regulatory flexibility analysis is not required. This 
regulation is primarily clarifying in nature and has no material impact 
on national banks, regardless of size.

Executive Order 12866

    The OCC has determined that this proposal is not a significant 
regulatory action under Executive Order 12866.

Paperwork Reduction Act

    The collections of information contained in this proposed rule have 
been submitted to the Office of Management and Budget for review in 
accordance with the Paperwork Reduction Act of 1980 (44 U.S.C. 
3504(h)). Comments on the collections of information should be sent to 
the Office of Management and Budget, Paperwork Reduction Project (1557-
AA67), Washington, DC 20503, with copies to the Legislative and 
Regulatory Activities Division (1557-AA67), Office of the Comptroller 
of the Currency, 250 E Street, SW, Washington, DC 20219.
    The collections of information in this proposed rule are found in 
12 CFR 4.33 and 4.35 through 4.38. The OCC needs this information to 
provide a more efficient mechanism for expeditiously processing 
requests for non-public information and for testimony. The likely 
respondents are businesses and individuals. The estimated annual burden 
per respondent varies from two to ten burden hours, depending on 
individual circumstances, with an average of 2.6 hours.

Estimated number of respondents: 110
Estimated annual frequency of responses: 2.3
Estimated total annual reporting burden: 646 hours

List of Subjects

12 CFR Part 4

    Administrative practice and procedure, Confidential business 
information, Freedom of information, National banks, Organization and 
functions (Government agencies), Reporting and recordkeeping 
requirements, Women and minority businesses.

12 CFR Part 10

    National banks, Reporting and recordkeeping requirements, 
Securities.

12 CFR Part 11

    Confidential business information, National banks, Reporting and 
recordkeeping requirements, Securities.

12 CFR Part 18

    National banks, Reporting and recordkeeping requirements.

31 CFR Part 1

    Confidential business information, Courts, Freedom of information, 
Government employees, Privacy.

Authority and Issuance

    For the reasons set out in the preamble, chapter I of title 12, and 
subtitle A of title 31, of the Code of Federal Regulations are proposed 
to be amended as follows:

Comptroller of the Currency

12 CFR Chapter I

    1. Part 4 is revised to read as follows: [[Page 15712]] 

PART 4--DESCRIPTION OF OFFICE, AVAILABILITY AND RELEASE OF 
INFORMATION, CONTRACTING OUTREACH PROGRAM

Subpart A--Description of Office

Sec.
4.1  Purpose.
4.2  Office of the Comptroller of the Currency.
4.3  Comptroller of the Currency.
4.4  Washington office.
4.5  District and field offices.
Subpart B--Availability of Information Under the Freedom of Information 
Act
4.11  Purpose and scope.
4.12  Information available under the FOIA.
4.13  Publication in the Federal Register.
4.14  Public inspection and copying.
4.15  Specific requests for records.
4.16  Predisclosure notice for confidential commercial information.
4.17  Fees for services.

Subpart C--Release of Non-Public OCC Information

4.31  Purpose and scope.
4.32  Definitions.
4.33  Requirements for a request of records or testimony.
4.34  Where to submit a request.
4.35  Consideration of requests.
4.36  Persons and entities with access to OCC information; 
restriction on dissemination.
4.37  Limitation on dissemination of released information.
4.38  Procedures for sharing and using OCC records in litigation.
4.39  Fees for services.

Appendix A to Subpart C--Model Stipulation for Protective Order and 
Model Protective Order

Subpart D--Minority-, Women-, and Individuals With Disabilities--Owned 
Business Contracting Outreach Program; Contracting for Goods and 
Services
4.61  Purpose.
4.62  Definitions.
4.63  Policy.
4.64  Promotion.
4.65  Certification.
4.66  Oversight and monitoring.

    Authority: 12 U.S.C. 93a. Subpart A also issued under 5 U.S.C. 
552; Subpart B also issued under 5 U.S.C. 552; E.O. 12600. Subpart C 
also issued under 5 U.S.C. 301, 552; 12 U.S.C. 481, 482, 1821(o), 
1821(t); 18 U.S.C. 641, 1905, 1906; 31 U.S.C. 9701. Subpart D also 
issued under 12 U.S.C. 1833e.
Subpart A--Description of Office


Sec. 4.1  Purpose.

    This subpart describes the general purpose and structure of the 
Office of the Comptroller of the Currency (OCC), and provides the OCC's 
principal addresses.


Sec. 4.2  Office of the Comptroller of the Currency.

    The OCC regulates national banks and Federal branches and agencies 
of foreign banks generally through its power to examine banks, to 
approve or deny applications for new charters or for changes in 
corporate or banking structure, to approve or deny activities, to take 
supervisory actions against banks, and to issue rules and regulations.


Sec. 4.3  Comptroller of the Currency.

    The Comptroller of the Currency (Comptroller), as head of the OCC, 
is responsible for all OCC programs and functions. The Comptroller is 
appointed by the President, by and with the advice and consent of the 
Senate, for a term of five years. The Comptroller serves as a member of 
the board of the Federal Deposit Insurance Corporation, a member of the 
Federal Financial Institutions Examination Council, and a member of the 
board of the Neighborhood Reinvestment Corporation. The Comptroller is 
advised and assisted by a policy group and by other OCC employees, who 
perform the duties and functions that the Comptroller directs.


Sec. 4.4  Washington office.

    The Washington office of the OCC is the main office and 
headquarters of the OCC. The Washington office directs OCC policy, 
oversees OCC operations, and is responsible for the direct supervision 
of certain national banks, including the largest national banks and 
other national banks requiring special supervision. The Washington 
office is located at 250 E Street, SW, Washington, DC 20219.


Sec. 4.5  District and field offices.

    (a) District offices. Each district office of the OCC is 
responsible for the direct supervision of the national banks and 
Federal branches and agencies of foreign banks in its district, with 
the exception of the national banks supervised by the Washington 
office. The six district offices cover the United States, Puerto Rico, 
the Virgin Islands, Guam, and the Northern Mariana Islands. The office 
address and the geographical composition of each district follows:

----------------------------------------------------------------------------------------------------------------
        District                        Office address                         Geographical composition         
----------------------------------------------------------------------------------------------------------------
Northeastern............  Office of the Comptroller of the Currency,  Connecticut, Delaware, District of        
                           1114 Avenue of the Americas, Suite 3900,    Columbia, Maine, Maryland, Massachusetts,
                           New York, NY 10036.                         New Hampshire, New Jersey, New York,     
                                                                       Pennsylvania, Puerto Rico, Rhode Island, 
                                                                       Vermont, Virgin Islands.                 
Southeastern............  Office of the Comptroller of the Currency,  Alabama, Florida, Georgia, Mississippi,   
                           Marquis One Tower, Suite 600, 245           North Carolina, South Carolina,          
                           Peachtree Center Ave., NE, Atlanta, GA      Tennessee, Virginia, West Virginia.      
                           30303.                                                                               
Central.................  Office of the Comptroller of the Currency,  Illinois, Indiana, Kentucky, Michigan,    
                           One Financial Place, Suite 2700, 440        Ohio, Wisconsin.                         
                           South LaSalle Street, Chicago, IL 60605.                                             
Midwestern..............  Office of the Comptroller of the Currency,  Iowa, Kansas, Minnesota, Missouri,        
                           2345 Grand Ave., Suite 700, Kansas City,    Nebraska, North Dakota, South Dakota.    
                           MO 64108.                                                                            
Southwestern............  Office of the Comptroller of the Currency,  Arkansas, Louisiana, New Mexico, Oklahoma,
                           1600 Lincoln Plaza, 500 N. Akard Street,    Texas.                                   
                           Dallas, TX 75201.                                                                    
Western.................  Office of the Comptroller of the Currency,  Alaska, Arizona, California, Colorado,    
                           50 Fremont Street, Suite 3900, San          Guam, Hawaii, Idaho, Montana, Nevada,    
                           Francisco, CA 94105.                        Northern Mariana Islands, Oregon,        
                                                                       Washington, Wyoming, Utah.               
----------------------------------------------------------------------------------------------------------------

     [[Page 15713]] (b) Field offices and duty stations. Field offices 
and duty stations support bank supervisory responsibilities of the 
district offices.
Subpart B--Availability of Information Under the Freedom of 
Information Act


Sec. 4.11  Purpose and scope.

    (a) Purpose. This subpart sets forth the standards, policies, and 
procedures that the OCC applies in administering the Freedom of 
Information Act (FOIA) (5 U.S.C. 552).
    (b) Scope. (1) This subpart delineates the range of information 
that the FOIA requires the OCC to disclose to the public (Sec. 4.12). 
This subpart also describes the three methods by which the OCC 
discloses information under the FOIA and, where applicable, sets forth 
the procedures that a person must follow to obtain that information. 
The three methods are:
    (i) Publication in the Federal Register (Sec. 4.13);
    (ii) Public inspection and copying (Sec. 4.14); and
    (iii) Specific requests for records (Sec. 4.15).
    (2) This subpart also sets forth predisclosure notice procedures 
that the OCC follows, in accordance with Executive Order 12600 (3 CFR, 
1987 Comp., p.235), when the OCC receives a request under Sec. 4.15 for 
disclosure of records that arguably are exempt from disclosure as 
confidential commercial information (Sec. 4.16). Finally, this subpart 
describes the fees that the OCC assesses for the services it renders in 
providing information under the FOIA (Sec. 4.17).
    (3) This subpart does not apply to a request for records pursuant 
to the Privacy Act (5 U.S.C. 552a). A person requesting records from 
the OCC pursuant to the Privacy Act should refer to 31 CFR part 1, 
subpart C and appendix J of subpart C.


Sec. 4.12  Information available under the FOIA.

    (a) General. In accordance with the FOIA, OCC records are available 
to the public, except the exempt records described in paragraph (b) of 
this section.
    (b) Exemptions from availability. The following records, or 
portions thereof, are exempt from disclosure under the FOIA:
    (1) A record that is specifically authorized, under criteria 
established by an Executive order, to be kept secret in the interest of 
national defense or foreign policy, and that is properly classified 
pursuant to that Executive order;
    (2) A record relating solely to the internal personnel rules and 
practices of an agency;
    (3) A record specifically exempted from disclosure by statute 
(other than 5 U.S.C. 552b), provided that the statute requires that the 
matters be withheld from the public in such a manner as to leave no 
discretion on the issue, establishes particular criteria for 
withholding, or refers to particular types of matters to be withheld;
    (4) A record that is privileged or contains trade secrets and 
commercial or financial information, furnished in confidence, that 
relates to the business, personal, or financial affairs of any person 
(see Sec. 4.16 for notice requirements regarding disclosure of 
confidential commercial information);
    (5) An intra-agency or interagency memorandum or letter not 
routinely available by law to a private party in litigation, including, 
but not limited to, memoranda, reports, and other documents prepared by 
OCC employees, and records of deliberations and discussions at meetings 
of OCC employees;
    (6) A personnel, medical, or similar record, including a financial 
record, or any portion thereof, where disclosure would constitute a 
clearly unwarranted invasion of personal privacy;
    (7) A record or information compiled for law enforcement purposes, 
but only to the extent that the OCC reasonably believes that producing 
the record or information may:
    (i) Interfere with enforcement proceedings;
    (ii) Deprive a person of the right to a fair trial or an impartial 
adjudication;
    (iii) Constitute an unwarranted invasion of personal privacy;
    (iv) Disclose the identity of a confidential source, including a 
State, local, or foreign agency or authority, or any private 
institution that furnished information on a confidential basis;
    (v) Disclose information furnished by a confidential source, in the 
case of a record or information compiled by a criminal law enforcement 
authority in the course of a criminal investigation, or by an agency 
conducting a lawful national security intelligence investigation;
    (vi) Disclose techniques and procedures for law enforcement 
investigations or prosecutions, or disclose guidelines for law 
enforcement investigations or prosecutions if such disclosure 
reasonably could be expected to risk circumvention of the law; or
    (vii) Endanger the life or physical safety of any individual;
    (8) A record contained in or related to an examination, operating, 
or condition report prepared by, on behalf of, or for the use of the 
OCC or any other agency responsible for regulating or supervising 
financial institutions; and
    (9) A record containing or relating to geological and geophysical 
information and data, including maps, concerning wells.
    (c) Special exclusion. Whenever a request pursuant to Sec. 4.15 
involves records described in paragraph (b)(7)(i) of this section, the 
OCC may treat the records as not subject to the requirements of this 
subpart if, but only for as long as, the following conditions exist:
    (1) The investigation or proceeding involves a possible violation 
of criminal law; and
    (2) The OCC has reason to believe that:
    (i) The subject of the investigation or proceeding is not aware of 
its pendency; and
    (ii) Disclosure of the existence of the records may interfere with 
enforcement proceedings.
    (d) Discretionary disclosure of exempt records. Even if a record is 
exempt under paragraph (b) of this section, the OCC may elect, on a 
case-by-case basis, not to apply the exemption to the requested record. 
The OCC's election not to apply an exemption to a requested record 
under this paragraph (d) has no precedential significance as to the 
application or nonapplication of the exemption to any other requested 
record, regardless of who requests the record or when the OCC receives 
the request.
    (e) Segregability. The OCC provides copies of reasonably segregable 
portions of a record to any person properly requesting the record 
pursuant to Sec. 4.15, after redacting any portion that is exempt under 
paragraph (b) of this section.


Sec. 4.13  Publication in the Federal Register.

    The OCC generally publishes in the Federal Register certain 
documents for the guidance of the public, including the following:
    (a) Proposed and final rules; and
    (b) Certain notices and policy statements of concern to the general 
public.


Sec. 4.14  Public inspection and copying.

    (a) Available information. Subject to the exemptions listed in 
Sec. 4.12(b), the OCC makes the following information readily available 
for public inspection and copying:
    (1) Any final order, agreement, or other enforceable document made 
in the adjudication of a case, including a final order published 
pursuant to 12 U.S.C. 1818(u); [[Page 15714]] 
    (2) Any final opinion made in the adjudication of a case;
    (3) Any statement of general policy or interpretation of general 
applicability not published in the Federal Register;
    (4) Any administrative staff manual or instruction to staff that 
may affect a member of the public;
    (5) A current index identifying the information referred to in 
paragraphs (a)(1) through (a)(4) of this section issued, adopted, or 
promulgated after July 4, 1967;
    (6) A list of available OCC publications; and
    (7) A list of available OCC forms, and specific forms and 
instructions.
    (b) Redaction of identifying details. To the extent necessary to 
prevent an invasion of personal privacy, the OCC may redact identifying 
details from any information described in paragraph (a) of this section 
before making the information available for public inspection and 
copying.
    (c) Address. The information described in paragraph (a) of this 
section is available from the Disclosure Officer, Communications 
Division, Office of the Comptroller of the Currency, 250 E Street, SW, 
Washington, DC 20219.


Sec. 4.15  Specific requests for records.

    (a) Available information. Subject to the exemptions described in 
Sec. 4.12(b), any OCC record is available to any person upon specific 
request in accordance with this section.
    (b) Where to submit request or appeal--(1) General. Except as 
provided in paragraph (b)(2) of this section, a person requesting a 
record or filing an administrative appeal under this section must 
submit the request or appeal to the Disclosure Officer, Communications 
Division, Office of the Comptroller of the Currency, 250 E Street, SW, 
Washington, DC 20219.
    (2) Exceptions--(i) District office records. A person requesting 
the public portion of any filing or application described in part 5 of 
this chapter must submit the request to the OCC's Deputy Comptroller of 
the appropriate district office at the address listed in Sec. 4.5(a).
    (ii) Records at the Federal Deposit Insurance Corporation. A person 
requesting any of the following records, other than blank forms, must 
submit the request to the Federal Deposit Insurance Corporation, 550-
17th Street, N.W., Washington, DC 20429:
    (A) Consolidated Report of Condition and Income;
    (B) Annual Report of Trust Assets;
    (C) Uniform Bank Performance Report; and
    (D) Special Report.
    (iii) Records of another agency. When the OCC receives a request 
for records in its possession that another Federal agency either 
generated or provided to the OCC, the OCC promptly informs the 
requester and immediately forwards the request to that agency for 
processing in accordance with that agency's regulations.
    (c) Request for records--(1) Content of request for records. A 
person requesting records under this section must state, in writing:
    (i) The requester's full name, address, and telephone number;
    (ii) A reasonable description of the records sought (including 
sufficient detail to enable OCC employees who are familiar with the 
subject matter of the request to locate the records with a reasonable 
amount of effort);
    (iii) A statement agreeing to pay all fees that the OCC assesses 
under Sec. 4.17;
    (iv) A description of how the requester intends to use the records, 
if a requester seeks placement in a lower fee category (i.e., a fee 
category other than ``commercial use requester'') under Sec. 4.17; and
    (v) Whether the requester prefers the OCC to deliver a copy of the 
records or to allow the requester to inspect the records at the 
appropriate OCC office.
    (2) Initial determination. (i) The OCC's Director of Communications 
or that person's designee initially determines whether to grant a 
request for records that are covered under paragraph (b)(1) of this 
section.
    (ii) The Deputy Comptroller for the appropriate district office or 
that person's designee initially determines whether to grant a request 
for records that are covered under paragraph (b)(2)(i) of this section.
    (3) If request is granted. If the OCC grants a request for records, 
in whole or in part, the OCC promptly discloses the records in one of 
two ways, depending on the requester's stated preference:
    (i) The OCC may deliver a copy of the records to the requester. If 
the OCC delivers a copy of the records to the requester, the OCC 
duplicates the records at reasonable and proper times that do not 
interfere with their use by the OCC or preclude other persons from 
making inspections; or
    (ii) The OCC may allow the requester to inspect the records at 
reasonable and proper times that do not interfere with their use by the 
OCC or preclude other persons from making inspections. If the OCC 
allows the requester to inspect the records, the OCC may place a 
reasonable limit on the number of records that a person may inspect 
during a day.
    (4) If request is denied. If the OCC denies a request for records, 
in whole or in part, the OCC notifies the requester by mail. The 
notification is dated and contains a brief statement of the reasons for 
the denial, sets forth the name and title or position of the official 
making the decision, and advises the requester of the right to an 
administrative appeal in accordance with paragraph (d) of this section.
    (d) Administrative appeal of a denial--(1) Procedure. A requester 
must submit an administrative appeal of denial of a request for records 
in writing within 35 days of the date of the initial determination. The 
appeal must include the circumstances and arguments supporting 
disclosure of the requested records.
    (2) Appellate determination. The Comptroller or the Comptroller's 
designee determines whether to grant an appeal of a denial of a request 
for OCC records.
    (3) If appeal is granted. If the OCC grants an appeal, in whole or 
in part, the OCC treats the request as if it were originally granted, 
in whole or in part, by the OCC in accordance with paragraph (c)(3) of 
this section.
    (4) If appeal is denied. If the OCC denies an appeal, in whole or 
in part, the OCC notifies the requester by mail. The notification 
contains a brief statement of the reasons for the denial, sets forth 
the name and title or position of the official making the decision, and 
advises the requester of the right to judicial review of the denial 
under 5 U.S.C. 552(a)(4)(B).
    (e) Judicial review--(1) General. If the OCC denies an appeal 
pursuant to paragraph (d) of this section, or if the OCC fails to make 
a determination within the time limits specified in paragraph (f) of 
this section, the requester may commence an action to compel disclosure 
of records, pursuant to 5 U.S.C. 552(a)(4)(B), in the United States 
district court in:
    (i) The district where the requester resides;
    (ii) The district where the requester's principal place of business 
is located;
    (iii) The district where the records are located; or
    (iv) The District of Columbia.
    (2) Service of process. In commencing an action described in 
paragraph (e)(1) of this section, the requester, in addition to 
complying with the Federal Rules of Civil Procedure for service upon 
the United States or agencies thereof, must serve process on the Chief 
Counsel, Office of the Comptroller of the Currency, 250 E Street, SW, 
Washington, DC 20219.
    (f) Time limits--(1) Request. The OCC makes an initial 
determination to grant or deny a request for records within ten 
[[Page 15715]] business days after the date of receipt of the request, 
as described in paragraph (g) of this section, except as stated in 
paragraph (f)(3) of this section.
    (2) Appeal. The OCC makes a determination to grant or deny an 
administrative appeal within 20 business days after the date of receipt 
of the appeal, as described in paragraph (g) of this section, except as 
stated in paragraph (f)(3) of this section.
    (3) Extension of time. The time limits set forth in paragraphs 
(f)(1) and (2) of this section may be extended as follows:
    (i) In unusual circumstances. The OCC may extend the time limits in 
unusual circumstances for a maximum of ten business days. If the OCC 
extends the time limits, the OCC provides written notice to the person 
making the request or appeal, containing the reason for the extension 
and the date on which the OCC expects to make a determination. Unusual 
circumstances exist when the OCC requires additional time to:
    (A) Search for and collect the requested records from field 
facilities or other buildings that are separate from the office 
processing the request or appeal;
    (B) Search for, collect, and appropriately examine a voluminous 
amount of requested records;
    (C) Consult with another agency that has a substantial interest in 
the determination of the request; or
    (D) Allow two or more components of the OCC that have substantial 
interest in the determination of the request to consult with each 
other;
    (ii) By agreement. A requester may agree to extend the time limits 
for any amount of time; or
    (iii) By judicial action. If a requester commences an action 
pursuant to paragraph (e) of this section for failure to comply with 
the time limits set forth in this paragraph (f), the court with 
jurisdiction may, pursuant to 5 U.S.C. 552(a)(6)(C), allow the OCC 
additional time to complete the review of the records requested.
    (g) Date of receipt of request or appeal--(1) Request. The date of 
receipt of a request for records is the date that the appropriate OCC 
office, as indicated in paragraphs (b)(1) and (b)(2)(i) of this 
section, receives a request that satisfies the requirements of 
paragraph (c)(1) of this section, except as provided in Sec. 4.17(d).
    (2) Appeal. The date of receipt of an appeal is the date that the 
OCC office identified in paragraph (b)(1) of this section receives a 
request that satisfies the requirements of paragraph (d)(1) of this 
section, except as provided in Sec. 4.17(d).


Sec. 4.16  Predisclosure notice for confidential commercial 
information.

    (a) Definitions. For purposes of this section, the following 
definitions apply:
    (1) Confidential commercial information means records that arguably 
contain material exempt from release under Exemption 4 of the FOIA (5 
U.S.C. 552(b)(4); Sec. 4.12(b)(4)), because disclosure reasonably could 
cause substantial competitive harm to the submitter.
    (2) Submitter means any person or entity that provides confidential 
commercial information to the OCC. This term includes, but is not 
limited to, corporations, State governments, foreign governments, and 
banks and their employees, officers, directors, and principal 
shareholders.
    (b) Notice to submitter--(1) When provided. In accordance with 
Executive Order 12600 (3 CFR, 1987 Comp., p.235), when the OCC receives 
a request under Sec. 4.15 for disclosure of confidential commercial 
information, the OCC provides a submitter with prompt written notice of 
the receipt of that request, except as provided in paragraph (b)(2) of 
this section, in the following circumstances:
    (i) With respect to confidential commercial information submitted 
to the OCC prior to January 1, 1988, where:
    (A) The records are less than ten years old and the submitter 
designated the information as confidential commercial information;
    (B) The OCC reasonably believes that disclosure of the information 
may cause substantial competitive harm to the submitter; or
    (C) The information is subject to a prior express OCC commitment of 
confidentiality; or
    (ii) With respect to confidential commercial information submitted 
to the OCC on or after January 1, 1988, where:
    (A) The submitter in good faith designated the information as 
confidential commercial information;
    (B) The OCC designated the class of information to which the 
requested information belongs as confidential commercial information; 
or
    (C) The OCC reasonably believes that disclosure of the information 
may cause substantial competitive harm to the submitter.
    (2) Exceptions. The OCC does not provide notice under paragraph 
(b)(1) of this section if the OCC determines that:
    (i) It will not disclose the information;
    (ii) The information already has been disclosed officially to the 
public;
    (iii) The OCC is required by law (other than 5 U.S.C. 552) to 
disclose the information;
    (iv) The OCC acquired the information in the course of a lawful 
investigation of a possible violation of criminal law;
    (v) The submitter did not designate the requested information as 
confidential commercial information under paragraph (b)(1)(ii)(A) of 
this section, if the submitter had an opportunity to do so at the time 
of submission of the information or a reasonable time thereafter, 
unless the OCC has substantial reason to believe that disclosure of the 
information would result in competitive harm; or
    (vi) The OCC determines that the submitter's designation under 
paragraph (b)(1)(ii)(A) of this section appears obviously frivolous; 
however, the OCC provides the submitter with written notice of any 
final administrative determination to disclose the information, at 
least ten business days prior to the date that the OCC intends to 
disclose the information.
    (3) Content of notice. The OCC either describes in the notice the 
exact nature of the confidential commercial information requested or 
includes with the notice copies of the records or portions of records 
containing that information.
    (4) Expiration of notice period. The OCC provides notice under this 
paragraph (b) with respect to information that the submitter designated 
under paragraph (b)(1)(ii)(A) of this section only for a period of ten 
years after the date of the submitter's designation, unless the 
submitter requests and justifies to the OCC's satisfaction a specific 
notice period of greater duration.
    (5) Certification of confidentiality. If possible, the submitter 
should support the claim of confidentiality with a statement or 
certification (by an officer or authorized representative, for an 
entity), that the requested information is confidential commercial 
information that the submitter has not disclosed to the public.
    (c) Notice to requester. If the OCC provides notice to a submitter 
under paragraph (b) of this section, the OCC notifies the person 
requesting confidential commercial information (requester) that it has 
provided notice to the submitter. The OCC also advises the requester 
that there is a delay in its decision of whether to grant or deny 
access to the information sought, that this delay may be considered a 
denial of access to the information, and that the requester may proceed 
with an administrative appeal or seek judicial review. However, the 
requester may agree to a voluntary extension of time to allow the OCC 
to review the submitter's [[Page 15716]] objection to disclosure (see 
Sec. 4.15(f)(3)(ii)).
    (d) Opportunity to object to disclosure. Within ten days after 
receiving notice under paragraph (b) of this section, the submitter may 
provide the OCC with a detailed statement of objection to disclosure of 
the information. That statement must specify the grounds for 
withholding any of the information under any exemption of the FOIA. Any 
statement that the submitter provides under this paragraph (d) may be 
subject to disclosure under the FOIA.
    (e) Notice of intent to disclose. The OCC considers carefully a 
submitter's objection and specific grounds for nondisclosure prior to 
determining whether to disclose the requested information. If the OCC 
decides to disclose information over the objection of the submitter, 
the OCC provides to the submitter, with a copy to the requester, a 
written notice that includes:
    (1) A statement of the OCC's reasons for not sustaining the 
submitter's objections to disclosure;
    (2) A description of the information to be disclosed;
    (3) The anticipated disclosure date (specifically, ten business 
days after the OCC mails the written notice required under this 
paragraph (e)); and
    (4) A statement that the submitter must notify the OCC immediately 
if the submitter intends to seek injunctive relief.
    (f) Notice of requester's lawsuit. Whenever the OCC receives 
service of process indicating that a requester has brought suit seeking 
to compel the OCC to disclose information covered by paragraph (b)(1) 
of this section, the OCC promptly notifies the submitter.


Sec. 4.17  Fees for services.

    (a) Definitions. For purposes of this section, the following 
definitions apply:
    (1) Actual costs means those expenditures that the OCC incurs in 
providing services (including searching for, reviewing, and duplicating 
records) in response to a request for records under Sec. 4.15.
    (2) Search means the process of locating a record in response to a 
request, including page-by-page or line-by-line identification of 
material within a record. The OCC may perform a search manually or by 
electronic means.
    (3) Review means the process of examining a record located in 
response to a request to determine which portions of that record should 
be released. It also includes processing a record for disclosure.
    (4) Duplication means the process of copying a record in response 
to a request. A copy may take the form of a paper copy, microform, 
audiovisual materials, or machine readable material (e.g., magnetic 
tape or disk), among others.
    (5) Commercial use requester means a person who seeks records for a 
use or purpose that furthers the commercial, trade, or profit interests 
of the requester or the person on whose behalf the request is made.
    (6) Educational institution requester means a person who seeks 
records on behalf of a public or private educational institution, 
including a preschool, an elementary or secondary school, an 
institution of undergraduate or graduate higher education, an 
institution of professional education, or an institution of vocational 
education that operates a program of scholarly research.
    (7) Noncommercial scientific institution requester means a person 
who is not a ``commercial use requester,'' as that term is defined in 
paragraph (a)(5) of this section, and who seeks records on behalf of an 
institution operated solely for the purpose of conducting scientific 
research, the results of which are not intended to promote any 
particular product or industry.
    (8) Requester who is a representative of the news media means a 
person who seeks records for the purpose of gathering news (i.e., 
information about current events or of current interest to the public) 
on behalf of, or a free-lance journalist who reasonably expects to have 
his or her work product published or broadcast by, an entity organized 
and operated to publish or broadcast news to the public.
    (b) Fees--(1) General. The hourly and per page rate that the OCC 
generally charges requesters is set forth in the ``Notice of 
Comptroller of the Currency Fees'' (Notice) described in Sec. 8.8 of 
this chapter. Any interested person may request a copy of the Notice 
from the OCC by mail or may obtain a copy at the location described in 
Sec. 4.14(c). The OCC may contract with a commercial service to search 
for, duplicate, or disseminate records, provided that the OCC 
determines that the fee assessed upon a requester is no greater than if 
the OCC performed the tasks itself. In no case may the OCC contract out 
responsibilities that the FOIA provides that the OCC alone may 
discharge, such as determining the applicability of an exemption or 
whether to waive or reduce a fee.
    (2) Fee categories. The OCC assesses a fee based on the fee 
category in which the OCC places the requester. If the request states 
how the requester intends to use the requested records (see 
Sec. 4.15(c)(1)(iv)), the OCC may place the requester in a lower fee 
category; otherwise, the OCC categorizes the requester as a 
``commercial use requester.'' If the OCC reasonably doubts the 
requester's stated intended use, or if that use is not clear from the 
request, the OCC may place the requester in the ``commercial use'' 
category or may seek additional clarification. The fee categories are 
as follows:
    (i) Commercial use requesters. The OCC assesses a fee for a 
requester in this category for the actual cost of search, review, and 
duplication. A requester in this category does not receive any free 
search, review, or duplication services.
    (ii) Educational institution requesters, noncommercial scientific 
institution requesters, and requesters who are representatives of the 
news media. The OCC assesses a fee for a requester in this category for 
the actual cost of duplication. A requester in this category receives 
100 free pages.
    (iii) All other requesters. The OCC assesses a fee for a requester 
who does not fit into either of the above categories for the actual 
cost of search and duplication. A requester in this category receives 
100 free pages and two hours of free search time.
    (3) Special services. The OCC may comply with a request for special 
services. The OCC may recover the actual cost of providing any special 
services.
    (4) Waiving or reducing a fee. The OCC may waive or reduce a fee 
under this section whenever, in its opinion, disclosure of records is 
in the public interest because the disclosure:
    (i) Is likely to contribute significantly to public understanding 
of the operations or activities of the government; and
    (ii) Is not primarily in the commercial interest of the requester.
    (5) Fee for unsuccessful search. The OCC may assess a fee for time 
spent searching for records, even if the OCC does not locate the 
records requested.
    (c) Payment of fees.--(1) General. The OCC generally assesses a fee 
when it delivers the records in response to the request, if any. A 
requesters must send payment within 30 calendar days of the billing 
date to the Communications Division, Office of the Comptroller of the 
Currency, 250 E Street, SW, Washington, DC 20219.
    (2) Fee likely to exceed $25. If the OCC estimates that a fee is 
likely to exceed $25, the OCC notifies the requester of the estimated 
fee, unless the requester has indicated in advance a willingness to pay 
a fee as high as that anticipated. If so notified by the OCC, 
[[Page 15717]] the requester may confer with OCC employees to revise 
the request to reflect a lower fee.
    (3) Fee likely to exceed $250. If the OCC estimates that a fee is 
likely to exceed $250, the OCC notifies the requester of the estimated 
fee. In this circumstance, the OCC may require, as a condition to 
processing the request, that the requester:
    (i) Provide satisfactory assurance of full payment, if the 
requester has a history of prompt payment; or
    (ii) Pay the estimated fee in full, if the requester does not have 
a history of prompt payment.
    (4) Failure to pay a fee. If the requester fails to pay a fee 
within 30 days of the date of the billing, the OCC may require, as a 
condition to processing any further request, that the requester pay any 
unpaid fee, plus interest (as provided in paragraph (c)(5) of this 
section), and any estimated fee in full for that further request.
    (5) Interest on unpaid fee. The OCC may assess interest charges on 
an unpaid fee beginning on the 31st day following the billing date. The 
OCC charges interest at the rate prescribed in 31 U.S.C. 3717.
    (d) Tolling of time limits. Under the circumstances described in 
paragraphs (c)(2), (3), and (4) of this section, the time limits set 
forth in Sec. 4.15(f) (i.e., ten business days from the receipt of a 
request for records and 20 business days from the receipt of an 
administrative appeal, plus any permissible extension) begin only after 
the OCC receives a revised request (if any), under paragraph (c)(2) of 
this section, an assurance of payment under paragraph (c)(3)(i) of this 
section, or the required payments under paragraph (c)(3)(i) or (c)(4) 
of this section.
    (e) Aggregating requests. When the OCC reasonably believes that a 
requester or group of requesters is attempting to break a request into 
a series of requests for the purpose of evading the assessment of a 
fee, the OCC may aggregate the requests and assess a fee accordingly.
Subpart C--Release of Non-Public OCC Information


Sec. 4.31  Purpose and scope.

    (a) Purpose. The purposes of this subpart are to:
    (1) Afford an orderly mechanism for the OCC to process 
expeditiously requests for non-public OCC information, and, when 
appropriate, for the OCC to assert evidentiary privileges in 
litigation;
    (2) Balance the public's interest in obtaining access to relevant 
and necessary information with the countervailing public interest of 
maintaining the effectiveness of the OCC supervisory process and the 
confidentiality of OCC supervisory information;
    (3) Ensure that the OCC's information is used in a manner that 
supports the public interest and the interests of the OCC;
    (4) Ensure that OCC resources are used in the most efficient manner 
consistent with the OCC's statutory mission;
    (5) Prevent undue burden on the OCC;
    (6) Limit the expenditure of government resources for private 
purposes; and
    (7) Maintain the OCC's impartiality among private litigants.
    (b) Scope. (1) This subpart applies to requests for, and 
dissemination of, non-public OCC information, including requests for 
records or testimony arising out of civil lawsuits and administrative 
proceedings to which the OCC is not a party. Lawsuits and 
administrative proceedings to which the OCC is not a party include 
proceedings in which a Federal agency is a party in opposition to the 
private requester.
    (2) This subpart does not apply to:
    (i) A request for a record or testimony in a proceeding in which 
the OCC is a party;
    (ii) A request for a record that is required to be disclosed under 
the Freedom of Information Act (FOIA) (5 U.S.C. 552), as described in 
Sec. 4.12; or
    (iii) A request for a record or testimony by:
    (A) An agency with authority to investigate violations of criminal 
law; or
    (B) A Federal agency for use in civil or administrative enforcement 
proceedings.


Sec. 4.32  Definitions.

    (a) Compelling need means that the requester has demonstrated, with 
as much detail as is necessary under the circumstances, that the 
requested information could contribute substantially to the resolution 
of one or more specifically identified issues in the case and that the 
relevant material contained in the testimony is not available from any 
other source. Sources, without limitation, include the books and 
records of other persons or entities and non-public OCC records that 
have been, or might be, released.
    (b) Complete request means a request containing sufficient 
information to allow the OCC to make an informed decision.
    (c) Showing that the information has high relevance means 
demonstrating, with as much detail as is necessary under the 
circumstances, that the requested information could contribute 
substantially to the resolution of one or more specifically identified 
issues in the case.
    (d) Non-public OCC information means information that the OCC is 
not required to release under the FOIA (5 U.S.C. 552) or that the OCC 
has not yet published or made available pursuant to 12 U.S.C. 1818(u) 
and includes:
    (1) A record created or obtained by the OCC in connection with the 
OCC's performance of its responsibilities, such as a record concerning 
supervision, licensing, regulation, and examination of a national bank, 
a bank holding company, or an affiliate;
    (2) A record compiled by the OCC in connection with the OCC's 
enforcement responsibilities;
    (3) A report of examination, supervisory correspondence, an 
investigatory file compiled by the OCC in connection with an 
investigation, and any internal agency memorandum, whether the 
information is in the possession of the OCC or some other individual or 
entity;
    (4) Confidential OCC information obtained by a third party or 
otherwise incorporated in the records of a third party, including 
another government agency;
    (5) Testimony from, or an interview with, a current or former OCC 
employee, officer, or agent concerning information acquired by that 
person in the course of his or her performance of official duties or 
due to that person's official status; and
    (6) Confidential information relating to no longer operating 
national banks, their subsidiaries and affiliates, as well as 
confidential information relating to operating national banks, their 
subsidiaries and affiliates.
    (e) Testimony means an interview or sworn testimony on the record.


Sec. 4.33  Requirements for a request of records or testimony.

    (a) Generally.--(1) Form of request. A person seeking non-public 
OCC information must submit a request in writing to the OCC. The 
requester must explain, in as detailed a description as is necessary 
under the circumstances, the bases for the request and how the 
requested non-public OCC information relates to the issues in the 
lawsuit or matter.
    (2) Expedited requests. A requester seeking a response in less than 
60 days must explain why the request was not submitted earlier and why 
the OCC should expedite the request.
    (3) Requests arising from adversarial matters. Where the requested 
[[Page 15718]] information is to be used in connection with an 
adversarial matter:
    (i) The OCC generally will require that the lawsuit or 
administrative action has been filed before it will consider the 
request;
    (ii) The request must include:
    (A) A copy of the complaint or other pleading setting forth the 
assertions in the case;
    (B) The caption and docket number of the case;
    (C) The name, address, and phone number of counsel to each party in 
the case; and
    (D) A description of any prior judicial decisions or pending 
motions in the case that may bear on the asserted relevance of the 
requested information;
    (iii) The request must address any potential privileges the OCC may 
assert to withhold the information by:
    (A) Showing that the information has high relevance to the purpose 
for which it is sought;
    (B) Showing that other evidence reasonably suited to the 
requester's needs is not available from any other source;
    (C) Showing that the need for the information clearly outweighs any 
public interest considerations in maintaining the confidentiality of 
the OCC information and outweighs the burden on the OCC to produce the 
information;
    (D) Explaining how the issues in the case and the status of the 
case warrant that the OCC waive privilege; and
    (E) Identifying any other issue that may bear on the question of 
waiver of privilege by the OCC.
    (b) Requests for records. If the request is for a record, the 
requester must adequately describe the record or records sought by type 
and date.
    (c) Requests for testimony.--(1) Generally. A requester seeking 
testimony:
    (i) Must show a compelling need for the requested information; and
    (ii) Should request OCC testimony with sufficient time to obtain 
the testimony in deposition form.
    (2) Trial or hearing testimony. A requester seeking testimony at a 
trial or hearing must show that a deposition would not suffice.


Sec. 4.34  Where to submit a request.

    (a) A request for non-public OCC information: A person requesting 
information under this subpart, requesting authentication of a record 
under Sec. 4.38(c), or submitting a notification of the issuance of a 
subpoena or compulsory process under Sec. 4.36, must send the request 
or notification to: Office of the Comptroller of the Currency, 250 E 
Street, SW, Washington, DC 20219, Attention: Director, Litigation 
Division.
    (b) Combined requests for non-public and other OCC information: A 
person requesting public OCC information and non-public OCC information 
under this subpart may submit a combined request for both to the 
address in paragraph (a) of this section. If a requester decides to 
submit a combined request under this section, the OCC will process the 
combined request under this subpart and not under subpart B of this 
part (FOIA).


Sec. 4.35  Consideration of requests.

    (a) In general--(1) OCC discretion. The OCC decides whether to 
release non-public OCC information based on its weighing of all 
appropriate factors including, but not limited to, the requestor's 
fulfilling of the requirements enumerated in Sec. 4.33. Each decision 
is at the sole discretion of the Comptroller or the Comptroller's 
delegate and is a final agency decision.
    (2) Bases for denial. The OCC may deny a request for non-public OCC 
information for reasons that include, but are not limited to, the 
following:
    (i) The requester was unsuccessful in showing that the information 
has high relevance to the purpose for which it is sought;
    (ii) The requester seeks testimony and the requestor did not show a 
compelling need for the information;
    (iii) The request arises from an adversarial matter and other 
evidence reasonably suited to the requester's need is available from 
another source;
    (iv) The request for information should not be granted based on 
reasons stated in the Federal Rules of Civil Procedure, including Rule 
26(b) (28 U.S.C. appendix);
    (v) A lawsuit or administrative action has not yet been filed and 
the request was made in connection with potential litigation; or
    (vi) The production of the information would be contrary to the 
public interest or overly burdensome to the OCC.
    (3) Additional information. A requester must submit a complete 
request. The OCC may require the requester to provide additional 
information to complete a request. Consistent with the purposes stated 
in Sec. 4.31, the OCC may inquire into the circumstances of any case 
underlying the request and rely on sources of information other than 
the requester, including other parties.
    (4) Time required by the OCC to decide. The OCC generally will 
process requests in the order in which they are received. The OCC will 
notify the requester in writing of the final decision. Absent exigent 
or unusual circumstances, the OCC will respond to a request within 60 
days from the date that the OCC receives a request that it deems a 
complete request. Consistent with Sec. 4.33(a)(2), the OCC weighs a 
request to respond to a request for information in less than 60 days 
against the unfairness to other requesters whose pending requests may 
be delayed and the burden imposed on the OCC by the expedited 
processing.
    (b) Testimony. (1) The OCC generally will not authorize a current 
OCC employee to provide expert or opinion evidence for a private party.
    (2) The OCC may restrict the scope of any authorized testimony and 
may act to ensure that the scope of testimony given by the OCC employee 
adheres to the scope authorized by the OCC.
    (3) Once a request for testimony has been submitted, and before the 
requested testimony occurs, a party to the relevant case, who did not 
join in the request and who wishes to question the witness beyond the 
scope of testimony sought by the request, must timely submit the 
party's own request for OCC information pursuant to this subpart.
    (4) The OCC may offer the requester the employee's written 
declaration in lieu of testimony.
    (c) Release of non-public OCC information by others. In appropriate 
cases, the OCC may respond to a request for information by authorizing 
a party to the case who is in possession of non-public OCC information 
to release the information to the requester. An OCC authorization to 
release records does not preclude the party in possession from 
asserting its own privilege, arguing that the records are not relevant, 
or asserting any other argument for which it has standing to protect 
the records from release.


Sec. 4.36  Persons and entities with access to OCC information; 
restriction on dissemination.

    (a) OCC employees or former employees--(1) Generally. Except as 
authorized by this subpart or otherwise by the OCC, no OCC employee or 
former employee may, in any manner, disclose or permit the disclosure 
of any non-public OCC information, whether by giving the information or 
a copy thereof to any person, by allowing any person to inspect, 
examine, or copy the information or copy thereof, or otherwise, to 
anyone other than an employee of the Comptroller who is entitled to the 
information for the performance of OCC duties. [[Page 15719]] 
    (2) Duty of person served. Any OCC employee or former employee 
subpoenaed or otherwise requested to provide information covered by 
this subpart must immediately notify the OCC's Litigation Division. The 
OCC will attempt to have the compulsory process withdrawn and may 
register appropriate objections when an employee or former employee 
receives a subpoena, the subpoena requires the employee or former 
employee to appear or produce OCC information, and no authorization 
pursuant to this subpart has been given by the OCC to appear or provide 
information. If necessary, the employee or former employee shall appear 
as required and respectfully decline to produce the information sought 
citing this subpart C and United States ex rel. Touhy v. Ragen, 340 
U.S. 462 (1951).
    (b) Non-OCC employees or entities. (1) No person or other entity 
may, without OCC approval, in any manner, disclose information covered 
by this subpart, whether by giving the information or a copy thereof to 
any person, by allowing any person to inspect, examine, or copy the 
information or a copy thereof, or otherwise.
    (2) Except pursuant to a final decision rendered in accordance with 
Sec. 4.35(a)(1), a national bank or holding company, or any director, 
officer, or employee thereof, may not, under any circumstances, make 
public or disclose in any manner non-public OCC information, including 
information contained in, or related to, OCC reports of examination, to 
any person or organization not officially connected with the bank as 
officer, director, employee, attorney, auditor, or independent auditor.
    (3) Any person who discloses or uses non-public OCC information 
except as expressly permitted by the Comptroller of the Currency may be 
subject to the penalties provided in 18 U.S.C. 641.
    (4) The OCC may require any person in possession of OCC records to 
return the records to the OCC.
    (c) Disclosure to government agencies. When not prohibited by law, 
the Comptroller may make available to the Board of Governors of the 
Federal Reserve System, to the Federal Deposit Insurance Corporation, 
and, in the Comptroller's sole discretion, to certain other government 
agencies of the United States and foreign governments, a copy of a 
report of examination or other non-public OCC information for their 
use, when necessary, in the performance of their official duties. All 
reports, documents, and papers made available pursuant to this subpart 
are OCC property.
    (d) Intention of OCC not to waive rights. The possession by any of 
the entities or individuals described in paragraphs (a), (b), and (c) 
of this section of non-public OCC information does not constitute a 
waiver by the OCC of its right to control, or impose limitations on, 
the subsequent use and dissemination of the information.


Sec. 4.37  Limitation on dissemination of released information.

    (a) Records. The OCC may condition a decision to release non-public 
OCC information on entry of a protective order by the court or 
administrative tribunal presiding in the particular case or, in non-
adversarial matters, on a written agreement of confidentiality. In a 
case in which a protective order has already been entered, the OCC may 
condition approval for release of non-public OCC information upon the 
inclusion of additional or amended provisions in the protective order. 
The OCC may authorize a party who obtained records for use in one case 
to provide them to another party in another case.
    (b) Testimony. The OCC may condition its authorization of 
deposition testimony on an agreement of the parties to appropriate 
limitations, such as an agreement to keep the transcript of the 
testimony under seal or to make the transcript available only to the 
parties, the court, and the jury. Upon request or on its own 
initiative, the OCC may allow use of a transcript in other litigation. 
The OCC may require the requester, at the requester's expense, to 
furnish the OCC with a copy of the transcript. The OCC employee whose 
deposition was transcribed does not waive his or her right to review 
the transcript and to note errors.


Sec. 4.38  Procedures for sharing and using OCC records in litigation.

    (a) Responsibility of litigants to share released records. The 
requester must promptly notify other parties to a case of the release 
of non-public OCC information obtained pursuant to this subpart, and, 
upon entry of a protective order, must provide copies of OCC 
information, including OCC information obtained pursuant to Sec. 4.15, 
to the other parties.
    (b) Retrieval and destruction of released records. At the 
conclusion of an action:
    (1) The requester must retrieve any non-public OCC information from 
the court's file as soon as the court no longer requires the 
information;
    (2) Each party must destroy the non-public OCC information covered 
by the protective order; and
    (3) Each party must certify to the OCC that the non-public OCC 
information covered by the protective order has been destroyed.
    (c) Authentication for use as evidence. Upon request, the OCC 
authenticates released records to facilitate their use as evidence. 
Requesters who require authenticated records or certificates of 
nonexistence of records should, as early as possible, request 
certificates from the OCC's Litigation Division pursuant to 
Sec. 4.34(a).


Sec. 4.39  Fees for services.

    (a) Fees for records search, copying, and certification. The 
requester must pay a fee to the OCC or to an OCC contracted commercial 
copier for any records search, copying, or certification in accordance 
with the standards specified in Sec. 4.17. The OCC may require a 
requester to remit payment prior to providing the requested 
information.
    (b) Witness fees and mileage. A person whose request for testimony 
of a current OCC employee is approved must, upon completion of the 
testimonial appearance, tender promptly to the OCC payment for the 
witness fees and mileage. The litigant must compute these amounts in 
accordance with 28 U.S.C. 1821. A litigant whose request for testimony 
of a former OCC employee is approved must tender promptly to the 
witness any witness fees or mileage due in accordance with 28 U.S.C. 
1821.

Appendix A to Subpart C--Model Stipulation for Protective Order and 
Model Protective Order

I. Model Stipulation

Case Caption

Model Stipulation for Protective Order

    Whereas, counsel for ____________________ have applied to the 
Comptroller of the Currency (hereinafter ``Comptroller'') pursuant 
to 12 C.F.R. Part 4, Subpart C, for permission to have made 
available, in connection with the captioned action, certain records; 
and
    Whereas, such records are deemed by the Comptroller to be 
confidential and privileged, pursuant to 12 U.S.C. 481; 5 U.S.C. 
552(b)(8); 18 U.S.C. 641, 1906; and 12 C.F.R. 4.12, and Part 4, 
Subpart C; and
    Whereas, following consideration by the Comptroller of the 
application of the above described party, the Comptroller has 
determined that the particular circumstances of the captioned action 
warrant making certain possibly relevant records as denoted in 
Appendix ``A'' to this Stipulation [records to be specified by type 
and date] available to the parties in this action, provided that 
appropriate protection of their confidentiality can be secured;
    Therefore, it is hereby stipulated by and between the parties 
hereto, through their [[Page 15720]] respective attorneys that they 
will be bound by the following protective order which may be entered 
by the Court without further notice.
    Dated this ____________ day of ________________, 19______.
----------------------------------------------------------------------
Attorney for Plaintiff
----------------------------------------------------------------------
Attorney for Defendant

II. Model Protective Order

Case Caption

Model Protective Order

    Whereas, counsel for ____________________ have applied to the 
Comptroller of the Currency (hereinafter Comptroller'') pursuant to 
12 C.F.R. Part 4, Subpart C, for permission to have made available, 
in connection with the captioned action, certain records; and
    Whereas, such records are deemed by the Comptroller to be 
confidential and privileged, pursuant to 12 U.S.C. 481; 5 U.S.C. 
552(b)(8); 18 U.S.C. 641, 1906; and 12 C.F.R. 4.12, and Part 4, 
Subpart C;
    Whereas, following consideration by the Comptroller of the 
application of the above described party, the Comptroller has 
determined that the particular circumstances of the captioned action 
warrant making certain possibly relevant records available to the 
parties in this action, provided that appropriate protection of 
their confidentiality can be secured;
    Now, therefore, it is ordered That:
    1. The records, as denoted in Appendix ``A'' to the Stipulation 
for this Protective Order, upon being furnished [or released for 
use] by the Comptroller, shall be disclosed only to the parties to 
this action, their counsel, and the court [and the jury].
    2. The parties to this action and their counsel shall keep such 
records and any information contained in such records confidential 
and shall in no way divulge the same to any person or entity, save 
and except to such experts, consultants and non-party witnesses to 
whom the records and their contents shall be disclosed, solely for 
the purpose of properly preparing for and trying the action.
    3. No person to whom information and records covered by this 
Order are disclosed shall make any copies or otherwise use such 
information or records or their contents for any purpose whatsoever, 
except in connection with this action.
    4. Any party or other person who wishes to use the records or 
their contents in any other action shall make a separate application 
to the Comptroller pursuant to 12 C.F.R. part 4, subpart C.
    5. Should any records covered by this Order be filed with the 
Court or utilized as exhibits at depositions in the captioned 
action, or should information or records or their contents covered 
by this Order be disclosed in the transcripts of depositions or the 
trial in the captioned action, such records, exhibits and 
transcripts shall be filed in sealed envelopes or other sealed 
containers marked with the title of this action, identifying each 
document and article therein and bearing a statement substantially 
in the following form:

Confidential

    Pursuant to the Order of the Court dated __________________ this 
envelope containing the above-identified papers filed by (the name 
of the party) is not to be opened nor the contents thereof displayed 
or revealed except to the parties to this action or their counsel or 
by further Order of the Court.
    6. For Jury Trial: Any party offering any of the records into 
evidence shall offer only those pages, or portions thereof, that are 
relevant and material to the issues to be decided in the action and 
shall block out any portion of any page that contains information 
not relevant or material. Furthermore, the name of any person or 
entity contained on any page of the records who is not a party to 
this action, or whose name is not otherwise relevant or material to 
the action, shall be blocked out prior to the admission of such page 
into evidence. Any disagreement regarding what portion of any page 
that should be blocked out in this manner shall be resolved by the 
Court in camera, and the Court shall decide its admissibility into 
evidence.
    7. At the conclusion of this action, all parties shall certify 
to the Comptroller that the records covered by this Order have been 
destroyed. Furthermore, counsel for ______________, pursuant to 12 
C.F.R. 4.38(b), shall retrieve any records covered by this Order 
that may have been filed with the Court.

So Ordered

----------------------------------------------------------------------
Judge

Dated:-----------------------------------------------------------------

Subpart D--Minority-, Women-, and Individuals With Disabilities-
Owned Business Contracting Outreach Program; Contracting for Goods 
and Services


Sec. 4.61  Purpose.

    Pursuant to the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989, Sec. 1216(c), Public Law 101-73, 103 Stat. 
183, 529 (12 U.S.C. 1833e(c)) and consistent with the Rehabilitation 
Act of 1973, as amended (29 U.S.C. 701 et seq.), this subpart 
establishes the OCC Minority-,
Women-, and Individuals with Disabilities-Owned Business Contracting 
Outreach Program (Outreach Program). The Outreach Program is intended 
to ensure that firms owned and operated by minorities, women, and 
individuals with disabilities have the opportunity to participate, to 
the maximum extent possible, in all contracting activities of the OCC.


Sec. 4.62  Definitions.

    (a) Minority- and/or women-owned (small and large) businesses and 
entities owned by minorities and women (MWOB) means firms at least 51 
percent unconditionally-owned by one or more members of a minority 
group or by one or more women who are citizens of the United States. In 
the case of publicly-owned companies, at least 51 percent of each class 
of voting stock must be unconditionally-owned by one or more members of 
a minority group or by one or more women who are citizens of the United 
States. In the case of a partnership, at least 51 percent of the 
partnership interest must be unconditionally-owned by one or more 
members of a minority group or by one or more women who are citizens of 
the United States. Additionally, for the foregoing cases, the 
management and daily business operations must be controlled by one or 
more such individuals.
    (b) Minority means any African American, Native American (means 
American Indian, Eskimo, Aleut and Native Hawaiian), Hispanic American, 
Asian-Pacific American, or Subcontinent-Asian American.
    (c) Individual with disabilities-owned (small and large) businesses 
and entities owned by individuals with disabilities (IDOB) means firms 
at least 51 percent unconditionally-owned by one or more members who 
are individuals with disabilities and citizens of the United States. In 
the case of publicly-owned companies, at least 51 percent of each class 
of voting stock must be unconditionally-owned by one or more members 
who are individuals with disabilities and who are citizens of the 
United States. In the case of a partnership, at least 51 percent of the 
partnership interest must be unconditionally-owned by one or more 
members who are individuals with disabilities and citizens of the 
United States. Additionally, for the foregoing cases, the management 
and daily business operations must be controlled by one or more such 
individuals.
    (d) Individual with disabilities means any person who has a 
physical or mental impairment which substantially limits one or more of 
such person's major life activities, has a record of such an 
impairment, or is regarded as having such an impairment. For purposes 
of this part, it does not include an individual who is currently 
engaging in the illegal use of drugs nor an individual who has a 
currently contagious disease or infection and who, by reason of such 
disease or infection, would constitute a direct threat to the health or 
safety of other individuals or who, by reason of the currently 
contagious disease or infection, is unable to perform the duties of the 
job as defined by the IDOB.
    (e) Unconditional ownership means ownership that is not subject to 
conditions or similar arrangements [[Page 15721]] which cause the 
benefits of the Outreach Program to accrue to persons other than the 
participating MWOB or IDOB.


Sec. 4.63  Policy.

    The OCC policy is to ensure that MWOBs and IDOBs have the 
opportunity to participate, to the maximum extent possible, in 
contracts awarded by the OCC. The OCC awards contracts consistent with 
the principles of full and open competition and best value acquisition, 
and with the concept of contracting for agency needs at the lowest 
practicable cost. The OCC ensures that MWOBs and IDOBs have the 
opportunity to participate fully in all contracting activities that the 
OCC enters into for goods and services, whether generated by the 
headquarters office in Washington, DC, or any other office of the OCC. 
Contracting opportunities may include small purchase awards, contracts 
above the small purchase threshold, and delivery orders issued against 
other governmental agency contracts.


Sec. 4.64  Promotion.

    (a) Scope. The OCC, under the direction of the Deputy Comptroller 
for Resource Management, engages in promotion and outreach activities 
designed to identify MWOBs and IDOBs capable of providing goods and 
services needed by the OCC, to facilitate interaction between the OCC 
and the MWOBs and IDOBs community, and to indicate the OCC's commitment 
to doing business with that community. The Outreach Program is designed 
to facilitate OCC's participation in business promotion events 
sponsored by other government agencies and attended by minorities, 
women and individuals with disabilities. Once the OCC has identified a 
prospective participant, it will assist the minority- or women-owned 
business or individual with disabilities-owned business in 
understanding the OCC's needs and contracting process.
    (b) Outreach activities. OCC's Outreach Program includes the 
following:
    (1) Obtaining various lists and directories of MWOBs and IDOBs 
maintained by government agencies;
    (2) Contacting appropriate firms for participation in the OCC's 
Outreach Program;
    (3) Participating in business promotion events comprised of or 
attended by MWOBs and IDOBs to explain OCC contracting opportunities 
and to obtain names of potential MWOBs and IDOBs;
    (4) Ensuring that the OCC contracting staff understands and 
actively promotes this Outreach Program; and
    (5) Registering MWOBs and IDOBs in the Department of the Treasury's 
database to facilitate their participation in the competitive 
procurement process for OCC contracts. This database is used by OCC 
procurement staff to identify firms to be solicited for OCC 
procurements.


Sec. 4.65  Certification.

    (a) Objective. To preserve the integrity and foster the Outreach 
Program's objectives, each prospective MWOB or IDOB must demonstrate 
that it meets the ownership and control requirements for participation 
in the Outreach Program.
    (b) Process-MWOB. A prospective MWOB may demonstrate its 
eligibility for participation in the Outreach Program by:
    (1) Submitting a valid MWOB certification received from another 
government agency whose definition of MWOB is substantially similar to 
that specified in Sec. 4.62(a);
    (2) Self-certifying MWOB ownership status by filing with the OCC a 
completed and signed certification form as prescribed by the Federal 
Acquisition Regulation, 48 CFR 53.301-129; or
    (3) Submitting a valid MWOB certification received from the Small 
Business Administration.
    (c) Process-IDOB. A prospective IDOB may demonstrate its 
eligibility for participation in the Outreach Program by:
    (1) Submitting a valid IDOB certification received from another 
government agency whose definition of IDOB is substantially similar to 
that specified in Sec. 4.62(c); or
    (2) Self-certifying IDOB ownership status by filing with the OCC a 
completed and signed certification as prescribed in the Federal 
Acquisition Regulation, 48 CFR 53.301-129, and adding an additional 
certifying statement to read as follows:

    I certify that I am an individual with disabilities as defined 
in 12 CFR 4.62(d), and that my firm, (Name of Firm) qualifies as an 
individual with disabilities-owned business as defined in 12 CFR 
4.62(c).


Sec. 4.66  Oversight and monitoring.

    The Deputy Comptroller for Resource Management shall appoint an 
Outreach Program Manager, who shall appoint an Outreach Program 
Specialist. The Outreach Program Manager is primarily responsible for 
program advocacy, oversight and monitoring.

PART 10--MUNICIPAL SECURITIES DEALERS

    2. The authority citation for part 10 is revised to read as 
follows:

    Authority: 12 U.S.C. 93a; 15 U.S.C. 78o-4(c)(5), and 78q-78w.
Sec. 10.1  [Amended]

    3. In Sec. 10.1, the introductory text is amended by revising the 
term ``Comptroller of the Currency'' to read ``Office of the 
Comptroller of the Currency (OCC)''.


Sec. 10.2  [Amended]

    4. In Sec. 10.2, paragraph (b) is amended by revising the term 
``Rulemaking board'' to read ``Rulemaking Board''.
    5. In Sec. 10.3, paragraph (a) is revised, paragraphs (b) and (c) 
are amended by revising the term ``Comptroller of the Currency'' to 
read ``OCC'', and a new paragraph (d) is added to read as follows:


Sec. 10.3  Filing of documents.

    (a) All documents required to be filed with the OCC in accordance 
with this part are to be filed at the Chief National Bank Examiner's 
Office, Office of the Comptroller of the Currency, 250 E Street, SW, 
Washington, DC 20219.
* * * * *
    (d) Forms MSD-4 and MSD-5, with instructions, may be obtained from 
the Chief National Bank Examiner's Office at the address listed in 
paragraph (a) of this section.


Sec. 10.4  [Amended]

    6. In Sec. 10.4, paragraphs (a)(1), (a)(2)(ii), (b)(2)(ii), (c)(1), 
and (d)(2) are amended by revising the term ``Comptroller of the 
Currency'' to read ``OCC'', and paragraph (b)(2)(i) is amended by 
revising the term ``board'' to read ``Board''.
    6a. The undesignated centerheading preceding Sec. 10.41 is removed.


Sec. 10.41  [Removed]

    7. Section 10.41 is removed.


Sec. 10.42  [Removed]

    8. Section 10.42 is removed.

PART 11--SECURITIES EXCHANGE ACT DISCLOSURE RULES

    9. The authority citation for part 11 is revised to read as 
follows:

    Authority: 12 U.S.C. 93a; 15 U.S.C. 78l, 78m, 78n, 78p, and 78w.


Sec. 11.1  [Amended]

    10. In Sec. 11.1, paragraph (a) is amended in the first sentence by 
revising the term ``Comptroller'' to read ``Office of the Comptroller 
of the [[Page 15722]] Currency (OCC)'', and in the second sentence by 
revising the term ``Comptroller'' to read ``OCC''.


Sec. 11.2  [Amended]

    11. In Sec. 11.2, paragraph (a) is amended by revising the term 
``Comptroller'' to read ``OCC'', and paragraph (c) is amended by 
revising the term ``Comptroller'' to read ``OCC''.
    12. Section 11.3 is revised to read as follows:


Sec. 11.3  Filing requirements and inspection of documents.

    (a) All papers required to be filed with the OCC pursuant to the 
1934 Act or regulations thereunder shall be submitted in quadruplicate 
to the Securities and Corporate Practices Division, Office of the 
Comptroller of the Currency, 250 E Street, SW, Washington, DC 20219. 
Material may be filed by delivery to the OCC through the mail or 
otherwise. The date on which papers are actually received by the OCC 
shall be the date of filing, if the person or bank filing the papers 
has complied with all applicable requirements.
    (b) Copies of registration statements, definitive proxy 
solicitation materials, reports, and annual reports to shareholders 
required by this part (exclusive of exhibits) are available from the 
Disclosure Officer, Communications Division, Office of the Comptroller 
of the Currency, at the address listed in paragraph (a) of this 
section.
    13. In Sec. 11.4, paragraph (a) is revised to read as follows:


Sec. 11.4  Filing fees.

    (a) The OCC may require filing fees to accompany certain filings 
made under this part before it will accept the filing. The OCC provides 
an applicable fee schedule for such filings in the ``Notice of 
Comptroller of the Currency Fees'' described in Sec. 8.8 of this 
chapter.
* * * * *

PART 18--DISCLOSURE OF FINANCIAL AND OTHER INFORMATION BY NATIONAL 
BANKS

    14. The authority citation for part 18 continues to read as 
follows:

    Authority: 12 U.S.C. 93a, 161, and 1818.


Sec. 18.1  [Amended]

    15. In Sec. 18.1, paragraph (a) is amended by revising the term 
``Office's supervisory efforts'' to read ``supervisory efforts of the 
Office of the Comptroller of the Currency (OCC)''.
    16. In Sec. 18.4, paragraph (a)(1)(ii) is amended by revising the 
term ``Non accrual Loans and Leases'' to read ``Nonaccrual Loans, 
Leases, and Other Assets'', and paragraphs (b) and (d) are amended by 
revising the term ``Office'' to read ``OCC'' each place it appears.
    17. In Sec. 18.5, paragraph (a) is revised to read as follows:


Sec. 18.5  Alternative annual disclosure statements.

* * * * *
    (a) In the case of a national bank having a class of securities 
registered pursuant to section 12 of the Securities Exchange Act of 
1934 (15 U.S.C. 78l), by its annual report to security holders for 
meetings at which directors are to be elected;
* * * * *
    18. Section 18.9 is amended by revising the term ``Office of the 
Comptroller of the Currency'' to read ``OCC''.
    19. Section 18.10 is revised to read as follows:


Sec. 18.10  Prohibited conduct and penalties.

    (a) No national bank or institution-affiliated party shall, 
directly or indirectly:
    (1) Disclose or cause to be disclosed false or misleading 
information in the annual disclosure statement, or omit or cause the 
omission of material or required information in the annual disclosure 
statement; or
    (2) Represent that the OCC, or any employee thereof, has passed 
upon the accuracy or completeness of the annual disclosure statement.
    (b) For purposes of this part, institution-affiliated party means:
    (1) Any director, officer, employee, or controlling stockholder 
(other than a bank holding company) of, or agent for, a national bank;
    (2) Any other person who has filed or is required to file a change-
in-control notice with the OCC under 12 U.S.C. 1817(j);
    (3) Any shareholder (other than a bank holding company), 
consultant, joint venture partner, and any other person as determined 
by the OCC (by regulation or case-by-case) who participates in the 
conduct of the affairs of a national bank; and
    (4) Any independent contractor (including any attorney, appraiser, 
or accountant) who knowingly or recklessly participates in:
    (i) Any violation of any law or regulation;
    (ii) Any breach of fiduciary duty; or
    (iii) Any unsafe or unsound practice, which caused or is likely to 
cause more than a minimal financial loss to, or a significant adverse 
effect on, the national bank.
    (c) Conduct that violates paragraph (a) of this section also may 
constitute an unsafe or unsound banking practice or otherwise serve as 
a basis for enforcement action by the OCC including, but not limited 
to, the assessment of civil money penalties against the bank or any 
institution-affiliated party who violates this part.

Office of the Secretary of the Treasury

31 CFR Subtitle A

PART 1--DISCLOSURE OF RECORDS

    20. The authority citation for part 1 continues to read as follows:

    Authority: 5 U.S.C. 301 and 31 U.S.C. 321. Subpart A also issued 
under 5 U.S.C. 552, as amended. Subpart C also issued under 5 U.S.C. 
552a.

    21. Under the authority of 12 U.S.C. 93a and 31 CFR 1.1(d), 
appendix J of subpart A of 31 CFR part 1 is amended by revising 
paragraphs 2. through 5. to read as follows:

Appendix J--Office of the Comptroller of the Currency

* * * * *
    2. Public reading room. The Office of the Comptroller of the 
Currency will make materials available for review on an ad hoc basis 
when necessary. Contact the Disclosure Officer, Communications 
Division, Office of the Comptroller of the Currency, 250 E Street 
SW., Washington, DC 20219.
    3. Requests for records. Initial determinations under 31 CFR 
1.5(g) as to whether to grant requests for records of the Office of 
the Comptroller of the Currency will be made by the Freedom of 
Information Officer or the official so designated. Requests may be 
mailed or delivered in person to: Disclosure Officer, Communications 
Division, Office of the Comptroller of the Currency, 250 E Street, 
SW., Washington, DC 20219.
    4. Administrative appeal of initial determination to deny 
records. Appellate determinations under 31 CFR 1.5(h) with respect 
to records of the Officer of the Comptroller of the Currency will be 
made by the Comptroller or the Comptroller's designee. Appeals may 
be mailed or delivered in person to: Disclosure Officer, 
Communications Division, Officer of the Comptroller of the Currency, 
250 E Street, SW., Washington, DC 20219.
    5. Delivery of process. Service of process will be received by 
the Chief Counsel and shall be delivered to such officer at the 
following location: Office of the Comptroller of the Currency, 250 E 
Street, SW., Washington, DC 20219.

    22. Under the authority of 12 U.S.C. 93a and 31 CFR 1.20, appendix 
J of subpart C of 31 CFR part 1 is amended by revising paragraphs 2. 
through 6. to read as follows:

Appendix J--Office of the Comptroller of the Currency

* * * * *
    2. Requests for notification and access to records and 
accountings of disclosures. [[Page 15723]] Initial determinations 
under 31 CFR 1.26, whether to grant requests for notification and 
access to records and accountings of disclosures for the Office of 
the Comptroller of the Currency, will be made by the head of the 
organizational unit having immediate custody of the records 
requested or an official designated by this official. This is 
indicated in the appropriate system notice in ``Privacy Act 
Issuances'' published annually by the Office of the Federal 
Register. Requests for information and specific guidance on where to 
send requests for records shall be mailed or delivered personally 
to: Disclosure Officer, Communications Division, Office of the 
Comptroller of the Currency, 250 E Street, SW., Washington, DC 
20219.
    3.  Requests for amendment of records. Initial determination 
under 31 CFR 1.27 (a) through (d), whether to grant requests to 
amend records will be made by the head of the organizational unit 
having immediate custody of the records or the delegate of such 
official. Requests for amendment shall be mailed or delivered 
personally to: Disclosure Officer, Communications Division, Office 
of the Comptroller of the Currency, 250 E Street, SW, Washington, DC 
20219.
    4. Administrative appeal of initial determinations refusing 
amendment of records. Appellate determinations refusing amendment of 
records under 31 CFR 1.27(e) including extensions of time on appeal, 
with respect to records of the Office of the Comptroller of the 
Currency will be made by the Comptroller of the Currency or the 
Comptroller's designee. Appeals shall be mailed or delivered 
personally to: Disclosure Officer, Communications Division, Office 
of the Comptroller of the Currency, 250 E Street, SW, Washington, DC 
20219.
    5.  Statements of disagreement. ``Statements of Disagreement'' 
under 31 CFR 1.27(e)(4)(i) shall be filed with the OCC's Director of 
Communications at the address indicated in the letter of 
notification within 35 days of the date of such notification and 
should be limited to one page.
    6.  Service of process. Service of process will be received by 
the Office of the Chief Counsel of the Comptroller of the Currency 
or the delegate of such official and shall be delivered to the 
following location: Office of the Comptroller of the Currency, 250 E 
Street, SW, Washington, DC 20219.
* * * * *
    Dated: March 9, 1995.
Eugene A. Ludwig,
Comptroller of the Currency.
[FR Doc. 95-7099 Filed 3-24-95; 8:45 am]
BILLING CODE 4810-33-P