[Federal Register Volume 67, Number 32 (Friday, February 15, 2002)]
[Rules and Regulations]
[Pages 7078-7082]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-3737]


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DEPARTMENT OF THE TREASURY

Fiscal Service

31 CFR Part 357

[Department of the Treasury Circular, Public Debt Series, No. 2-86]


Regulations Governing Book-Entry Treasury Bonds, Notes and Bills

AGENCY: Bureau of the Public Debt, Fiscal Service, Treasury.

ACTION: Interim rule with request for comments.

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SUMMARY: The Department of the Treasury is making technical changes to 
the Regulations Governing Book-Entry Treasury Bonds, Notes and Bills 
held in the commercial book-entry system (the ``TRADES regulations''), 
so that they conform to certain provisions in Revised Article 9 of the 
Uniform Commercial Code--Secured Transactions. In addition, Treasury is 
rewriting the TRADES regulations in plain language, without any 
additional substantive changes.

DATES: Effective February 15, 2002. The incorporation by reference of 
certain publications listed in the rule is approved by the Director of 
the Federal Register as of February 15, 2002. To be considered, 
comments must be received no later than April 1, 2002.

ADDRESSES: Submit comments to Walter Eccard, Chief Counsel; or 
Geraldine Porco-Hubenko, Attorney-Adviser; Office of the Chief Counsel, 
Bureau of the Public Debt, Department of the Treasury, 999 E Street, 
Room 501, Washington DC 20239 or by e-mail at: 
[email protected] or [email protected]. See 
Supplementary Information section for electronic access.

FOR FURTHER INFORMATION CONTACT: Walter Eccard, Chief Counsel; 
Geraldine J. Porco-Hubenko, Attorney-Adviser; or Sandy Dyson, Attorney-
Adviser; at (202) 691-3520.

SUPPLEMENTARY INFORMATION:

Electronic Access

    Copies of this notice are available for downloading from the Bureau 
of the Public Debt home page at: http://www.publicdebt.treas.gov.

Background

    The Treasury/Reserve Automated Debt Entry System (TRADES) rules, 61 
FR 43626, were issued on August 23, 1996 by the Department of the 
Treasury. The TRADES rules generally are based on the 1994 Uniform 
Commercial Code Article 8, ``Investment Securities'' (``Revised Article 
8''). The rules specify which jurisdiction's law governs certain 
matters related to Treasury securities in TRADES or the commercial 
book-entry system. As more fully described in Appendix B, Persons 
holding Treasury book-entry securities in TRADES hold their interest in 
such securities in a tiered system of ownership accounts. In addition, 
several Government Sponsored Enterprises (GSEs) have issued rules that 
are modeled on the TRADES regulations.

Revised Article 9

    U.C.C. Revised Article 9 is a substantial revision of the uniform 
law on secured transactions. It has now been adopted by 50 states and 
the District of Columbia. Revised Article 9 (with conforming 
amendments) amends certain provisions of Revised Article 8 (with 
conforming amendments).
    By a separate notice published in the Federal Register (66 FR 
33832, June 26, 2001), we addressed those states whose statutes we had 
previously determined were ``substantially identical'' to the uniform 
version of Revised Article 8 for purposes of interpreting the TRADES 
regulations. We confirmed that the adoption by a state of amendments to 
Revised Article 8 contained in Revised Article 9 does not affect that 
earlier determination. We noted, however, that we had identified 
several provisions in Revised Article 9 that might require technical or 
conforming changes to the TRADES regulations. This rulemaking document 
makes those changes. They are:
     Section 357.11(b). The current TRADES provision is closely 
based on the choice of law rules in U.C.C. 8-110, which has been 
amended by Revised Article 9 (see Sec. 9-305(a)(3) and Sec. 8-
110(e)(1)). These new provisions provide, in effect, that an agreement 
between a securities intermediary and its entitlement holder may 
expressly specify a jurisdiction exclusively for purposes of Revised 
Article 8. New Section 357.11(b)(1) conforms to this provision. This 
change will allow Treasury securities transactions to continue to be 
subject to the same rules that are applicable to other securities. In 
other words, without this change, the TRADES rules, which are Federal 
law and preempt state law, would not provide for the new choice of law 
option available under state law (the U.C.C.) that applies to other 
securities subject to state law.
     Section 357.11(d). The TRADES regulations provide that the 
law of the jurisdiction in which the Person creating a security 
interest (e.g., the debtor) is located, governs whether and how the 
security interest may be perfected, either automatically or by filing a 
financing statement. In the TRADES commentary (Appendix B, Section-by-
Section Analysis, Section 357.11), we stated, ``the language `is 
located' is intended to conform to its meaning under applicable law, as 
it may be amended from time to time. See, e.g., U.C.C. section 9-
103(3)(d).'' Former U.C.C. 9-103(3)(d) provided that a debtor was 
deemed to be located ``at his

[[Page 7079]]

place of business if he has one, at his chief executive office if he 
has more than one place of business, otherwise at his residence.''
    Section 9-307 of Revised Article 9 amends prior law on the location 
of the debtor. New TRADES Section 357.11(d) provides that the location 
of a Person is determined by state law, including Revised Article 9. 
The changes are being made to make clear that the new debtor location 
rule in Revised Article 9 may be applied in TRADES Sec. 357.11(c), and 
to eliminate any possible ambiguity under the former rules or 
commentary.
    It is desirable that these changes, which are minor or technical in 
nature, become effective as soon as possible to maintain consistency in 
treatment of U.S. securities transactions with the commercial law 
applicable to non-U.S. securities. As noted above, all 50 states plus 
the District of Columbia have enacted Revised Article 9, the vast 
majority with an effective date of July 1, 2001. For these reasons, 
this rule is being issued in interim form becoming effective on the 
date of publication, in accordance with the provisions of 5 U.S.C. 553. 
After receiving and considering any comments, we will issue a final 
rule. At that time, we intend to supplement Appendix B with an update 
describing these changes.
    We also intend to continue to coordinate with the GSEs and other 
agencies that have rules modeled on the TRADES rules, in an effort to 
maintain consistency among all these rules. All GSEs, except HUD and 
TVA, reiterate the TRADES provisions, and thus would need to be 
changed. HUD and TVA regulations provide that Secs. 357.2 and 357.11 
apply and should be read as though modified to effectuate their 
application to the GSE securities.

Federal Preemption

     Sections 357.10(c) and 357.11(e). These provisions, along 
with the new definition of ``Revised Article 9'' in Sec. 357.2, merely 
clarify that if a state has enacted either the Uniform Commercial Code, 
Revised Article 8, Investment Securities (with Conforming and 
Miscellaneous Amendments to Articles 1, 3, 4, 5, 9 and 10) 1994 
Official Text, or the most current version of Article 8 (as amended by 
the 1999 Revised Article 9), then Federal law as prescribed by 
Secs. 357.10(c) and 357.11(e) does not apply.
    We noted above that 50 states plus the District of Columbia have 
enacted Revised Article 9. Furthermore, we recently published Federal 
Register notices acknowledging that Rhode Island and South Carolina 
have adopted Revised Article 9. In Appendix B of Sec. 357, we stated 
that current Secs. 357.10(c) and 357.11(d) would be deleted once the 
state adoption process was complete. However, at the present time, the 
Virgin Islands and other territories and possessions have not adopted 
Revised Article 9, and are subject to Article 8 preemption. We invite 
comments as to whether the preemption provisions in Secs. 357.10(c) and 
357.11(d) should nonetheless be removed, and if so, what impact, if 
any, this action might have.

Plain Language

    Executive Order 12866 directs that regulations be written in plain 
language. In this rule, we are rewriting 31 CFR part 357, Subpart B, in 
plain language. This is intended to make the regulations easier to 
comprehend; no substantive changes are intended. In addition, where 
TRADES adopts Revised Article 8, the plain language rewrite in TRADES 
is not intended to substantively change the Revised Article 8 rule. We 
have retained the existing order and numbering scheme for the sections 
in Subpart B, except that we moved Sec. 357.44 from Subpart D to 
Sec. 357.15 in Subpart B, because it relates to TRADES.

Request for Comments

    In addition to comments on substantive changes, we invite comments 
on whether this Interim Rule is clear, and whether the regulations can 
be made easier to understand.

Procedural Requirements

    This interim rule is not a ``significant regulatory action'' as 
defined in Executive Order 12866. Although it is being issued for 
comment in order to secure the benefit of public comment, the notice 
and public comment procedures requirements of the Administrative 
Procedure Act are inapplicable, pursuant to 5 U.S.C. 553(a)(2). As no 
notice of proposed rulemaking is required, the provisions of the 
Regulatory Flexibility Act (5 U.S.C. 601, et seq.) do not apply.
    This regulation does not contain a collection of information, and 
therefore the Paperwork Reduction Act does not apply.

List of Subjects in 31 CFR Part 357

    Bonds, Electronic funds transfer, Federal Reserve System, 
Government securities, Incorporation by reference, Securities.


    For the reasons discussed in the preamble, the Department of the 
Treasury amends 31 CFR part 357, as follows:

PART 357--REGULATIONS GOVERNING BOOK-ENTRY TREASURY BONDS, NOTES 
AND BILLS (DEPARTMENT OF THE TREASURY CIRCULAR, PUBLIC DEBT SERIES 
NO. 2-86)

    1. The authority citations for part 357 continue to read as 
follows:

    Authority: 31 U.S.C. Chapter 31; 5 U.S.C. 301; 12 U.S.C. 391.


    2. Section 357.2 is amended by revising the definition for 
``Revised Article 8'' and adding a definition for ``Revised Article 9'' 
to read as follows:


Sec. 357.2  Definitions.

* * * * *
    Revised Article 8 means Uniform Commercial Code, Revised Article 8, 
Investment Securities (with Conforming and Miscellaneous Amendments to 
Articles 1, 3, 4, 5, 9 and 10) 1994 Official Text. The Director of the 
Federal Register approves the incorporation by reference of Revised 
Article 8 of the Uniform Commercial Code in this part, pursuant to 5 
U.S.C. 552(a) and 1 CFR part 51. Revised Article 8 was adopted by the 
American Law Institute and the National Conference of Commissioners On 
Uniform State Laws and approved by the American Bar Association on 
February 14, 1995. Copies of Revised Article 8 are available from the 
Executive Office of the American Law Institute, 4025 Chestnut Street, 
Philadelphia, PA 19104, and the National Conference of Commissioners on 
Uniform State Laws, 211 East Ontario Street, Suite 1300, Chicago, IL 
60611. Copies are also available for public inspection at the 
Department of the Treasury Library, Room 1428, Main Treasury Building, 
1500 Pennsylvania Avenue, NW, Washington, DC 20220, and at the Office 
of the Federal Register, 800 North Capitol Street, NW, Suite 700, 
Washington, DC.
    Revised Article 9 means Uniform Commercial Code, Revised Article 9, 
Secured Transactions (with conforming amendments to Articles 1, 2, 2A, 
4, 5, 6, 7, and 8), 1999 official text. The Director of the Federal 
Register approves the incorporation by reference of Revised Article 9 
of the Uniform Commercial Code in this part, pursuant to 5 U.S.C. 
552(a) and 1 CFR part 51. Revised Article 9 was approved by the 
American Law Institute and the National Conference of Commissioners On 
Uniform State Laws in 1998. Copies of Revised Article 9 are available 
from the Executive Office of the American Law Institute, 4025 Chestnut 
Street, Philadelphia, PA 19104, and the

[[Page 7080]]

National Conference of Commissioners on Uniform State Laws, 211 East 
Ontario Street, Suite 1300, Chicago, IL 60611. Copies are also 
available for public inspection at the Department of the Treasury 
Library, Room 1428, Main Treasury Building, 1500 Pennsylvania Avenue, 
NW., Washington, DC 20220, and at the Office of the Federal Register, 
800 North Capitol Street, NW., Suite 700, Washington, DC.
* * * * *

    3. Subpart B is revised to read as follows:
Subpart B--Treasury/Reserve Automated Debt Entry System (TRADES)
357.10  Laws governing a Treasury book-entry security, TRADES, and 
security interests or entitlements.
357.11  Laws governing other interests in Treasury securities.
357.12  A Participant's Security Entitlement.
357.13  Obligations of the United States and the Federal Reserve 
Banks with respect to Book-entry Securities and security interests.
357.14  What authority does a Federal Reserve Bank have?
357.15  How can a debtor's interest in a Security Entitlement be 
reached by creditors?


Sec. 357.10  Laws governing a Treasury book-entry security, TRADES, and 
security interests or entitlements.

    (a) What law governs the rights and obligations of the United 
States and the Federal Reserve Banks; and the rights of any Person 
against the United States and the Federal Reserve Banks? Except as we 
provide in paragraph (b) of this section, the following are governed 
solely by Treasury regulations, including the regulations of this part, 
the applicable offering circular (which is 31 CFR part 356, in the case 
of securities issued on and after March 1, 1993), the announcement of 
the offering, and Federal Reserve Bank Operating Circulars:
    (1) The rights and obligations of the United States and the Federal 
Reserve Banks with respect to a Book-entry Security or Security 
Entitlement and the operation of TRADES, and
    (2) The rights of any Person, including a Participant, against the 
United States and the Federal Reserve Banks with respect to a Book-
entry Security or Security Entitlement and the operation of TRADES.
    (b) What law governs security interests in Security Entitlements 
that are not recorded on a Federal Reserve Bank's books? See the 
following table:

------------------------------------------------------------------------
 If a security interest in a                         Then it is governed
  security entitlement is--        And it is--              by--
------------------------------------------------------------------------
(1) in favor of a Federal     not recorded on the   the law (not
 Reserve Bank from a           books of a Federal    including the
 Participant.                  Reserve Bank          conflict-of-law
                               pursuant to Sec.      rules) of the
                               357.12(e)(2).         jurisdiction where
                                                     the head office of
                                                     the Federal Reserve
                                                     Bank maintaining
                                                     the Participant's
                                                     Securities Account
                                                     is located.
(2) in favor of a Federal     not recorded on the   the law determined
 Reserve Bank from a Person    books of a Federal    in the manner
 that is not a Participant.    Reserve Bank          specified in Sec.
                               pursuant to Sec.      357.11.
                               357.12(e)(2).
------------------------------------------------------------------------

    (c) What law governs if the jurisdiction in paragraph (b)(1) of 
this section did not adopt Revised Article 8, or Revised Article 8 as 
amended by Revised Article 9 (both incorporated by reference, see Sec. 
357.2)? The law specified in paragraph (b)(1) of this section shall be 
the law of that State as though that State adopted Revised Article 8.


Sec. 357.11  Laws governing other interests in Treasury securities.

    (a) What does the law (not including the conflict-of-law rules) of 
a Securities Intermediary's jurisdiction govern? To the extent not 
inconsistent with these regulations, the law (not including the 
conflict-of-law rules) of a Security Intermediary's jurisdiction 
governs the following:
    (1) When a Person acquires a Security Entitlement from the 
Securities Intermediary;
    (2) The rights and duties of the Securities Intermediary and 
Entitlement Holder that arise out of a Security Entitlement;
    (3) Whether the Securities Intermediary owes any duties to an 
adverse claimant to a Security Entitlement;
    (4) Whether a Person may assert an Adverse Claim against a Person 
who acquires a Security Entitlement from the Securities Intermediary or 
against a Person who purchases a Security Entitlement or interest 
therein from an Entitlement Holder; and
    (5) The perfection, effect of perfection or non-perfection and 
priority of a security interest in a Security Entitlement (except as 
otherwise provided in paragraph (c) of this section).
    (b) What is the ``Securities Intermediary's jurisdiction'' for 
purposes of this section?  See the following table:

------------------------------------------------------------------------
                                                    Then the securities
                     If . . .                         intermediary's
                                                   jurisdiction is . . .
------------------------------------------------------------------------
(1) An agreement between the Securities           the jurisdiction
 Intermediary and its Entitlement Holder           agreed upon.
 governing the securities account expressly
 provides that a particular jurisdiction is the
 Securities Intermediary's jurisdiction for
 purposes of Part 1 of Article 8 of the Uniform
 Commercial Code, Article 8 of the Uniform
 Commercial Code, or the Uniform Commercial Code.
(2) An agreement between the Securities           the jurisdiction
 Intermediary and its Entitlement Holder           agreed upon.
 governing the securities account expressly
 provides that it is governed by the law of a
 particular jurisdiction.
(3) The statements in paragraphs (b)(1) and (2)   the jurisdiction where
 of this table do not apply, but the agreement     the office is
 expressly specifies that the securities account   located.
 is maintained at an office in a particular
 jurisdiction.
(4) The statements in paragraphs (b)(1) through   the jurisdiction where
 (3) of this table do not apply and an account     the office is
 statement identifies the office serving the       located.
 Entitlement Holder's account.
(5) None of the statements in paragraphs (b)(1)   the jurisdiction in
 through (4) of this table apply.                  which the chief
                                                   executive office of
                                                   the Securities
                                                   Intermediary is
                                                   located.
------------------------------------------------------------------------


[[Page 7081]]

    (c) What law governs the perfection of a security interest 
automatically or by filing? The law (but not the conflict-of-law rules) 
of the jurisdiction in which the Person creating a security interest is 
located governs whether and how the security interest may be perfected 
automatically or by filing a financing statement. (This is despite the 
general rule in (a)(5) of this section).
    (d) Where is a Person located, for purposes of paragraph (c) of 
this section? A Person's location is determined under state law, 
including Revised Article 9 (incorporated by reference, see 
Sec. 357.2), as it may be amended from time to time.
    (e) What law governs if the jurisdiction in table (b) of this 
section did not adopt Revised Article 8 or Revised Article 8 as amended 
by Revised Article 9 (both incorporated by reference, see Sec. 357.2)? 
The law for the matters specified in paragraph (a) of this section 
shall be the law of that State as though the State adopted Revised 
Article 8.
    (f) What other rules apply? For purposes of the matters specified 
in paragraph (a) of this section, the Federal Reserve Bank maintaining 
the Securities Account is a clearing corporation and the Participant's 
interest in a Book-entry Security is a Security Entitlement.


Sec. 357.12  A Participant's Security Entitlement.

    (a) How is a Participant's Security Entitlement created? A Federal 
Reserve Bank indicates by book entry that a Book-entry Security has 
been credited to a Participant's Securities Account.
    (b) What else do I need to know about a Participant's Security 
Entitlement? See the following table:

------------------------------------------------------------------------
If a security interest in a security entitlement
             of a participant . . .                     Then . . .
------------------------------------------------------------------------
(1) Meets all of the following criteria:
    (i) is in favor of the United States          it is created; it is
    (ii) is marked on the books of a Federal       perfected; and it has
     Reserve Bank.                                 priority over any
    (iii) is to secure deposits of public money    other interest in the
     (including without limitation deposits to     securities.
     the Treasury tax and loan accounts, or
     other security interested required by
     Federal statute, regulation, or agreement).
------------------------------------------------------------------------

    (c) What is the effect of the marking of a security interest in 
favor of the United States in a Security Entitlement of a Participant 
on the books of a Federal Reserve Bank? Where a security interest in 
favor of the United States in a Security Entitlement of a Participant 
is marked on the books of a Federal Reserve Bank, such Reserve Bank may 
rely, and is protected in relying, exclusively on the order of an 
authorized Representative of the United States directing the transfer 
of the Security.
    (d) Who is an authorized Representative of the United States, for 
purposes of paragraph (c) in this section? The official designated in 
the applicable regulations or in an agreement to which a Federal 
Reserve Bank is a party, governing the security interest.
    (e)(1) Must the United States and the Federal Reserve Banks agree 
to act on behalf of any Person or to recognize the interest of any 
transferee of a security interest or other limited interest in favor of 
any Person? No, they need not agree to act or recognize any party's 
interest, except:
    (i) To the extent of any specific requirement of Federal law or 
regulation, or
    (ii) To the extent set forth in any specific agreement with the 
Federal Reserve Bank on whose books the interest of the Participant is 
recorded.
    (2) May a security interest be created and perfected by a Federal 
Reserve Bank marking its books? Yes, a security interest in a Security 
Entitlement that is in favor of a Federal Reserve Bank or a Person may 
be created and perfected by a Federal Reserve Bank marking its books to 
record the security interest to the extent required by law, regulation, 
or an agreement with a Federal Reserve Bank or the Federal Reserve Bank 
Operating Circular.
    (3) Does this security interest have priority over other interests? 
A security interest in a Security Entitlement marked on the books of a 
Federal Reserve Bank has priority over any other interest in the 
securities, except a security in favor of the United States, as 
provided in table (b) of this section.
    (4) In addition to the method provided in paragraph (e)(2) of this 
section, may a security interest, including a security interest in 
favor of a Federal Reserve Bank, be perfected in another way? Yes, a 
security interest may be perfected by any method under applicable law 
as described in Sec. 357.10(b) or Sec. 357.11.
    (i) The applicable law governs the perfection, effect of perfection 
or non-perfection and priority of a security interest.
    (ii) A security interest in favor of a Federal Reserve Bank shall 
be treated as a security interest in favor of a clearing corporation in 
all respects under that law.
    (iii) A Federal Reserve Bank Operating Circular shall be treated as 
a rule adopted by a clearing corporation for these purposes.


Sec. 357.13  Obligations of the United States and the Federal Reserve 
Banks with respect to Book-entry Securities and security interests.

    (a) Who is entitled to deal with an interest in a Book-entry 
Security that has been credited to a Participant's Security Account? 
Except in the case of a security interest in favor of the United States 
or a Federal Reserve Bank or otherwise as provided in Sec. 357.12 (e), 
for the purposes of this subpart B, the United States and the Federal 
Reserve Banks treat the Participant as exclusively entitled to perform 
the following functions, even if the Treasury or a Federal Reserve Bank 
has any information or notice to the contrary:
    (1) Issue a Transfer Message,
    (2) Receive interest and other payments with respect thereof, and
    (3) Exercise all the rights and powers with respect to the 
Security,
    (b) Are the Federal Reserve Banks and Treasury liable for Adverse 
Claims? The Federal Reserve Banks and Treasury are not liable to a 
Person asserting or having an Adverse Claim to a Security Entitlement 
or to a Book-entry Security in a Participant's Securities Account. This 
includes any such claim arising as a result of the transfer or 
disposition of a Book-entry Security by a Federal Reserve Bank, 
pursuant to a Transfer Message that the Federal Reserve Bank reasonably 
believes to be genuine.
    (c) When is the obligation of the United States to pay interest and 
principal with respect to Book-entry Securities discharged? The 
obligation is discharged once payment is made as follows:
    (1) A Federal Reserve Bank credits the appropriate amount of 
interest on Book-entry Securities to a Funds Account maintained at the 
Bank, or pays it as directed by the Participant.
    (2) Book-entry Securities are redeemed according to their terms, a 
Federal Reserve Bank withdraws the securities from the Participant's 
Securities Account in which they are maintained, and either:

[[Page 7082]]

    (i) Credits the amount of the Redemption proceeds, including both 
principal and interest, where applicable, to a Funds Account at the 
Bank, or
    (ii) Pays such principal and interest as directed by the 
Participant.
    (d) What does a Participant need to do in connection with the 
Redemption of a Book-entry Security? No action by the Participant is 
required.


Sec. 357.14  What authority does a Federal Reserve Bank have?

    (a) Each Federal Reserve Bank has the authority as fiscal agent of 
the United States to:
    (1) Perform functions with respect to the issuance of Book-entry 
Securities offered and sold by the Department to which this subpart 
applies, in accordance with the terms of the applicable offering 
circular and with procedures established by the Department;
    (2) Service and maintain Book-entry Securities in accounts 
established for such purposes;
    (3) Make payments of principal and interest, as directed by the 
Department;
    (4) Effect transfer of Book-entry Securities between Participants' 
Securities Accounts as directed by the Participants; and
    (5) Perform such other duties as fiscal agent that the Department 
may request.
    (b) Each Federal Reserve Bank may issue Operating Circulars that 
are consistent with this part, governing the details of its handling of 
Book-entry Securities, Security Entitlements, and the operation of the 
book-entry system under this part.


Sec. 357.15  How can a debtor's interest in a Security Entitlement be 
reached by creditors?

    (a) The interest of a debtor may be reached by creditors only by 
legal process upon the Securities Intermediary with whom the debtor's 
securities account is maintained. Exception: If a Security Entitlement 
is maintained in the name of a secured party, the debtor's interest may 
be reached by legal process upon the secured party.
    (b) These regulations do not state whether a Federal Reserve Bank 
is required to honor an order or other notice of attachment in any 
particular case or class of cases.


Sec. 357.44  [Removed]

    4. Section 357.44 is removed.

    Dated: February 6, 2002.
Donald V. Hammond,
Fiscal Assistant Secretary.
[FR Doc. 02-3737 Filed 2-14-02; 8:45 am]
BILLING CODE 4810-39-P