[Federal Register Volume 68, Number 162 (Thursday, August 21, 2003)]
[Rules and Regulations]
[Pages 50457-50461]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-20451]



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

[[Page 50457]]



FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Parts 303, 333, 347, 348, and 359

RIN 3064-AC55


Filing Procedures, Corporate Powers, International Banking, 
Management Official Interlocks, Golden Parachute and Indemnification 
Payments

AGENCY: Federal Deposit Insurance Corporation (FDIC).

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The FDIC has adopted a final rule amending its procedures 
relating to filings, mutual to stock conversions, international 
banking, management official interlocks and golden parachute payments. 
The changes are mostly technical in nature or clarify previous FDIC 
positions; however, the final rule includes a waiver provision to its 
regulations. The waiver provision grants discretionary power to the 
FDIC Board of Directors to waive regulatory provisions that are not 
based on statutory requirements.

DATES: September 22, 2003.

FOR FURTHER INFORMATION CONTACT: Division of Supervision and Consumer 
Protection: Steven D. Fritts, Associate Director, (202) 898-3723, Mindy 
West, Examination Specialist, (202) 898-7221; Legal Division: 
Supervision and Legislation Branch, Robert C. Fick, Counsel, (202) 898-
8962, Susan van den Toorn, Counsel, (202) 898-8707.

SUPPLEMENTARY INFORMATION: 

I. Background

    Part 303 of the FDIC's regulations (part 303) generally describes 
the procedures to be followed by both the FDIC and applicants with 
respect to applications and notices required to be filed by statute or 
regulation. On December 27, 2002, the FDIC issued in final form a 
revised part 303 to reflect a recent internal reorganization at the 
FDIC and to remove the delegations of authority from the regulation. 
See: 67 FR 79246. On the same date, the FDIC issued the Notice of 
proposed rulemaking (``the notice of proposed rulemaking'') for 
revisions to parts 303, 347, 348, and 359 and technical corrections to 
other regulations in chapter III. See: 67 FR 79271.

II. Final Rule Part 303

    The FDIC is amending Sec.  303.2 to clarify how the statutory 
definitions in the FDI Act apply to part 303. Several provisions in 
part 303 utilize terms, such as ``bank,'' ``company,'' and ``depository 
institution holding company,'' that are defined in the FDI Act. The 
FDIC is clarifying that unless such terms are expressly defined 
differently in part 303, those terms will have the meanings given them 
in the FDI Act. Therefore, Sec.  303.2 specifies that wherever a term 
that is defined in the FDI Act is used in part 303, it will have the 
meaning given the term in the FDI Act except to the extent part 303 
expressly defines that term differently.
    The FDIC is amending Sec.  303.4--Computation of time, to clarify 
when the general rule regarding the commencement of the various time 
periods in part 303 applies. Several subparts of part 303 include a 
provision that specifies when a particular time period commences. See, 
for example, subpart E--Change in Bank Control. It is the FDIC's 
intention that in those instances where a specific provision exists, 
the specific provision prevails over the general rule set forth in 
Sec.  303.4. The FDIC is modifying the first sentence of Sec.  303.4 to 
clarify that the general rule only applies to the extent there is no 
specific provision regarding when a particular time period commences.
    The FDIC is revising Sec.  303.11(g) to provide a time within which 
the FDIC has to respond to an institution or institution-affiliated 
party that files a response to a notice of intent or temporary order 
issued pursuant to this section. The FDIC believes that 30 days is a 
reasonable time in which to review any response submitted by an 
institution or institution-affiliated party. Additionally, the FDIC is 
placing the last sentence of current Sec.  303.11(g)(3)(ii) into a 
separate paragraph to clarify that it applies to Sec.  303.11(g)(3) in 
its entirety, and not only to Sec.  303.11(g)(3)(ii).
    The FDIC is adding a provision setting forth its authority to waive 
any non-statutorily required provision for good cause. New Sec.  303.12 
provides that the Board may, for good cause and to the extent permitted 
by statute, waive the applicability of any provision of chapter III. 
The provisions could be waived, in whole or in part, at any time by the 
Board when good cause is shown, subject to the provisions of the 
Administrative Procedure Act and the provisions of chapter III. Any 
provision of the rules may be waived by the Board on its own motion or 
on petition if good cause is shown.
    The FDIC is revising Sec.  303.22(a)(1) in order to clarify the 
rating required for a bank or thrift holding company to be eligible for 
expedited processing for a proposed institution seeking deposit 
insurance. The existing Sec.  303.22(a)(1) rating for a thrift holding 
company of a ``2'' is inappropriate since the Office of Thrift 
Supervision has ratings of ``A'', ``S'', and ``U''. Revised Sec.  
303.22(a)(1) would provide that an eligible holding company would be 
defined as a bank or thrift holding company that has consolidated 
assets of at least $150 million or more; a BOPEC rating of at least 
``2'' for bank holding companies or an above average or ``A'' rating 
for thrift holding companies; and at least 75 percent of its 
consolidated depository institution assets comprised of eligible 
depository institutions.
    The FDIC is amending several sections in subpart E to clarify that 
the acquisition of control of a parent company of a state nonmember 
bank generally requires a change in control notice. Section 7(j)(18) of 
the FDI Act (12 U.S.C. 1817(g)(18)) indicates that the Change in Bank 
Control Act applies to acquisitions of control of companies that 
control insured depository institutions. It has long been the FDIC's 
interpretation that a change in control notice is required whenever any 
person acquires control of a company that controls, directly or 
indirectly, a state nonmember bank. Such control could be indirect in 
that the company exerts control of the bank through one or more 
intermediate companies of a multi-tiered organization. The amendments 
merely clarify the regulations in this regard. Specifically, the FDIC 
is adding a definition of ``parent company'' to the definitions listed 
in Sec.  303.81; adding a reference to parent company in the

[[Page 50458]]

provisions requiring a change in control notice for a state nonmember 
bank in Sec.  303.82; adding to Sec.  303.83(a) exemptions for 
acquisitions of the voting shares of bank holding companies, and for 
acquisitions of the voting shares of savings and loan holding 
companies, and adding technical conforming changes to various sections 
in 12 CFR 303.80 through 303.83.
    It has also been the FDIC's practice not to require a change in 
control notice in those cases where either the Board of Governors of 
the Federal Reserve System or the Office of Thrift Supervision reviews 
a change in control notice for the proposed transaction. For example, 
where a person proposes to acquire control of a bank holding company 
that controls a state nonmember bank, and the Board of Governors of the 
Federal Reserve System reviews a change in control notice for the same 
transaction, the FDIC considers it an unnecessary duplication for the 
acquirer to also file a change in control notice with the FDIC. The 
changes codify the FDIC's practice in that regard.
    The FDIC is also clarifying when an acquisition subject to the 
Change in Bank Control Act may be consummated. Section 7(j) of the FDI 
Act, 12 U.S.C. 1817(j), generally provides that any person acquiring 
control of an insured depository institution must give the appropriate 
federal banking agency sixty days prior written notice of such proposed 
transaction. Previous Sec.  303.85 could be interpreted to permit 
consummation of the proposed transaction prior to the expiration of 
that 60-day period. In order to eliminate the potential for 
misunderstandings regarding the time period available to the FDIC for 
considering a proposed change in bank control transaction, the FDIC is 
amending 12 CFR 303.85 (a) and (b) to make clear that the 60-day notice 
period commences on the day after the date that the appropriate 
regional director accepts the notice as substantially complete.
    In Sec.  303.86 the FDIC is providing a more descriptive heading 
for paragraph (c) by including the phrase, ``waiving publication, 
acting before close of public comment period'' and amending paragraph 
(c) by substituting ``paragraphs (a) and (d)'' for ``this paragraph.''
    The FDIC adopted a technical correction to Sec.  303.244 creating a 
cross-reference to Sec.  359.4(a)(4) of this chapter regarding golden 
parachutes and severance plan payments to make clear the 
responsibilities of an applicant seeking approval of filings. 
Specifically, insured depository institutions, depository institution 
holding companies or institution-affiliated parties making requests for 
such payments often overlook the requirement that a party submitting 
such an application demonstrate that it does not possess and is not 
aware of any information, evidence, documents or other materials which 
would indicate that there is a reasonable basis to believe, at the time 
such payment is made, that the institution-affiliated party who is to 
benefit from a golden parachute or severance plan engaged in any breach 
of fiduciary duty or other misconduct that would have a material 
adverse effect on the bank; is substantially responsible for the bank's 
insolvency; violated any law which would have a material effect on the 
bank; or violated certain federal criminal and currency-reporting laws. 
In addition, with regard to part 359 of this chapter, the FDIC is 
revising the reference in Sec.  359.1(f)(1)(ii)(C) to part 303 to read, 
``303.101(c).''

III. Other Regulatory Changes

    Technical corrections are made to part 333.4--Conversions from 
mutual to stock, form to correct references to part 303 of this 
chapter. The old citations in Sec.  333.4(a) and (c) is replaced with: 
``subpart I of part 303 of this chapter.''
    A technical correction is made to part 347--International Banking 
Sec.  347.108(f) to reference the correct citation with regard to 
procedures for applications and notices for obtaining FDIC approval to 
invest in foreign organizations. Procedures are set out in subpart J of 
part 303 of this chapter, not subpart D of part 347 as provided for in 
the prior regulation.
    A technical correction is also being made to part 348--Management 
Official Interlocks, Sec.  348.2 regarding the definition of Management 
official to correct the cross-reference to part 303 of this chapter. 
The correct citation should be to 12 CFR 303.101(b).

IV. Request for Public Comment as Part EGRPRA and Regulatory 
Flexibility Act Regulatory Review.

    Consistent with our obligation pursuant to Section 2222 of the 
Economic Growth and Regulatory Paperwork Reduction Act of 1996 (EGRPRA, 
12 U.S.C. 3311), the FDIC requested public comment to identify any 
areas of part 303, not merely those sections for which changes were 
being proposed, that are outdated, unnecessary, or unduly burdensome. 
The FDIC also requested public comment on whether part 303 should be 
continued without change, amended or rescinded to minimize any 
significant economic impact it may have on a substantial number of 
small insured institutions (i.e., those with assets of $150 million or 
less) consistent with our obligation pursuant to Section 610 of the 
Regulatory Flexibility Act (5 U.S.C. 601 et seq.). The FDIC received no 
comments in response to this EGRPRA request. While no comments were 
received specifically with regard to the EGRPRA request, the FDIC notes 
that the federal financial regulatory agencies are soliciting comments 
on their plan to identify and eliminate outdated, unnecessary or unduly 
burdensome regulations imposed on insured depository institutions. See: 
68 FR 35589 (June 16, 2003). The request for comment includes 
application regulations such as 12 CFR part 303. Written comments must 
be received no later than September 15, 2003.

V. Overview of Comments Received

    As noted above, FDIC published a notice of proposed rulemaking in 
the Federal Register on December 27, 2002, and requested comments on 
the proposed amendments. The FDIC received 3 comment letters from 
organizations. All of the comment letters were opposed to the waiver 
provision in the proposed regulation. The organizations filing comments 
were two national trade organizations and one state-based nonprofit 
organization. The commenters stated they believed that if the FDIC 
waived regulations not required by statute, it is likely that the 
agency will waive public comment, public notice requirements, and other 
vital parts of the merger application process. Consequently, they 
argue, the public's input into mergers that affect access to credit and 
capital for minority and low- and moderate-income communities will be 
cut-off. Comments further stated that in order for a regulatory process 
to be fair to all parties, the agency cannot waive a process for some 
banks and not others. They argue that waivers on a case-by-case basis 
are arbitrary and result in uneven regulatory enforcement. In the 
notice of proposed rulemaking, the waiver provision would be limited to 
non-statutorily required provisions and for good cause. As such, the 
provision would not permit the FDIC to waive the public comment, public 
notice requirements of the merger application process since those 
procedures are required by statute. See: 12 U.S.C. 1828(c)(3). It is 
the FDIC's intention to utilize the waiver provision only in 
extraordinary circumstances. For example, the FDIC had seen the need 
for such a waiver provision from time to

[[Page 50459]]

time when an institution has failed to meet the record keeping 
requirements of the deposit insurance regulations and without a waiver 
of such requirements, accountholders in a failed bank situation would 
suffer substantial penalties because of the bank's failure to keep 
adequate records. Consequently, the FDIC is adopting the waiver 
provision as proposed.

VI. Regulatory Flexibility Act Analysis

    Pursuant to 5 U.S.C. 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 601 et seq., the FDIC hereby certifies that the amendments set 
forth in this final rule will not have a significant economic impact on 
a substantial number of small entities. The final rule makes primarily 
technical changes to the existing rule.

VII. Paperwork Reduction Act

    This final rule does not create or modify any collection of 
information pursuant to the Paperwork Reduction Act (44 U.S.C. 3501 et 
seq.). Consequently, no information has been submitted to the Office of 
Management and Budget for review.

VIII. Plain Language Requirement

    Section 722 of the Gramm-Leach-Bliley Act of 1999 (GLBA) requires 
the federal banking agencies to use ``plain language'' in all proposed 
and final rules published after January 1, 2000. The proposed rule 
requested comments on how the rule might be changed to reflect the 
requirements of GLBA. No comments were received.

IX. Assessment of Impact of Federal Regulation on Families

    The FDIC has determined that the final rule will not affect family 
well-being within the meaning the section 654 of the Treasury and 
General Government Appropriations Act, 1999, enacted as part of the 
Omnibus Consolidated and Emergency Supplemental Appropriations Act, 
1999 (Pub. L. 105-277, 112 Stat. 2681).

List of Subjects

12 CFR Part 203

    Administrative practice and procedure, Banks, banking, Bank merger, 
Branching, Foreign investments, Golden parachute payments, Insured 
branches, Interstate branching, Reporting and recordkeeping 
requirements, Savings associations.

12 CFR Part 333

    Banks, banking, Corporate powers.

12 CFR Part 347

    Banks deposit insurance, Banks, Credit, Foreign banking, Foreign 
investments, Insured branches, Investments, Reporting and recordkeeping 
requirements, United States investments abroad.

12 CFR Part 348

    Antitrust, Banks, banking, Holding companies, Reporting and 
recordkeeping requirements.

12 CFR Part 359

    Bank deposit insurance, Banks, banking, Golden parachute payments, 
Indemnity payments.

0
For the reasons set out in the preamble, the FDIC hereby amends 12 CFR 
parts 303, 333, 347, 348 and 359.

PART 303--FILING PROCEDURES

0
1. The authority citation for part 303 continues to read as follows:

    Authority: 12 U.S.C. 378, 1813, 1815, 1816, 1817, 1818, 1819, 
(Seventh and Tenth), 1820, 1823, 1828, 1828a, 1831a, 1831e, 1831o, 
1831p-1, 1831w, 1835a, 3104, 3105, 3108, 3207, 15 U.S.C. 1601-1607, 
6716.


Sec.  303.2  [Amended]

0
2. In Sec.  303.2 remove the phrase, ``For purposes of this part,'' and 
add in its place the phrase, ``Except as modified or otherwise defined 
in this part, terms used in this part that are defined in the Federal 
Deposit Insurance Act (12 U.S.C. 1811 et seq.) have the meanings 
provided in the Federal Deposit Insurance Act. Additional definitions 
of terms used in this part are as follows:''.


Sec.  303.4  [Amended]

0
3. In Sec.  303.4 after the phrase, ``For purposes of this part,'' add 
the words, ``and except as otherwise specifically provided,''.

0
4. In Sec.  303.11, paragraph (9)(3)(ii) is revised to read as follows:


Sec.  303.11  Decisions.

* * * * *
    (g) * * *
    (3) * * *
    (ii)(A) Any other relevant information, mitigation circumstance, 
documentation, or other evidence in support of the applicant's 
position. An applicant may also request a hearing under Sec.  303.10.
    (B) Failure by an applicant to file a written response with the 
FDIC to a notice of intent or a temporary order within the specified 
time period, shall constitute a waiver of the opportunity to respond 
and shall constitute consent to a final order under this paragraph (g). 
The FDIC shall consider any such response, if filed in a timely manner, 
within 30 days of receiving the response.
* * * * *

0
5. Section 303.12 is added to read as follows:


Sec.  303.12  Waivers.

    (a) The Board of Directors, of the FDIC (Board) may, for good cause 
and to the extent permitted by statute, waiver the applicability of any 
provision of this chapter.
    (b) The provisions of this chapter may be suspended, revoked, 
amended or waived for good cause shown, in whole or in part, at any 
time by the Board, subject to the provisions of the Administrative 
Procedure Act and the provisions of this chapter. Any provision of the 
rules may be waived by the Board on its own motion or on petition if 
good cause thereof is shown.

0
6. In Sec.  303.22, paragraph (a)(1) is amended by revising the second 
sentence to read as follows:


Sec.  303.22  Processing.

    (a) * * *
    (1) * * * An eligible holding company is defined as a bank or 
thrift holding company that has consolidated assets of at least $150 
million or more; a BOPEC rating of at least ``2'' for bank holding 
companies or an above average or ``A'' rating for thrift holding 
companies; and at least 75 percent of its consolidated depository 
institution assets comprised of eligible depository institutions.
* * * * *

0
7. Section 303.80 is revised to read as follows:


Sec.  303.80  Scope.

    This subpart sets forth the procedures for submitting a notice to 
acquire control of an insured state nonmember bank or a parent company 
of an insured state nonmember bank pursuant to the Change in Bank 
Control Act of 1978, section 7(j) of the FDI Act (12 U.S.C. 1817(j)).

0
8. Section 303.81 is revised to read as follows:


Sec.  303.81  Definitions.

    For purposes of this subpart:
    (a) Acquisition includes a purchase, assignment, transfer, pledge 
or other disposition of voting shares, or an increase in percentage 
ownership resulting from a redemption of voting shares of an insured 
state nonmember bank or a parent company.
    (b) Acting in concert means knowing participation in a joint 
activity or parallel action towards a common goal of acquiring control 
of an insured state nonmember bank or a parent company, whether or not 
pursuant to an express agreement.

[[Page 50460]]

    (c) Control means the power, directly or indirectly, to direct the 
management or policies of an insured bank or a parent company or to 
vote 25 percent or more of any class of voting shares of an insured 
bank or a parent company.
    (d) Parent Company means any company that controls, directly or 
indirectly, an insured state nonmember bank.
    (e) Person means an individual, corporation, partnership, trust, 
association, joint venture, pool, syndicate, sole proprietorship, 
unincorporated organization, and any other form of entity; and a voting 
trust, voting agreement, and any group of persons acting in concert.

0
9. Section 303.82 is amended by revising paragraphs (a), (b), (c) and 
(d) to read as follows:


Sec.  303.82  Transactions requiring prior notice.

    (a) Prior notice requirement. Any person acting directly or 
indirectly, or through or in concert with one or more persons, shall 
give the FDIC 60 days prior written notice, as specified in Sec.  
303.84, before acquiring control of an insured state nonmember bank or 
any parent company, unless the acquisition is exempt under Sec.  
303.83.
    (b) Acquisition requiring prior notice--(1) Acquisition of control. 
The acquisition of control, unless exempted, requires prior notice to 
the FDIC.
    (2) Rebuttable presumption of control. The FDIC presumes that an 
acquisition of voting shares of an insured state nonmember bank or a 
parent company constitutes the acquisition of the power to direct the 
management or policies of an insured bank or a parent company requiring 
prior notice to the FDIC, if, immediately after the transaction, the 
acquiring person (or persons acting in concert) will own, control, or 
hold with power to vote 10 percent or more of any class of voting 
shares of the institution, and if:
    (i) The institution has registered shares under section 12 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l); or
    (ii) No other person will own, control or hold the power to vote a 
greater percentage of that class of voting shares immediately after the 
transaction. If two or more persons, not acting in concert, each 
propose to acquire simultaneously equal percentages of 10 percent or 
more of a class of voting shares of an insured state nonmember bank or 
a parent company, each such person shall file prior notice with the 
FDIC.
    (c) Acquisition of loans in default. The FDIC presumes an 
acquisition of a loan in default that is secured by voting shares of an 
insured state nonmember bank or a parent company to be an acquisition 
of the underlying shares for purposes of this section.
    (d) Other transactions. Acquisitions other than those set forth in 
paragraph (b)(2) of this section resulting in a person's control of 
less than 25 percent of a class of voting shares of an insured state 
nonmember bank or a parent company are not deemed by the FDIC to 
constitute control for purposes of the Change in Bank Control Act.
* * * * *

0
10. Section 303.83 is amended by revising paragraphs (a)(1) through 
(a)(2), (a)(6) and (a)(7), (b)(1) and (b)(2), and by adding a new 
paragraph (a)(8), to read as follows:


Sec.  303.83  Transactions not requiring prior notice.

    (a) * * *
    (1) The acquisiiton of additional voting shares of an insured state 
nonmember bank or a parent company by a person who:
    (i) Held the power to vote 25 percent or more of any class of 
voting shares of the institution continuously since the later of March 
9, 1979, or the date that the institution commenced business as an 
insured state nonmember bank or a parent company; or
    (ii) Is presumed, under Sec.  303.82(b)(2), to have controlled the 
institution continuously since March 9, 1979, if the aggregate amount 
of voting shares held does not exceed 25 percent or more of any class 
of voting shares of the institution or, in other cases, where the FDIC 
determines that the person has controlled the institution continuously 
since March 9, 1979;
    (2) The acquisition of additional shares of a class of voting 
shares of an insured state nonmember bank or a parent company by any 
person (or persons acting in concert) who has lawfully acquired and 
maintained control of the institution (for purposes of Sec.  303.82) 
after complying with the procedures of the Change in Bank Control Act 
to acquire voting shares of the institution under this subpart;
* * * * *
    (6) The receipt of voting shares of an insured state nonmember bank 
or a parent company through a pro rata stock dividend;
    (7) The acquisition of voting shares in a foreign bank, which has a 
insured branch or branches in the United States. (This exemption does 
not extend to the reports and information required under paragraphs 9, 
10, and 12 of the Change in Bank Control Act of 1978 (12 U.S.C. 
1817(j)(9), (10), and (12)) and;
    (8) The acquisition of voting shares of a depository institution 
holding company that either the Board of Governors of the Federal 
Reserve System or the Office of Thrift Supervision reviews pursuant to 
the Change in Bank Control Act (12 U.S.C. 1817(j)).
    (b) Prior notice exemption. (1) The following acquisitions of 
voting shares of an insured state nonmember bank or a parent company, 
which otherwise would require prior notice under this subpart, are not 
subject to the prior notice requirements if the acquiring person 
notifies the appropriate FDIC office within 90 calendar days after the 
acquisition and provides any relevant information requested by the 
FDIC:
    (i) The acquisition of voting shares through inheritance;
    (ii) The acquisition of voting shares as a bona fide gift; or
    (iii) The acquisition of voting shares in satisfaction of a debt 
previously contracted in good faith, except that the acquirer of a 
defaulted loan secured by a controlling amount of a state nonmember 
bank's voting securities or a parent company's voting securities shall 
file a notice before the loan is acquired.
    (2) The following acquisitions of voting shares of an insured state 
nonmember bank or a parent company, which otherwise would require prior 
notice under this subpart, are not subject to the prior notice 
requirements if the acquiring person notifies the appropriate FDIC 
office within 90 calendar days after receiving notice of the 
acquisition and provides any relevant information requested by the 
FDIC.
    (i) A percentage increase in ownership of voting shares resulting 
from a redemption of voting shares by the issuing bank or a parent 
company; or
    (ii) The sale of shares by any shareholder that is not within the 
control of a person resulting in that person becoming the largest 
shareholder.
* * * * *

0
11. Section 303.85 is amended by revising paragraphs (a) and (b) to 
read as follows:


Sec.  303.85  Processing.

    (a) Acceptance of notice, additional information. The FDIC shall 
notify the person or persons submitting a notice under this subpart in 
writing of the date the notice is accepted as substantially complete. 
The FDIC may request additional information at any time.
    (b) Commencement of the 60-day notice period: consummation of 
acquisition. (1) The 60-day notice period specified in Sec.  303.82 
shall

[[Page 50461]]

commerce on the day after the date of acceptance of a substantially 
complete notice by the appropriate regional director. The notificant(s) 
may consummate the proposed acquisition after the expiration of the 60-
day notice period, unless the FDIC disapproves the proposed acquisition 
or extends the notice period.
* * * * *

0
12. Section 303.86 is amended by revising paragraph (c) to read as 
follows:


Sec.  303.86  Public Notice requirements.

* * * * *
    (c) Shortening or waiving public comment period, waiving 
publications; acting before close of public comment period. The FDIC 
may shorten the public comment period to a period of not less than 10 
days, or waive the public comment or newspaper publication requirements 
of paragraph (a) of this section, or act on a notice before the 
expiration of a public comment period, if it determines in writing 
either that an emergency exists or that disclosure of the notice, 
solicitation of public comment, or delay until expiration of the public 
comment period would seriously threaten the safety and soundness of the 
bank to be acquired.
* * * * *

0
13. In section 303.244, paragraphs (c)(4) and (c)(5) are revised and 
new paragraph (c)(6) is added to read as follows:


Sec.  303.244  Golden parachute and severance plan payments.

* * * * *
    (c) * * *
    (4) The cost of the proposed payment and its impact on the 
institution's capital and earnings;
    (5) The reasons why the consent to the payment should be granted; 
and
    (6) Certification and documentation as to each of the points cited 
in Sec.  359.4(a)(4).
* * * * *

PART 333--EXTENSION OF CORPORATE POWERS

0
14. The authority citation for part 333 continues to read as follows:

    Authority: 12 U.S.C. 1816, 1818, 1819 (``Seventh'', ``Eighth'' 
and ``Tenth''), 1828, 1828(m), 1831p-1(c).


Sec.  333.4  [Amended]

0
15. In Sec.  333.4, paragraphs (a) and (c) are amended by removing the 
words ``Sec.  303.15 of this chapter'' and adding in their place the 
words ``subpart I of part 303 of this chapter.''

PART 347--INTERNATIONAL BANKING

0
16. The authority citation for part 347 continues to read as follows:

    Authority: 12 U.S.C. 1813, 1815, 1817, 1819, 1820, 1828, 3103, 
3104, 3105, 3108: Title IX, Pub. L. 98-181, 97 Stat. 1153.


0
17. Section 347.108 is amended by revising paragraph (f) to read as 
follows:


Sec.  347.108  Obtaining FDIC approval to invest in foreign 
organizations.

* * * * *
    (f) Procedures. Procedures for applications and notices under this 
section are set out in subpart J of part 303 of this chapter.

PART 348--MANAGEMENT OFFICIAL INTERLOCKS

0
18. The authority citation for part 348 continues to read as follows:

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

0
19. In Sec.  348.2, paragraph (j)(1)(iii) is revised to read as 
follows:


Sec.  348.2  Definitions.

* * * * *
    (j) * * *
    (iii) A senior executive officer as that term is defined in 12 CFR 
303.101(b).
* * * * *

PART 359--GOLDEN PARACHUTE AND INDEMNIFICATION PAYMENTS

0
20. The authority citation for part 359 continues to read as follows:

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


Sec.  359.1  [Amended]

0
21. In Sec.  359.1(f)(1)(ii)(C) remove the reference to ``Sec.  
303.14(a)(4)'' and add in its place, ``Sec.  303.101(c)''.

    Dated at Washington, DC, this 4th day of August, 2003.

    By order of the Board of Directors.

Federal Deposit Insurance Corporation.
Valerie J. Best,
Assistant Executive Secretary.
[FR Doc. 03-20451 Filed 8-20-03; 8:45 am]
BILLING CODE 6714-01-P