303.3 Application by insured State

nonmember bank to move main office or branch.

Application for the consent of the Corporation to move the main office or branch of an insured State nonmember bank (except a District bank) should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the bank is located. The appropriate form of application and instructions for completing the same may be obtained upon request from the Regional Director of the Region in which the application originates. (See Part 304 of this title for list of forms and instructions.)

[32 FR. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

§ 303.4 Application by insured State nonmember bank to reduce or retire capital.

Application for the consent of the Corporation to the reduction in the amount, or retirement of any part, of the common or preferred capital stock, or retirement of any of the capital notes or debentures, of an insured State nonmember bank (except a District bank) should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the bank is located. The appropriate form of application and instructions for completing the same may be obtained upon request from the Regional Director of the Region in which the application originates. (See Part 304 of this title for list of forms and insrtuctions.)

[32 F.R. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

§ 303.5 Application

for

conversion, merger, consolidation, assumption and sale of asset transactions.

(a) With noninsured bank or institution. Application by an insured bank for the consent of the Corporation to merge or consolidate with a noninsured bank or institution, or to convert into a noninsured institution, or to assume liability to pay any deposits made in, or similar liabilities of, any noninsured bank or institution, or to transfer assets to any noninsured bank or institution in consideration of the assumption of liability for any portion of the deposits made in such insured bank, together with copies of all agreements or proposed agreements relating thereto, should be filed with the Regional Director of the Federal

Deposit Insurance Corporation Region in which the insured bank is located. The appropriate form of application and instructions for completing the form, as well as instructions concerning notice to depositors, may be obtained upon request from the office of said Regional Director.

(b) Conversion with diminution of capital or surplus. Application for the appropriate form of application and into an insured State nonmember bank (except a District bank)—when the conversion will result in the converted bank's having less capital stock or surplus than the converted bank at the time of the shareholders' meeting approving such conversion-together with copies of the charter and/or articles of association of the converted bank, should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the insured bank is located. The appropriate form of application and instructions for completing the form may be obtained upon request from the office of said Regional Director.

(c) Merger, consolidation, asset acquisition or assumption transaction between insured banks. Application by an insured bank for the consent of the Corporation to merge or consolidate with, acquire the assets of, or assume the liability to pay any deposits made in, another insured bank-when the resulting or assuming bank is to be an insured State nonmember bank (except a District bank)-together with copies of all agreements or proposed agreements relating thereto, including the charter or articles of incorporation of the resulting or assuming bank, should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the resulting or assuming bank is located. The appropriate form of application and instructions for completing the same may be obtained upon request from the office of said Regional Director. [32 F.R. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

§ 303.6 Application by insured State nonmember bank to extend its corporate or charter powers.

Application for the consent of the Corporation to the extension of the corporate or charter powers of an insured State nonmember bank (except a District bank) should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the bank is located. The appropriate

form of application and instructions for completing the same may be obtained upon request from the Regional Director of the Region in which the application originates. (See Part 304 of this title for list of forms and instructions.)

[32 F.R. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

§ 303.7 Application to continue or resume insured status.

Application under § 327.3(c) of this title by a bank whose insured status has been terminated for permission to continue or to resume its status as an insured bank should be filed with the Regional Director of the Federal Deposit Insurance Corporation Region in which the bank is located. Such application should (a) be in writing, (b) be signed by the president, or cashier, or other managing officer of the bank, (c) be accompanied by a certified copy of the resolution of its board of directors authorizing the submission of such application, (d) contain a statement that the bank's insured status has been terminated (including the date thereof and the basis therefor), that the insurance of its deposits has not ceased, and that it applies for permission to continue or resume its status as an insured bank, and (e) state the reasons why the continuance or resumption of such status should be permitted by the Corporation. [32 F.R. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

Any application made by an insured bank under any of the provisions of Part 328 of this title should be filed with the Division of Bank Supervision of the Corporation at its principal office. Such application should (a) be in writing, (b) be signed by the president, or cashier, or other managing officer of the bank, and (c) state, in conformity with the particular provision in respect of which the application is made, the reason for the request in detail and the reason why the application should be granted.

[32 F.R. 10556, July 19, 1967, as amended at 36 F.R. 1248, Jan. 27, 1971]

§ 303.9 Other applications.

Except as otherwise provided by rule or regulation, all applications, requests, and submittals for which no form of application has been prescribed by the Corporation should (a) be in writing, (b)

90-052-77—2

be signed by the applicant or his duly authorized agent, (c) contain a statement of the applicant's interest therein, a complete and concise statement of the action requested and the reasons and facts relied upon as the basis for such requested action, and (d) be addressed to the Executive Secretary of the Corporation at the principal office of the Corporation. The applicant shall furnish such other pertinent information as may be required by the Corporation. Whenever applicable, the forms specified in Part 304 of this title should be used, the instructions issued with respect thereto should be followed, and submission should be made as therein provided.

[32 FR 10556, July 19, 1967, as amended at 38 FR 14263, May 31, 1973]

§ 303.10 Procedure on applications.

(a) Applications for deposit insurance. With respect to applications for deposit insurance under § 303.1, the Division of Bank Supervision of the Corporation will cause an investigation to be conducted and an examination to be made of the bank or proposed bank. Thereafter, the Board of Directors, in accordance with applicable provisions of law, will act upon such application after considering the report of such investigation and examination, the recommendations thereon of the examiner and Regional Director of the region in which the bank is or will be located, the recommendations of the Division of Bank Supervision, the recommendations of the duly constituted committees with respect to matters referred to them, and the legal opinion of counsel for the Corporation. The applicant bank will be duly advised of the Board's decision upon such application.

(b) Other applications. With respect to all other applications, requests, or submittals, the Board of Directors will cause such an investigation or examination, or both, to be made by the proper Divisions of the Corporation as the Board shall deem appropriate. Where the application is one authorized to be approved by the Director of the Division of Bank Supervision or by a Regional Director, under § 303.11, he shall cause such an investigation or examination, or both, to be made by his examining staff, as he shall deem appropriate. Upon the report of such investigation and examination, and the recommendations thereon, the Board of Directors or the Director of the Division of Bank Supervision, or

the Regional Director, as the case may be, shall take such action as shall be deemed necessary or appropriate in the premises.

(c) Opportunity to present views. With respect to any application, the Board of Directors will afford the applicant or other properly interested persons, including Government agencies, an opportunity to present views orally before its designated representative or representatives, either at informal conference discussions or at informal presentations of evidence.

(d) Notice of disposition of applications. Prompt notice will be given of the grant or denial, in whole or in part, of any written application, petition, or other request of any interested person made in connection with any agency proceeding. In the case of denial, except in affirming a prior denial, or where the same is self-explanatory, such notice will be accompanied by a simple statement of the reasons therefor.

(e) Opportunity to petition for reconsideration of a denied application, petition, or request. Within 15 days of its receipt of notice that its application, petition, or other request has been denied, any applicant may petition the Board of Directors for reconsideration of such application, petition, or request (except an application, petition, or request already previously denied upon reconsideration) and, in connection therewith, may request an opportunity to amend its application, petition, or request or to submit information in rebuttal of the denial, either in writing or in the form of an oral presentation before one or more representatives of the Corporation designated for that purpose. Upon the filing of such petition for reconsideration, the applicant shall be given 60 days in which to amend its application, petition, or request or to make its presentation to the Corporation. If the applicant requests an opportunity to make an oral presentation, it shall be advised of the date, time, place, and person or persons before whom such presentation shall be made.

135 FR 1947, Dec. 30, 1970, as amended at 38 FR 14263, May 31, 1973; 41 FR 35157, Aug. 20, 1976]

eral Deposit Insurance Corporation has delegated to the Director of the Division of Bank Supervision, or, where confirmed in writing by the Director of the Division of Bank Supervision, to the Regional Director of the Region in which the applicant bank is located, the authority on behalf of the Board of Directors to act on the following applications and requests from any insured State nonmember bank:

(1) Applications for the prior written consent of the Corporation to establish and operate any new teller's window, drive-in facility, or any like office, as an adjunct to a main office or a branch office (including offices not considered branches under State law), or to move its main office or any branch from one location to another;

(2) Applications for the prior written consent of the Corporation to operate temporary banking facilities as a public service during conventions, State and local fairs, college registration periods, and similar occasions, as well as during emergencies, so long as such service does not exceed a period of 1 month;

(3) Applications for the prior written consent of the Corporation to issue subordinated capital debt pursuant to the provisions to § 329.10 (b) (3) of this chapter, or to reduce the amount or retire any part of its common or preferred capital stock, or retire any part of its capital notes or debentures;

(4) Application for the prior written consent of the Corporation to exercise any trust powers;

(5) Requests for extensions of time, not to exceed 1 year on any 1 request and 3 years in the aggregate on requests relating to the same application, within which to perform acts or conditions required by prior Corporation action on bank applications;

(6) Requests for approval of minor or nominal (10 percent or less of dollar requirements where applicable) deviations from requirements prescribed by prior Corporation action.

(7) Applications for the prior written consent of the Corporation to establish and operate any new branch: Provided, however, That this authority shall extend to the approval but not to the denial of such applications.

(8) Applications for deposit insurance filed by State members banks upon withdrawal from membership in the Federal Reserve System; Provided, however, That this authority shall extend to the

approval but not to the denial of such applications.

(9) Applications for "phantom" bank mergers; 2a Provided, however, That this authority shall extend to the approval but not to the denial of such applications.

(10) Applications for deposit insurance filed by proposed State nonmember banks which are formed in connection with a "phantom" bank merger; Provided, however, That this authority shall extend to the approval but not to the denial of such applications.

(b) Confirmation, limitations, and rescission. The authority delegated in paragraph (a) of this section by the Board of Directors to the Regional Director of the Region in which the applicant bank is located is subject, as to each Regional Director in each Region, to written confirmation, limitations, or subsequent rescission of any confirmation, by the Director of the Division of Bank Supervision. Such written confirmation, limitations, or rescission shall be filed with the Executive Secretary of the Corporation at its offices in Washington, D.C. and at the office of the Regional Director concerned, and shall be available for public inspection by interested parties.

a

(c) Special cases. In special cases the Director of the Division of Bank Supervision may, in writing, rescind the authority of a Regional Director to act on an application or request, and may himself act on the same. In special -cases Regional Director may, in writing, recommend that the authority to act on an application or request not be exercised by him; in such cases the authority to act on such application or request may be exercised by the Director of the Division of Bank Supervision. In special cases the Director of the Division of Bank Supervision may, in writing, recommend that the authority to act on an application or request not be exercised by him; in such cases the Board of Directors will act on the application or request.

(d) Deputy Director (Operations Branch). In the absence of the Director of Bank Supervision, all powers granted to him under the provisions of this part may be exercised instead by the Deputy

2a As used in paragraph (a) (9) and (10) of this section, the term 'phantom' bank merger" applies to any merger or other transaction in the nature of a corporate reorganization which, in and of itself, would have no effect on competition.

Director of the Division of Bank Supervision (Operations Branch).

[35 FR 19747, Dec. 30, 1970, as amended at 38 FR 4572, Feb. 16, 1973; 38 FR 14263, May 31, 1973; 39 FR 16230, May 8, 1974; 39 FR 21044, June 18, 1974]

§ 303.12

Applications where authority is not delegated.

(a) Circumstances precluding delegation. Authority to act on applications listed in § 303.11 is not delegated by the Board of Directors in the following circumstances:

(1) Where a condition other than one agreed to in writing by the bank, or other than a time limitation, is to be prescribed in approving an application;

(2) Where all necessary final approvals have not been obtained from the appropriate State authority."

(3) Notwithstanding the limitations in paragraphs (a) (1) and (2) of this section, the authority delegated in § 303.11(a) (7) may be exercised during the period of September 22, 1976 to December 31, 1976, inclusive, with respect to branch applications of insured State nonmember banks in Florida, on the basis of notices of intent to approve branches issued by the Commissioner of Banking of the State of Florida in lieu of final approval as required by subparagraph (2) of this paragraph, and in addition to those conditions referred to in subparagraph (1) of this paragraph, there may be imposed a condition providing that the approving Order will not become effective until the bank has received final approval from the Commissioner of Banking of the State of Florida to establish the branch and conduct banking business at that location.

(b) Approving authority. In all cases where authority to act on applications or requests listed in this part is not delegated to the Director of the Division of Bank Supervision (or, in his absence, the Deputy Director (Operations Branch)), or to a Regional Director, the authority to act on such applications or requests remains vested in the Board of Directors of the Corporation.

(c) Conditions precedent to delegation to approve branch applications. (Important: The requirements set forth in this paragraph (c) are procedural in nature

Where the State authority has given its approval subject only to the approval of the Federal Deposit Insurance Corporation, such approval is to be considered as final.

4 The six factors are: (1) The financial history and condition of the applicant, (2) the adequacy of its capital structure, (3) its future earnings prospects, (4) the general character of its management, (5) the convenience and needs of the community to be served by the applicant, and (6) whether or not its corporate powers are consistent with the purposes of the Federal Deposit Insurance Act (12 U.S.C. 1816).

Including a $1 million excess bond if primary blanket bond coverage is less than $1 million.

• Statement of Policy re: "Legal Fees and Other Expenses Incident to Applications for Insurance and Consent to Establish Branches" (Aug. 25, 1972).

Based on classifications made at the last examination of the applicant.

(6) The applicant's aggregate direct and indirect fixed asset investment, including its direct and indirect investment in the proposed branch," is determined to be reasonable relative to its earnings capacity and other pertinent bases of consideration.

(7) The estimated income of the proposed branch is equal to or in excess of its expenses during the third year of its operation, or, alternatively, the applicant's earnings are adequate to support. limited operating losses incurred by the branch during its formative years.

(8) The applicant's management has been rated fair or better at its most recent examination.

(9) Any financial arrangements which have been made in connection with the proposed branch 10 and involve the applicant's directors, officers, major shareholders," or their interests, are fair and reasonable in comparison to similar arrangements that could have been made with independent third parties.

[35 FR 19748, Dec. 30, 1970, as amended at 38 FR 4572, Feb. 16, 1973; 38 FR 14263, May 31, 1973; 39 FR 16230, May 8, 1974; 41 FR 43131, Sept. 20, 1976]

§ 303.13

Other delegations of authority.

(a) In general. Except as otherwise provided in this part, or with respect to matters which generally involve conditions or circumstances requiring prompt action in the field for the better protection of the interests of the Corporation and to achieve flexibility and expedition in its operations and in the exercise of its functions in connection with the Corporation's litigation and liquidation. matters and with the payment of claims. for insured deposits, the Board of Directors does not delegate its authority and no delegations of final authority are made by the Board of Directors. Any person having a proper and direct concern therein may ascertain the scope of authority of any officer, agent, or employee of the Corporation by communi

On a consolidated basis.

10 Including arrangements relating to fees, the acquisition of property, rentals, and construction contracts.

11 The term "major shareholder" means any shareholder who directly or indirectly controls 5 percent or more of any class of the applicant's outstanding voting stock.