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for additional capital funds, constitute less than 6 percent of its adjusted gross assets.

(5a) In the case of a commercial bank, the applicant's adjusted’ capital and reserves, including written commitments for additional capital funds, are determined to be adequate relative to its adjusted' gross assets; Provided, however, that the authority to make such a determination is not delegated to any Regional Director where the applicant's adjusted' capital and reserves, including written commitments for additional capital funds, constitute less than 7.5 percent of its adjusted? gross assets.

(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, 11 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; 42 FR 60728, Nov. 29, 1977; 43 FR 9788, Mar. 10, 1978)

8 303.13 Other delegations of author

(a) In general. Except as othe provided in this part, or with re to matters which generally ir conditions or circumstances reqi prompt action in the field fo: better protection of the interes the Corporation and to achieve bility and expedition in its opera and in the exercise of its functic connection with the Corporation gation and liquidation matters with the payment of claims fc sured deposits, the Board of Dire does not delegate its authority aj delegations of final authority made by the Board of Directors. person having a proper and direct cern therein may ascertain the of authority of any officer, ager employee of the Corporation by municating with the Executives tary of the Corporation.

(b) Disclosure law and regulai Except as provided in paragraph this section, the Board of Dire has delegated to the Director o Division of Bank Supervision where confirmed in writing by th rector of the Division of Bank Suj sion, to the Regional Director o Region in which the applicant ba located, the authority on behalf o Board of Directors to act on discl matters under and pursuant to tions 12, 13, 14, 17 and 17A of th curities Exchange Act of 1934 U.S.C. 78) or Parts 335 and 341 o Corporation's rules and regulatio this chapter.

(c) Limitations on delegation thority to act on disclosure ma under paragraph (b) of this sect not delegated by the Board of I tors when such matters involve:

(1) Exemption from disclosur quirements pursuant to section of the Securities Exchange Act o (15 U.S.C. 781(h));

(2) Exemption from tender off quirements

pursuant

to 14(d)(8) of the Securities Exc Act of 1934 (15 U.S.C. 78n(d)(8));

(3) Authority, pursuant to § 3 of the Corporation's regulatio this chapter, to accord confid treatment to information requi be filed in a disclosure report;

S

On a consolidated basis. '[Reserved)

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

"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.

(4) Authority, pursuant to $ 335.5(f)(5) of the Corporation's regulations in this chapter, to disclose to departments and agencies of the United States otherwise confidential information submitted in copies of preliminary proxy solicitation material.

(5) Exemption from registration requirements

pursuant

to Section 17A(C)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 787-1(c)(1)).

(d) Security devices and procedures and bank service arrangements. The Board of Directors has delegated to the Director of the Division of Bank Supervision, or where confirmed in writing by the Director 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 administer the provisions of Parts 326 and 334 of the Corporation's rules and regulations in chis chapter.

(e) In emergencies. For the purpose of assuring the performance of, and continuity in the management functions and activities of the Corporation, the Board of Directors has delegated, to the extent deemed necessary, authority with respect to the management of the Corporation's affairs to certain designated officers, such authority to be exercised only in the event of an emergency involving an enemy attack the continental United States or other warlike occurrence which renders the Board of Directors unable to perform the management functions and activities normally performed by it.

(f) Competitive factor reports on "phantom" bank mergers. The Board of Directors 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 ila is located, the authority on behalf of the Board of Directors to furnish reports to the Board of Gover

nors of the Federal Reserve System or the Comptroller of the Currency on the competitive factors involved in any “phantom" bank merger 11b required to be approved by one or the other of those agencies.

(g) Rescission of outstanding conditions, understandings or agreements made or imposed in connection with applications submitted to the Corporation. The Board of Directors 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 bank is located, the authority on behalf of the Board of Directors to rescind, at his discretion, any continuing outstanding condition, understanding or agreement in effect prior to January 1, 1972 which was made or imposed in connection with an application submitted by the bank to the Corporation, except a condition, understanding or agreement involving management personnel.

(h) Competitive factor reports of no significant competitive effects.” The Board of Directors has delegated to the Executive Secretary, or his designee, the authority on behalf of the Board of Directors to furnish reports to the Board of Governors of the Federal Reserve System or the Comptroller of the Currency on the competitive factors involved in any merger required to be approved by one or the other he agencies, if a majority of the appropriate Divisions or Offices of the Corporation are of the view that the proposed merger would have no significant competitive effects and if no member of the Board has indicated an objection prior to the forwarding of the report to the appropriate agency.

(i) Imposition of Civil Penalties. The Board of Directors has delegated to the General Counsel or his designee the aut ity for the levying and enforcement of civil penalties under Section 7(a)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1817(a)(1)) for the late filing of Reports of Condition and Reports of Income, and such other reports as the Board may re

on

11a As used in this paragraph (f), the term "applicant bank" means the bank which is applying for merger approval either to the Board of Governors of the Federal Reserve System or to the Comptroller of the Currenсу. .

116 The term “phantom' bank merger" is defined in footnote 2a of this Part 303.

quire under the authority of that Section. In the exercise of the delegated authority, the General Counsel shall consult with the Director of the Division of Bank Supervision or his designated representative before imposing any penalty. At its discretion, the Board may review any action taken under authority of this paragraph. (35 FR 19748, Dec. 30, 1970, as amended at 38 FR 14263, May 31, 1973; 39 FR 16230, May 8, 1974; 40 FR 58128, Dec. 15, 1975; 41 FR 12274, Mar. 25, 1976; 41 FR 31522, July 29, 1976; 42 FR 54408, Oct. 6, 1977; 42 FR 57685, Nov. 4, 1977)

to

§ 303.14 Application procedures.

(a) Scope of section. This section applies to: (1) Applications for deposit insurance by proposed new banks; (2) applications by insured State nonmember banks

establish branches; 11-1 (3) applications by insured State nonmember banks to relocate their main offices or branch offices; (4) applications to merge or to consolidate with, acquire the assets of, or assume the liability to pay any deposits made in, a bank or institution, when the resulting or assuming bank is to be an insured State nonmember bank, and all other applications to merge or to consolidate with, or to assume liabilities, which require the Corporation's prior approval under the Bank Merger Act (12 U.S.C. 1828(c));11c and (5) any other applications, requests or submittals which the Board of Directors in its sole discretion deems appropriate. In the case of applications, requests, or submittals which come within this fifth category,

the applicant will be notified at time its application is accepted filing that the procedures set fort this section shall be followed in nection therewith.

(b) Notice of filing of applicata (1) Notice by publication. (i) In case of “merger transaction" app tions (as defined by the Bank Me Act, 12 U.S.C. 1828(c)(3)), unless Board of Directors determines it act immediately in order to pre the probable failure of one of banks involved, the applicant r publish notice of the proposed to action. This notice shall be publis in a newspaper of general circula in the community or commun where the main offices of the bank institutions involved are located, there is no such newspaper in the munity, then in the newspaper of eral circulation published nea thereto. Publication shall be mad least once each week on the same for five consecutive weeks and, w published in a daily newspaper, additional publication shall be me on the thirtieth day from the dat the first publication. Where the B of Directors of the Corporation de mines that an emergency exists wi requires expeditious action, notice shall be required to be lished daily during a period of at 1 10 calendar days. The published nc shall include the name and main of location of all banks or institution: volved in the transaction and the ject matter of the application. If contemplated that the contin bank will operate the offices of other bank or banks as branches, following statement shall be adde the notice:

It is contemplated that all of the offi the above named banks will continue operated (with the exception of side and location of each office which will n operated)).

(ii) In the case of all other api tions described in paragraph (a this section, within 15 days after Regional Director has notified th plicant in writing that an applic has been accepted for filing, the cant shall publish notice of the posed transaction at least once

16-' For purposes of this section, unless the Corporation determines otherwise, an off-premises electronic facility which receives deposits for more than one depository institution is deemed to constitute a branch only of the bank or banks which own or lease the facility.

I* Except as otherwise provided in paragraph (b)(1), the provisions of this $ 303.14 shall not be applicable to any proposed merger or assumption transaction which the Board of Directors of the Corporation determines must be acted upon immediately to prevent the probable failure of one of the banks involved or must be handled with expeditious action due to an existing emergency condition, as permitted by the Bank Merger Act (12 U.S.C. 1828(c)(6)).

week on the same day for 2 consecutive weeks in a newspaper of general circulation in the community or communities referred to below:

(A) Applications to establish a branch. In the communities in which the home office and the branch to be established are located;

(B) Applications to relocate an office. In the communities in which the home office, office to be closed, and office to be opened are located;

(C) Applications for deposit insurance. In the community in which the home office is located. The published notice shall include the name of the applicant, the subject matter of the application, the location or locations at which the applicant proposes to engage in business, and the date upon which the application was accepted for filing.

(iii) In all instances, immediately after final publication, the applicant shall furnish the Regional Director with a certificate from the publisher and a tear sheet or clipping evidencing the publication.

(1-a) Notice by posting. In the case of applications to relocate home offices or branch offices, in addition to the notice by publication described in paragraph (b)(1) of this section, notice of the application shall be posted in the public lobby of the office(s) to be relocated.

(2) Comments and protests. Anyone who wishes to comment on an application may do so by filing comments in writing with the Regional Director. Anyone who wishes to protest the granting of the application has a right to do so if he or she files a written notice of his or her intent with the Regional Director within 15 days of the last publication of the notice required by paragraph (b)(1) of this section.

(3) Notice of right to comment or protest. In order to fully apprise the public of its rights under paragraph (b)(2) of this section, the notice described in paragraph (b)(1) of this section shall include a statement describing the right to comment upon or protest the granting of the application. This notice shall consist of the following statement:

Any person wishing to comment on this application may file his or her comments in writing with the Regional Director of the Federal Deposit Insurance Corporation at its Regional Office (address of the Regional Office). If any person desires to protest the granting of this application he or she has a right to do so if he or she files a written notice of his or her intent with the Regional Director by (the 15th day following the last date of required publication). The nonconfidential portions of the application are on file in the Regional Office as part of the public file maintained by the Corporation. This file is available for public inspection during regular business hours.

(4) Solicitation of comments by Regional Director. Whenever he deems it appropriate, the Regional Director may solicit comments from any person or institution which, in his opinion, might have an interest in or be affected by the pending application.

(c) Public file-(1) Contents. Subject to the provisions of paragraph (c)(2) of this section, the public file in each case shall consist of:

(i) The application with supporting data and supplementary information.

(ii) Data, comments, and information submitted by interested persons in favor of or in opposition to such application.

(iii) Those portions of the investigation report prepared by the Corporation's field examiner in connection with the application which cover the convenience and needs of the community to be served by the applicant or applicants and either the future earnings prospects or the future prospects of the applicant or applicants.

(iv) Where a hearing has been held pursuant to paragraph (e) of this section, any evidence submitted pursuant to paragraph (f)(3) of this section and the hearing transcript described in paragraph (f)(5) of this section.

(2) Withholding of confidential information. No material described in paragraph (c)(1) of this section shall be included in the public file if it is determined to be confidential by the Corporation under the provisions of 5 U.S.C. 552. In making such determination, the Corporation will generally consider the following information as confidential:

(i) Personal information, the release of which would constitute a clearly unwarranted invasion of privacy.

(ii) Trade secrets and commercial or financial information obtained from a person and deemed by the Corporation to be privileged or confidential.

(iii) Information whose disclosure could seriously affect the financial condition of any financial institution.

(3) Inspection of public file. Any person may inspect the public file. The public file shall be available for inspection in the office of the Region. al Director during regular business hours. No documents in the public file may be removed from the Regional Director's office by persons other than employees of the Corporation. Photocopies will be made available, on request, to all persons. The charge for such copies shall be made in accordance with a written schedule approved by the Board of Directors and maincained by the Regional Director.

(d) Proceedings-(1) Requests for hearing or other proceeding. Once the Corporation's field examiner has completed his investigation of an application subject to the provisions of this section, anyone who, within the 15-day period prescribed in paragraph (b)(2) of this section, filed a written notice of his intent to protest the granting of the application, shall be entitled to file a formal protest and request an opportunity to be heard so long as he does so within 15 days after receipt of the notice set forth in paragraph (d)(2) of this section. 13 He may also request that a hearing be held on the application pursuant to paragraph (e) of this section.

(2) Notice. Upon completion of the investigation by the field examiner or the Regional Office, the Regional Director shall give notice to all persons who filed a written notice of intent to protest the granting of the application within the 15-day period prescribed in paragraph (b)(2) of this section. This notice will be sent by registered or certified mail and shall take substantially the following form:

You are advised that the Federal De Insurance Corporation's field examine: Regional Office) has completed the ini gation of the application filed by (nan applicant) on (date accepted for filing connection with (subject matter of app tion). Portions of the report of investiga (or Regional Office report) have been r. a part of the public file on this applica The public file is available for inspectic the Corporation's Regional Office (add during the hours of -a.m. to -p.m. Pr copies of information in the public file be made available on request. A schedu the charges for such copies can be obta from the Regional Office.

You have 15 days from the date of rec of this notice within which to file a foi protest to the granting of the subject a ca and to request an opportunity t heard. You may also ask that a hearin held on the application pursuant $ 303.14(e) of the Corporation's rules regulations. Should you desire to pre your views orally before a representativ the Corporation designated for that pose, or at a hearing held pursuant $ 303.14(e), you must accompany your quest with a brief statement of your inte in the application and the matters w you wish to discuss.

If the Corporation determines tha hearing or other form of oral presenta should be allowed, you will be advised o date, time, and location.

A copy of this notice has been sent to applicant. Where notice has been sent pursu to this paragraph, the Regional Di: tor shall send a copy to the applica

(3) Form of proceeding. The Coi ration may, at its discretion, decide hold a hearing on the application accordance with paragraph (e) of section; it may decide to hold an in mal proceeding in accordance v paragraph (d)(4) of this section; o may decide not to hold a hearing o informal proceeding in which o where there has been a request fo opportunity to be heard pursuan paragraph (d)(2) of this section, it so advise the applicant and all per who requested an opportunity to heard. A decision as to the forn proceeding to be held will be made more than 30 days after notice been given pursuant to parag (d)(2) of this section.

(4) Informal proceedings. If the poration decides to hold an info proceeding, the Regional Dir

"Where no field investigation has been conducted, the notice in paragraph (d)(2) of this section will be given upon completion of the Regional Office report.

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