OCC 2003-47	
OCC Bulletin

Subject:      Rules, Policies, and Procedures for Corporate Activities; 
              Bank Activities and Operations; and Real Estate Lending and 
              Appraisals
Description:  Final Rule

Date:         December 18, 2003
 
TO:  Chief Executive Officers of All National Banks, Federal Branches and 
     Agencies, Department and Division Heads, and All Examining Personnel

The Office of the Comptroller of the Currency (OCC) published the 
attached final rule in the Federal Register on December 17, 2003.  The 
final rule amends 12 CFR parts 3, 5, 6, 7, 9, 28, and 34 of its 
regulations.  The final rule will become effective on January 16, 2004.  
Entities subject to the rulemaking may comply with the regulations prior 
to the effective date.

The revisions to parts 5 and 7 implement several sections of the American 
Homeownership and Economic Opportunity Act of 2000 (AHEOA), which enables 
national banks to undertake certain corporate organizational changes more 
efficiently than under previous law, and also provides for more modern 
corporate governance mechanisms for national banks.  The sections of AHEOA 
implemented by the final rule are:

· Section 1204, which permits national banks to reorganize directly to 
  become subsidiaries of a holding company;
· Section 1205, which increases the maximum term of service for national 
  bank directors, permits a national bank to adopt bylaws allowing for 
  staggered terms for directors in accordance with OCC regulations and 
  permits national banks to apply for permission to have more than 25 
  directors; and
· Section 1206, which permits national banks to merge with one or more 
  of their nonbank affiliates, subject to OCC approval.

The final rule also includes amendments to several other OCC regulations.  
The final rule revises several provisions of the corporate procedures and 
the bank activities regulations to make clarifying changes or updates 
based on recent developments in the law.  It amends the fiduciary 
activities rules to modify the required timing of valuation for certain 
collective investment funds.  Finally, it revises a provision of the real 
estate lending rules, which address the OCC's authority with respect to 
real estate lending for national banks, to conform with a change that was 
made to the underlying statute.

For further information, contact Andra Shuster, counsel, Legislative and 
Regulatory Activities Division at (202) 874-5090.


						
Julie L. Williams
First Senior Deputy Comptroller and Chief Counsel


Attachment—68 FR 70122