Comptroller of the Currency
Administrator of National Banks

• Amendments to part 1, which pertain to investment securities, to provide the OCC with additional flexibility in administering part 1 as investment products evolve, codify existing precedent, and clarify applicable standards;
• Amendments to part 5, which governs national banks’ corporate activities, to:
  - Codify prior OCC interpretive opinions recognizing that national bank operating subsidiaries may take the form of limited partnerships;
  - Update the standards the OCC uses to determine that a national bank exercises control over its operating subsidiary so the standards reflect FASB changes in relevant accounting principles;
  - Clarify when a national bank may file an after-the-fact notice to establish or acquire an operating subsidiary and when the bank must file an application; and
  - Expand the list of operating subsidiary activities eligible for after-the-fact notice;
• Amendments to part 5 to eliminate multiple, repetitive applications when a national bank opens an intermittent branch to provide branch banking services for one or more limited periods of time each year at a specified site during a specified recurring event, such as during a college registration period or a state fair;
• Amendments to part 7, which pertains to national banks’ activities and operations, to provide national banks greater flexibility to facilitate customers’ financial transactions by issuing financial guarantees that are reasonably ascertainable in amount and comply with applicable law;
• Amendments to part 7, to codify OCC electronic banking precedent and adapt the OCC’s rules to certain current developments;
• Amendments to part 16, the OCC’s securities offering disclosure rules, to eliminate unnecessary filing requirements and to clarify the exemptions from the OCC’s registration requirements for certain transactions; and
• Amendments to part 34, which pertains to real estate lending and appraisals, to provide national banks with additional flexibility in the indices that determine adjustments to interest rates in adjustable rate mortgages (ARMs).

• Changes to part 4 (the OCC’s organizational rules) and part 5 (corporate application requirements for national banks) to reflect the OCC’s current organizational structure;
• Changes to conform the OCC’s regulations – at parts 5 (corporate activities), 23 (leasing), 31 (extensions of credit to insiders and transactions with affiliates), and 32 (lending limits) – to Regulation W issued by the Board of Governors of the Federal Reserve System (Federal Reserve Board)², which governs transactions between Federal Reserve member banks and their affiliates and implements sections 23A and 23B of the Federal Reserve Act;³
• Amendments to part 9 (fiduciary activities of national banks) and part 12 (Securities Exchange Act disclosure rules) to reflect changes in certain regulations adopted by the Securities and Exchange Commission (SEC);
• Amendments to part 31 to remove an obsolete interpretation relating to loans to third parties secured by both affiliate-issued securities and nonaffiliate collateral;
• Amendments to various provisions in OCC rules to implement section 8 of the 2004 District of Columbia Omnibus Authorization Act,⁴ which removed the OCC as the appropriate federal banking agency for financial institutions established under the Code of Law for the District of Columbia (DC banks) and substituted the FDIC or the Federal Reserve Board, as appropriate to the bank’s charter type; and
• Amendments to conform our regulations to the changes made by the Financial Services Regulatory Relief Act of 2006 (FSRRA)⁵, which was enacted on October 13, 2006 (FSRRA) , including:
  - Amendments to part 5 that simplify a national bank’s authority to pay a dividend and that remove the geographic limits with respect to bank service companies;
  - Amendments to the OCC’s Change in Bank Control Act (CBCA) regulation, § 5.50, that (1) provide that a CBCA notice must include information on the future prospects of the national bank to be acquired, (2) permit the OCC to consider the future prospects of the bank as a basis to issue a notice of disapproval, and (3) permit the OCC to impose conditions on its action not to disapprove a CBCA notice;
  - Amendments to part 7 that permit national banks to choose whether to provide for cumulative voting in the election of their directors;
  - Amendments to part 19 that reflect changes to the OCC’s enforcement authority with respect to institution-affiliated parties; and
  - Amendments to part 24 (community development investments) that implement section 305 of the FSRRA.

/signed/           Julie L. Williams First Senior Deputy Comptroller and Chief Counsel