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Home > Regulation & Examinations > Laws & Regulations > Delegations of Authority: Board Resolution



Delegations of Authority: Board Resolution



Excerpt from Board Resolution 071098, dated December 3, 2002, regarding Delegations of Authority:

. . .BE IT FURTHER RESOLVED, that "Delegations of Authority Relating to Filings and Enforcement Matters" are hereby adopted and approved:

DELEGATIONS OF AUTHORITY RELATING TO FILINGS AND ENFORCEMENT MATTERS

A. Definitions and General Delegations

(1) As used in these Delegations of Authority, the following terms shall have the meaning set forth below.

  1. The term "Director" means the Director of the Division of Supervision and Consumer Protection (DSC) or, in the event such title becomes obsolete, an official of equivalent or higher authority within the FDIC.


  2. "DSC" means the Division of Supervision and Consumer Protection or, in the event the Division of Supervision and Consumer Protection is reorganized, such successor division.


  3. "Filing" means an application, notice or request submitted to the FDIC pursuant to 12 C. F. R. part 303.


  4. "General Counsel" means the head of the Legal Division of the FDIC or any official within the Legal Division exercising equivalent authority for purposes of these delegations.

(2) Decisions.

  1. Delegation of authority for requests for reconsideration. This section (2) contains delegations of authority to DSC with Legal Division concurrence as provided herein to resolve requests for reconsideration under certain circumstances. Where confirmed in writing, the Director and the General Counsel can redelegate their authority under this section (2). Authority is delegated to:


    1. Grant a request for reconsideration, after consultation with the Legal Division; and


    2. Deny a request for reconsideration, after consultation with the Legal Division. Such a denial is a final agency decision and is not appealable.


  2. Reconsideration of the filing. If a request for reconsideration is granted pursuant to 12 C.F.R. § 303.11(f), the filing will be reconsidered as follows:


    1. The Board will reconsider any such filing if the filing was originally denied by the Board.


    2. Authority is delegated to the FDIC's Supervision Appeals Review Committee to reconsider any such filing if the filing was originally denied by the Director and to make the final agency decision on such filing, after consultation with the Legal Division.


    3. Authority is delegated to the Director to reconsider any such filing that was originally denied by a regional director and to make the final agency decision on such filing, after consultation with the Legal Division.


    4. Notwithstanding paragraphs (b)(ii) and (iii) of this section (2), no reconsideration of a filing that originally required Legal Division concurrence may be acted upon without Legal Division concurrence.


  3. Retained and delegated authority.


    1. The Board retains authority to issue notices of intent and temporary and final orders under 12 C.F.R. § 303.11(g), as to any decision on a filing originally acted on by the Board.


    2. For decision on filings under 12 C.F.R. § 303.11(g) that were not originally acted on by the Board, authority is delegated to the Director to issue notices of intent and final orders, after consultation with the Legal Division.


    3. Authority is delegated to the Director to issue temporary orders under 12 C.F.R. § 303.11(g), after consultation with the Legal Division.


    4. This delegated authority may be exercised only by the official who acted on the original filing or an official of equivalent or higher authority.


(3) General rules governing delegations of authority.

  1. Scope - This section (3) contains general rules governing the Board's delegations of authority. The principles are procedural in nature only and are not substantive standards. All delegations of authority, confirmations, limitations, revisions, and rescissions under these delegations of authority will be maintained with the Executive Secretary. The delegations of authority will also be available on the FDIC's External Web Page and the Legal Division's Web Page.


  2. Authority Not Delegated and authority Retained - Except as otherwise expressly provided, the FDIC Board of Directors does not delegate its authority. In addition, the Board retains the authority to act on any filing or enforcement matter upon which any member of the Board of Directors wishes to act, even if the authority to act on such filing or enforcement matter has been delegated.


  3. Exercise of delegated authority not mandated - Any FDIC official with delegated authority under these delegations may elect not to exercise that authority.


  4. Action by FDIC officials - In matters where the Board has neither specifically delegated nor retained authority, FDIC officials may take action with respect to matters which generally involve conditions or circumstances requiring prompt action to protect the interests of the FDIC and to achieve flexibility in and expedite its functions under these delegations.


  5. Construction - The delegations of authority contained herein are to be broadly construed in favor of the existence of authority in FDIC officials who act under delegated authority. Any exercise of authority under these delegations by an FDIC official is conclusive evidence of that official's authority.


  6. Written confirmations, limitations, revision or rescissions - Where the Board has delegated authority to the Director or the General Counsel, or their respective delegates, each shall have the right to confirm, limit, revise, or rescind in writing any delegation of authority issued or approved by them, respectively, to any subordinate official(s).


(4) Delegations of authority to officials in the Division of Supervision and Consumer Protection.

  1. CRA protests. Where a Community Reinvestment Act (12 U.S.C. 2901 et seq.) (CRA) protest is filed and remains unresolved, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s), to concur that approval of any filing subject to CRA is consistent with the purposes of CRA.


  2. Adequacy of filings. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to determine whether a filing is substantially complete for purposes of commencing processing.


  3. National Historic Preservation Act. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to enter into memoranda of agreement pursuant to regulations of the Advisory Council on Historic Preservation which implement the National Historic Preservation Act of 1966 (16 U.S.C. 470) (NHPA).


  4. Modification of publication requirements. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to modify the publication requirements for a particular filing where the unusual circumstances surrounding the filing warrant such modification.


  5. Agreements with foreign regulatory or supervisory authorities. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to act on information sharing agreements with foreign regulatory or supervisory authorities.


(5) Investigations and Examinations. The Board of Directors and the Director and, where confirmed in writing, the Director's delegate(s) may examine or investigate and evaluate facts related to any chapter III filing to the extent necessary to reach an informed decision and take any action necessary or appropriate under the circumstances.

B. Deposit Insurance

(1) This section B contains delegations of authority to DSC with Legal Division concurrence as provided herein to act on filings regarding deposit insurance under certain circumstances. Where confirmed in writing, the Director and the General Counsel can redelegate their authority under this section B.

(2) Proposed depository institutions.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications for deposit insurance for proposed depository institutions. To exercise this authority, the criteria in paragraphs (2)(a)(i) through (2)(a)(v) of this section B must be satisfied and the applicant shall have agreed in writing to comply with any conditions imposed, other than those listed in paragraph (5) of this section B which may be imposed without the applicant's consent.


    1. The factors set forth in section 6 of the Federal Deposit Insurance (FDI) Act (12 U.S.C. 1816) have been considered and favorably resolved;


    2. No unresolved management interlocks, as prohibited by the Depository Institution Management Interlocks Act (12 U.S.C. 3201 et seq.), 12 C.F.R. part 348, or any other applicable implementing regulation exist;


    3. The application is in conformity with the standards and guidelines for the granting of deposit insurance established in the FDIC Statement of Policy on Applications for Deposit Insurance (2 FDIC Law, Regulations and Related Acts (FDIC) 5349);


    4. Compliance with the CRA, the National Environmental Protection Act (42 U.S.C. 4321 et seq.) (NEPA), the NHPA and any applicable related regulations, including 12 C.F.R. part 345, has been considered and favorably resolved; and


    5. No CRA protest as defined in 12 C.F.R. § 303.2(l) has been filed which remains unresolved or, where such a protest has been filed and remains unresolved, the Director and, where confirmed in writing, the Director's delegate(s) concurs that approval is consistent with the purposes of the CRA and the applicant agrees in writing to any conditions imposed regarding the CRA.


  2. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications for deposit insurance filed by or on behalf of proposed interim depository institutions formed or organized solely for the purpose of facilitating a merger transaction which will be reviewed by the responsible agency as defined in section 18(c)(2) of the FDI Act. To exercise this authority, the criteria in paragraphs (2)(a)(i) through (2)(a)(v) of this section B must be satisfied and the applicant must agree in writing to comply with any conditions imposed, other than those listed in paragraph (5) of this section B, which may be imposed without the applicant's consent.


(3) Operating noninsured depository institutions. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications for deposit insurance by operating noninsured depository institutions. To exercise this authority, the following criteria must be satisfied and the applicant must have agreed in writing to comply with any condition imposed, other than those listed in paragraph (5) of this section B, which may be imposed without the applicant's consent:

  1. The applicant is determined to be eligible for federal deposit insurance for the class of institution to which the applicant belongs in the state (as defined in section 3(a) of the FDI Act (12 U.S.C. 1813(a)) in which the applicant is located;


  2. The factors set forth in section 6 of the FDI Act (12 U.S.C. 1816) have been considered and favorably resolved;


  3. No unresolved management interlocks, as prohibited by the Depository Institution Management Interlocks Act (12 U.S.C. 3201 et seq.), 12 C.F.R. part 348, or any other applicable implementing regulation, exist;


  4. The application is in conformity with the standards and guidelines for the granting of deposit insurance to operating noninsured depository institutions established in the "FDIC Statement of Policy on Applications for Deposit Insurance" (2 FDIC Law, Regulations and Related Acts (FDIC) 5349);


  5. Compliance with the CRA, the NEPA, the NHPA, and any applicable related regulations, including 12 C.F.R. part 345, has been considered and favorably resolved; and


  6. No CRA protest as defined in 12 C.F.R. § 303.2(l) has been filed which remains unresolved or, where such a protest has been filed and remains unresolved, the Director and, where confirmed in writing, the Director's delegate(s) concurs that approval is consistent with the purposes of the CRA and the applicant agrees in writing to any conditions imposed regarding the CRA.


(4) Continuation of deposit insurance upon withdrawing from membership in the Federal Reserve System. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve continuation of federal deposit insurance where the applicant has agreed in writing to comply with any conditions imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd) which may be imposed without the applicant's written consent.

(5) Conditions that may be imposed under delegated authority. Following are conditions which may be imposed in approving applications for deposit insurance without affecting the authority granted under paragraphs (1), (2), and (3) of this section B:

  1. The applicant will provide a specific amount of initial paid in capital;


  2. With respect to a proposed depository institution that has applied for deposit insurance pursuant to this section B, the Tier 1 capital-to-assets leverage ratio (as defined in the appropriate capital regulation and guidance of the institution's primary federal regulator) will be maintained at not less than eight percent throughout the first three years of operation and an adequate allowance for loan and lease losses will be provided;


  3. Any changes in proposed management or proposed ownership to the extent of 10 percent or more of stock, including new acquisitions of or subscriptions to 10 percent or more of stock shall be approved by the FDIC prior to the opening of the depository institution for business;


  4. The applicant will adopt an accrual accounting system for maintaining the books of the depository institution;


  5. Where applicable, deposit insurance will not become effective until the applicant has been granted a charter as a depository institution and has authority to conduct a depository institution business, and its establishment and operation as a depository institution have been fully approved by the appropriate state and/or federal supervisory authority;


  6. Where deposit insurance is granted to an interim institution formed or organized solely to facilitate a related transaction, deposit insurance will only become effective in conjunction with consummation of the related transaction;


  7. Where applicable, a registered or proposed bank holding company, or a registered or proposed thrift holding company, has obtained approval of the Board of Governors of the Federal Reserve System or the Office of Thrift Supervision, as applicable, to acquire voting stock control of the proposed depository institution prior to its opening for business;


  8. Where applicable, the applicant has submitted any proposed contracts, leases, or agreements relating to construction or rental of permanent quarters to the appropriate regional director for review and comment;


  9. Where applicable, full disclosure has been made to all proposed directors and stockholders of the facts concerning the interest of any insider in any transactions being effected or then contemplated, including the identity of the parties to the transaction and the terms and costs involved. An insider is one who is or is proposed to be a director, officer, or incorporator of an applicant; a shareholder who directly or indirectly controls 10 or more percent of any class of the applicant's outstanding voting stock; or the associates or interests of any such person;


  10. The person(s) selected to serve as the principal operating officer(s) shall be acceptable to the appropriate regional director;


  11. The applicant will have adequate fidelity coverage;


  12. The depository institution will obtain an audit of its financial statements by an independent public accountant annually for at least the first three years after deposit insurance is effective, and submit to the appropriate FDIC office (i) a copy of the audited annual financial statements and the independent auditor's report thereon within 90 days after the end of the depository institution's fiscal year, (ii) a copy of any other reports by the independent auditor (including any management letters) within 15 days after their receipt by the depository institution, and (iii) written notification within 15 days when a change in the depository institution's independent auditor occurs.


  13. Any standard condition defined in 12 C.F.R. § 303.2(dd).


(6) Authority retained by the FDIC Board of Directors.

Without limiting the Board's authority, the Board retains authority to deny applications for deposit insurance and approve applications for deposit insurance where the applicant does not agree in writing to comply with any condition imposed by the FDIC, other than the standard conditions listed in paragraph (5) of this section B, which may be imposed without the applicant's written consent.

C. Establishment and Relocation of Domestic Branches and Offices

(1) Approval of applications.

  1. Where the applicant agrees in writing to comply with any conditions imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd) which may be imposed without the applicant's written consent, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve the applications listed in this paragraph (1)(a). To exercise this authority, the criteria in paragraphs (3)(a) through (3)(g) of this section C must be satisfied.


    1. Establish a branch;


    2. Establish and operate a de novo branch in a state that is not the applicant's home state and in which the applicant does not maintain a branch;


    3. Relocate a main office (including an application to relocate a main office to another state and retain existing branches); and


    4. Relocate a branch.


  2. Where the applicant does not agree in writing to comply with any condition imposed, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve the applications listed in paragraph (1)(a) of this section C.


(2) Denial of applications.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny an application to establish a temporary branch.


  2. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny an application for consent to:


    1. Establish a branch;


    2. Establish and operate a de novo branch in a state that is not the applicant's home state and in which the applicant does not maintain a branch;


    3. Relocate a main office (including an application to relocate a main office to another state and retain existing branches); and


    4. Relocate a branch.


(3) Criteria for delegated authority. The following criteria must be satisfied before the authority delegated in paragraph (1) of this section C may be exercised:

  1. The factors set forth in section 6 of the FDI Act (12 U.S.C. 1816) have been considered and favorably resolved;


  2. The applicant meets the capital requirements set forth in 12 C.F.R. part 325 and the FDIC "Statement of Policy on Capital Adequacy" (12 C.F.R. part 325, appendix B) or agrees in writing to increase capital so as to be in compliance with the requirements of 12 C.F.R. part 325 before or at the consummation of the transaction which is the subject of the filing, except that this criterion does not apply to applications to establish messenger services and temporary branches, or to relocate branches or main offices;


  3. Any financial arrangements which have been made in connection with the proposed branch or relocation and which involve the applicant's insiders are fair and reasonable in comparison to similar arrangements that could have been made with independent third parties;


  4. Compliance with the CRA, the NEPA, the NHPA, and any applicable related regulations, including 12 C.F.R. part 345, has been considered and favorably resolved;


  5. No CRA protest as defined in 12 C.F.R. § 303.2(l) has been filed which remains unresolved or, where such a protest has been filed and remains unresolved, the Director or, where confirmed in writing, the Director's delegate(s) concurs that approval is consistent with the purposes of the CRA and the applicant agrees in writing to any conditions imposed regarding the CRA;


  6. An applicant with one or more existing branches in a state other than the applicant's home state has not failed the credit needs test in a host state under section 109 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (12 U.S.C. 1835a).


  7. Additionally, for applications submitted to establish and operate a de novo branch in a state that is not the applicant's home state and in which the applicant does not maintain a branch:


    1. Confirmation by the appropriate regional director that the applicant has complied with that state's filing requirements and that the applicant also has submitted to the host state bank supervisor a copy of its FDIC filing to establish and operate a de novo branch;


    2. Determination by the FDIC that the applicant is adequately capitalized as of the date of the filing and will continue to be adequately capitalized and adequately managed upon consummation of the transaction;


    3. Confirmation that the host state has in effect a law that meets the requirements of section 18(d)(4)(A) of the FDI Act (12 U.S.C. 1828(d)(4)(A)); and


    4. Compliance with section 44(b)(3) of the FDI Act (12 U.S.C. 1831u(b)(3)); and


  8. Additionally, for applications submitted to relocate a main office from one state to another where the applicant seeks to retain branches in the state where the applicant's main office exists prior to an interstate relocation of the main office, confirmation that the filing meets the requirements of section 18(d)(3)(B) of the FDI Act (12 U.S.C. 1828(d)(3)(B)).


D. Merger Transactions

(1) General.

  1. Bank Merger Act approval. Subject to paragraphs (1)(c), (4) and (5) of this section D, authority is delegated in paragraphs (2) and (3) of this section D to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications filed under the Bank Merger Act, 18(c) of the FDI Act (12 U.S.C. 1828(c)).


  2. Interstate merger approval. With respect to an interstate merger transaction covered by section 44 of the FDI Act (12 U.S.C. 1831u), in addition to the authority delegated to any official in paragraphs (2), (3), and (4) of this section D to approve the merger transaction under the Bank Merger Act, authority is also delegated to such official to approve the merger transaction under section 44. This delegation is subject to paragraph (1)(c) of this section D and to the condition that the merger transaction is eligible for FDIC approval under section 44.


  3. Combined approvals. The delegations in paragraphs (1)(b), (2), and (3) of this section D do not apply to an interstate bank merger transaction covered both by section 44 and by the Bank Merger Act unless the merger transaction is being approved pursuant to delegated authority under both section 44 and the Bank Merger Act.


(2) Basic delegation. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications under the Bank Merger Act. To exercise this authority, the following criteria must be satisfied:

  1. The resulting institution would meet all applicable capital requirements upon consummation of the transaction (or, where the resulting entity is an insured branch of a foreign bank, would be in compliance with 12 C.F.R. § 347.211 upon consummation of the transaction); and


  2. The factors set forth in section 18(c)(5) and (11) of the FDI Act (12 U.S.C. 1828(c)(5) and (11)) have been considered and favorably resolved; and


  3. The merging institutions do not operate in the same relevant geographic market(s) or if they do operate in the same relevant geographic markets, the Attorney General has notified the FDIC in writing that the proposed merger transaction would not have a significantly adverse effect on competition.


  4. Compliance with the CRA and any applicable related regulations, including 12 C.F.R. part 345, has been considered and favorably resolved; and


  5. No CRA protest as defined in 12 C.F.R. § 303.2(l) has been filed which remains unresolved or, where such a protest has been filed and remains unresolved, the Director or, where confirmed in writing, the Director's delegate(s) concurs that approval is consistent with the purposes of the CRA, and the applicant agrees in writing to any conditions imposed regarding the CRA; and


  6. The applicant agrees in writing to comply with any conditions imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd), which may be imposed without the applicant's written consent.


(3) Corporate reorganizations; interim merger transactions. In addition to the delegations otherwise provided for in this section D, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve:

  1. An application for a corporate reorganization or an interim merger transaction that satisfies the criteria set forth in paragraphs (2)(e) and (f) of this section D; and


  2. Any related application for deposit insurance.


(4) Limitations. The delegations in paragraphs (2) and (3) of this section D do not apply if:

  1. The Attorney General has determined that the merger transaction would have a significantly adverse effect on competition; or


  2. The FDIC has made a determination pursuant to section 18 (c)(6) of the FDI Act (12 U.S.C. 1828(c)(6)) that an emergency exists requiring expeditious action or that the transaction must be consummated immediately in order to avoid a probable failure.


(5) Review of competitive factors reports. In deciding whether to approve a merger transaction under the authority delegated by this section D, the Director or, where confirmed in writing, the Director's delegate(s) shall review any reports provided by the Attorney General, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or the Director of the Office of Thrift Supervision in response to a request by the FDIC for reports on the competitive factors involved in the proposed merger transaction.

(6) Competitive factor reports provided by the FDIC. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to furnish requested reports to the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, or the Director of the Office of Thrift Supervision on the competitive factors involved in any merger transaction subject to approval by one of those agencies, if the Director or, where confirmed in writing, the Director's delegate(s) determines that the proposed merger transaction would not have a substantially adverse effect on competition.

(7) Authority retained by the FDIC Board of Directors

Without limiting the authority of the Board of Directors, the Board of Directors retains authority to act on applications covered by this section D if the criteria or other conditions for delegation are not satisfied. This includes the retention of authority to deny applications for merger transactions. It further includes retention of authority to approve applications for merger transactions where:

  1. The applicant does not agree in writing to comply with any conditions imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd), which may be imposed without the applicant's written consent; or


  2. The Attorney General has notified the FDIC in writing that the proposed merger transaction would have a significantly adverse effect on competition.


E. Change in Bank Control

(1) Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to issue a written notice of the FDIC's intent not to disapprove an acquisition of control of an insured state nonmember bank.

(2) The authority delegated by paragraph (1) of this section E shall include the power to:

  1. Act in situations where information is submitted on acquisitions arising out of events beyond the person's control, as set forth in 12 C.F.R. § 303.83(b);


  2. Extend notice periods;


  3. Determine whether a notice should be filed under section 7(j) of the FDI Act (12 U.S.C. 1817(j)) by a person acquiring less than 25 percent of any class of voting shares of an insured state nonmember bank; and


  4. Delay or waive publication, waive or shorten the public comment period, or act on a proposed acquisition of control prior to the expiration of the public comment period, as provided in 12 C.F.R. §§ 303.86(b) and (c).


(3) Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to disapprove an acquisition of control of an insured state nonmember bank.

F. Change of Director or Senior Executive Officer

The following authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to:

(1) Designate an insured state nonmember bank as being in troubled condition;

(2) Grant waivers of the prior notice requirement;

(3) Extend the 30-day processing period for an additional period of up to 60 days in the event of extenuating circumstances; and

(4) Issue notices of disapproval or notices of intent not to disapprove under this section F.

G. Activities of Insured State Banks

(1) Instruments having the character of debt securities. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to make determinations contemplated under 12 C.F.R. §§ 362.2(h) and 362.3(b)(2)(iii)(B).

(2) Other applications, notices, and actions. The authority to review and act upon applications and notices filed pursuant to this section G and to take any other action authorized by subpart G of 12 C.F.R. part 303 or subparts A, B, and E of 12 C.F.R. part 362 is delegated to the Director and, where confirmed in writing, to the Director's delegate(s).

H. Activities of Insured Savings Associations

(1) Instruments having the character of debt securities. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to make determinations contemplated under 12 C.F.R.§§ 362.2(h) and 362.3(b)(2)(iii)(B).

(2) Other applications, notices, and actions. The authority to review and act upon applications and notices filed pursuant to this section H and to take any other action authorized by subpart H of 12 C.F.R. part 303 or subparts C and D of 12 C.F.R. part 362 is delegated to the Director and, where confirmed in writing, to the Director's delegate(s).

I. Mutual-to-Stock Conversions

(1) Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to issue a letter of non-objection to an institution proposing to convert when the proposed conversion transaction is determined not to pose a risk to the institution's safety or soundness, violate any law or regulation, present a breach of fiduciary duty, and not to raise any unique legal or policy issues. Such authority will be exercised in accordance with the time periods contained in 12 C.F.R. § 303.163, unless the institution proposing to convert agrees to a longer time period.

(2) Authority to approve or deny a waiver under 12 C.F.R. § 303.162 is retained by the Board of Directors, except authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to act on requests to waive the depositor vote requirements in Section 333.4(c)(2) of Chapter III when the requests are based on the need for the bank to comply with applicable state law in effect as of January 1, 1999, that provides for voting by corporators as the only depositor voting mechanism for state-chartered, mutual savings banks, or prohibits depositors of state-chartered, cooperative savings banks in mutual form from voting by proxy. Authority is delegated to the Director and Deputy Director (DSC) to act on such waiver requests.

(3) Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to accept notices of intent to convert to stock form and to extend the initial 60-day period within which FDIC may object by an additional 60 days.

J. International Banking

(1) Establishing, moving or closing a foreign branch of a state nonmember bank; 12 C.F.R. § 347.103.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve an application under 12 C.F.R. § 303.182(c) if the following criteria are satisfied:


    1. The requirements of section 402 the NHPA Amendments Act have been favorably resolved;


    2. The applicant will only conduct activities authorized by 12 C.F.R. § 347.103(a); and


    3. If the foreign branch will be located in a foreign country in which applicable law or practice would limit the FDIC's access to information for supervisory purposes, the Director or the Director's delegate(s) is satisfied that adequate arrangements have been made (through conditions imposed in connection with the approval and agreed to in writing by the applicant) to ensure that the FDIC will have necessary access to information for supervisory purposes.


(2) Investment by insured state nonmember banks in foreign organizations; 12 C.F.R. § 347.108.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications under 12 C.F.R. § 303.183(c) so long as:


    1. The investment complies with the amount limits in 12 C.F.R. §§ 347.104 through 347.107 and is in a foreign organization which only conducts such activities as authorized thereunder; and


    2. For foreign investments resulting in the applicant holding 20 percent or more of the voting equity interests of the foreign organization or controlling such organization, if the organization is located in a foreign country in which applicable law or practice would limit the FDIC's access to information for supervisory purposes, the Director or the Director's delegate(s) is satisfied that adequate arrangements have been made (through conditions imposed in connection with the approval and agreed to in writing by the applicant) to ensure that the FDIC will have necessary access to information for supervisory purposes.


(3) Moving an insured branch of a foreign bank.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve an application under 12 C.F.R. § 303.184. To exercise this authority, the following criteria must be satisfied.


    1. The factors set forth in section 6 of the FDI Act (12 U.S.C. 1816) have been considered and favorably resolved;


    2. The applicant is at least adequately capitalized as defined in subpart B of 12 C.F.R. part 325;


    3. Any financial arrangements which have been made in connection with the proposed relocation and which 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;


    4. Compliance with the CRA, the NEPA, the NHPA and any applicable related regulations, including 12 C.F.R. part 345, has been considered and favorably resolved;


    5. No CRA protest as defined in 12 C.F.R. § 303.2(l) has been filed which remains unresolved or, where such a protest has been filed and remains unresolved, the Director or, where confirmed in writing, the Director's delegate(s) concurs that approval is consistent with the purposes of the CRA and the applicant agrees in writing to any conditions imposed regarding the CRA; and


    6. The applicant agrees in writing to comply with any conditions imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd) which may be imposed without the applicant's written consent.


  2. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications under this section J which meet all criteria in paragraph 3(a) above except that the applicant does not agree in writing to comply with any condition imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd) which may be imposed without the applicant's written consent.


  3. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny applications under this section J.


(4) Approval for an insured state branch of a foreign bank to conduct activities not permissible for Federal branches; 12 C.F.R. § 347.213.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve plans of divestiture and cessation submitted pursuant to 12 C.F.R. § 303.187(b).


K. Prompt Corrective Action

Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny the following applications, requests or petitions submitted pursuant to this section K:

(1) Applications filed pursuant to section 38 of the FDI Act (12 U.S.C. 1831o) (prompt corrective action), including applications to make a capital distribution;

(2) Applications for acquisitions, branching, and new lines of business (except that the delegation is limited to the authority as delegated to approve or deny any concurrent application filed pursuant to section 18(c) or (d) of the FDI Act (12 U.S.C. 1828(c) or (d));

(3) Applications to pay a bonus or increase compensation;

(4) Applications for an exception to pay principal or interest on subordinated debt; and

(5) Applications by critically undercapitalized insured depository institutions to engage in any restricted activity listed in this section K.

L. Section 19 of the FDI Act (Consent to Service of Persons Convicted of Certain Criminal Offenses)

(1) Approvals. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications made by insured depository institutions pursuant to section 19 of the FDI Act, after consultation with the Legal Division; provided however, that authority may not be delegated by the Director where the applicant's primary supervisory authority interposes any objection to such application.

(2) Denials. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny applications made by insured depository institutions pursuant to section 19 of the FDI Act.

(3) Concurrent legal certification. The authority to deny applications delegated under this section L shall be exercised only upon the concurrent certification by the General Counsel or, where confirmed in writing, by the General Counsel's delegate(s) that the action taken is not inconsistent with section 19 of the FDI Act.

(4) Conditions on application approvals. The Director's delegates acting under delegated authority under this section L may impose any of the following conditions on the approval of applications, as appropriate in individual cases:

  1. A participant or institution-affiliated party of an institution shall be bonded to the same extent as others in similar positions; and/or


  2. When deemed necessary, the prior consent of the appropriate regional director shall be required for any proposed significant changes in duties and/or responsibilities of the person who is the subject of the application.


(5) Authority not delegated by FDIC Board of Directors. The FDIC Board of Directors has not delegated its authority to consider and act upon an application under section 19 of the FDI Act after a hearing held in accordance with the provisions of 12 C.F.R. part 308.

M. Other Filings

(1) Reduce or retire capital stock or capital debt instruments.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny an application pursuant to section 18(i)(1) of the FDI Act (12 U.S.C. 1828(i)) to reduce the amount or retire any part of common or preferred capital stock, or to retire any part of capital notes or debentures.


(2) Exercise of trust powers.

  1. Where the criteria listed in paragraph (b) of this section, entitled Exercise of Trust Powers, are satisfied and the applicant agrees in writing to comply with any conditions imposed by the approving FDIC official, other than the standard conditions defined in 12 C.F.R. § 303.2(dd), which may be imposed without the applicant's written consent, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications for the FDIC's consent to exercise trust powers.


  2. The following criteria must be satisfied before the authority delegated in paragraph (a) of this section, entitled Exercise of Trust Powers, may be exercised:


    1. The factors set forth in section 6 of the FDI Act (12 U.S.C. 1816) have been considered and favorably resolved;


    2. The proposed management of the trust business is determined to be capable of satisfactorily handling the anticipated business; and


    3. The applicant's board of directors formally has adopted the FDIC Statement of Principles of Trust Department Management available from any FDIC regional director.


  3. Denials and certain conditional approvals. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to:


    1. Deny applications for trust powers; and


    2. Approve applications for trust powers where the criteria listed in paragraph (a)(2) of this section, entitled Exercise of Trust Powers, are satisfied but the applicant does not agree in writing to comply with any condition imposed, other than the standard conditions defined in 12 C.F.R. § 303.2(dd) which may be imposed without the applicant's written consent.


(3) Brokered deposit waivers.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny brokered deposit waiver applications. Based upon a preliminary review, the Director or delegate(s) may grant a temporary waiver for a short period in order to facilitate the orderly processing of a filing for a waiver.


(4) Golden parachute and severance plan payments.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or to deny filings to make:


    1. Excess nondiscriminatory severance plan payments as provided by 12 C.F.R. § 359.1(f)(2)(v); and


    2. Golden parachute payments permitted by 12 C.F.R. § 359.4.


(5) Waiver of liability for commonly controlled depository institutions.

  1. Authority retained by FDIC Board of Directors. The FDIC Board of Directors retains the authority to act on any application for waiver of liability of commonly controlled depository institutions.


(6) Insurance fund conversions.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny filings for insurance fund conversions involving the transfers of deposits between the SAIF and the BIF.


(7) Conversion with diminution of capital.

  1. Approvals. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve applications to convert with diminution of capital.


  2. Denials. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny applications to convert with diminution of capital.


(8) Continue or resume status as an insured institution following termination under section 8 of the FDI Act.

Authority retained by FDIC Board of Directors. The FDIC Board of Directors retains the authority to act on any application to continue or resume status as an insured institution following termination under section 8 of the FDI Act (12 U.S.C. 1818).

(9) Truth in Lending Act - Relief from reimbursement.

  1. Denial of initial requests for relief. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to deny initial requests for relief from the requirement for reimbursement under section 608(a)(2) of the Truth in Lending Simplification and Reform Act (15 U.S.C. 1607(e)(2)); provided however, that the Director's delegate(s) is not authorized to deny any request where the estimated amount of reimbursement is greater than $25,000.


  2. Approval of initial requests for relief. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve requests for relief from the requirement for reimbursement under section 608(a)(2) of the Truth in Lending Simplification and Reform Act (15 U.S.C. 1607(a)(2)).


  3. Legal concurrence. The authority delegated under this section, entitled Truth in Lending Act - Relief From Reimbursement, shall be exercised only upon concurrent certification by the General Counsel or, in cases where the Director's delegate(s) denies requests for relief, by the General Counsel's delegate(s), that the action taken is not inconsistent with the Truth in Lending Simplification and Reform Act.


(10) Management official interlocks.

Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny a request to establish a management official interlock pursuant to 12 C.F.R. §§ 348.5 or 348.6 or section 205(8) of the Depository Institutions Management Interlocks Act (12 U.S.C. 3207, 12 U.S.C. 1823(k)).

(11) Modification of conditions.

  1. Authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny requests to modify the requirements of a prior approval of a filing issued by the FDIC subject to the following criteria;


    1. The Legal Division is consulted to the same extent as was required for approval of the original filing; and


    2. The approving delegate had the authority to approve the original filing.


(12) Extension of time.

  1. Except as provided in paragraph (b) of this section, entitled Extension of Time, authority is delegated to the Director and, where confirmed in writing, to the Director's delegate(s) to approve or deny requests for extensions of time within which to perform acts or fulfill conditions required by a prior FDIC action on a filing of the insured depository institution.


  2. Limits on exercise of delegated authority.


    1. An extension of time may not exceed one year; however, more than one extension may be granted regarding a particular filing.


    2. Notwithstanding the delegations in paragraph (a) of this section, entitled Extension of Time, no delegate shall have the authority to deny an extension of time request unless that delegate has the authority to deny the original filing upon which the extension of time is predicated.


N. Enforcement Delegations

(1) Delegations of authority related to enforcement actions.

This section (1) contains delegations of authority to DSC with Legal Division certification relating to the initiation, prosecution, and settlement of administrative enforcement actions under the FDI Act and other laws and regulations enforced by the FDIC, including investigations and subpoenas. Where confirmed in writing, the Director and the General Counsel can redelegate their administrative enforcement authority.

(2) Issuance of notification to primary regulator under section 8(a) of the FDI Act (12 U.S.C. 1818(a)).

  1. Book capital less than 2 percent. Authority is delegated to the Director to issue notifications to primary regulator when the respondent depository institution's book capital is less than 2 percent of total assets, or whenever the respondent depository institution has issued any mandatory convertible debt or any form of Tier 2 capital (such as limited life preferred stock, subordinated notes and debentures).


  2. Tier 1 capital less than 2 percent. Authority is delegated to the Director to issue notifications to primary regulator when the respondent depository institution's Tier 1 capital is less than 2 percent of adjusted part 325 total assets as defined in 12 C.F.R. § 303.2(b).


  3. Legal concurrence. The authority delegated under this section (2) shall be exercised only upon concurrent certification by the General Counsel that the allegations contained in the findings of violations of law or regulation and/or unsafe or unsound practices and/or unsafe or unsound condition, if proven, constitute a basis for the issuance of a notification to primary regulator pursuant to section 8(a) of the FDI Act (12 U.S.C. 1818(a)).


(3) Issuance of notice of intention to terminate insured status under section 8(a) of the FDI Act (12 U.S.C. 1818(a)).

  1. General. Authority is delegated to the Director to issue notices of intent to terminate insured status when the respondent depository institution has failed to correct any violations of law or regulation and/or unsafe or unsound practices and/or unsafe or unsound condition as specified in the relevant notification to primary regulator.


  2. Legal concurrence. The authority delegated under this section (3) shall be exercised only upon concurrent certification by the General Counsel that the allegations contained in the findings in the notice of intention to terminate insured status of violations of law or regulation and/or unsafe or unsound practices and/or unsafe or unsound condition, if proven, constitute a basis for termination of the insured status of the respondent depository institution pursuant to section 8(a) of the FDI Act (12 U.S.C. 1818(a)).


(4) Cease-and-desist actions under section 8(b) of the FDI Act (12 U.S.C. 1818(b)).

  1. General. Authority is delegated to the Director to issue:


    1. Notices of charges; and


    2. Cease and desist orders (with or without a prior notice of charges) where the respondent depository institution or individual respondent consents to the issuance of the cease and desist order prior to the filing by an administrative law judge of proposed findings of fact, conclusions of law and recommended decision with the Executive Secretary of the FDIC.


  2. Legal concurrence. The authority delegated under this section (4) shall be exercised only upon concurrent certification by the General Counsel that the allegations contained in the notice of charges, if proven, constitute a basis for the issuance of a section 8(b) order, or that the stipulated cease and desist order is authorized under section 8(b) of the FDI Act, and, upon its effective date, shall be a cease and desist order which has become final for purposes of enforcement pursuant to the FDI Act.


  3. Prosecution and compromise and settlement of final cease-and-desist orders issued pursuant to section 8(b)(6) of the FDI Act. Authority is delegated to the General Counsel to initiate and prosecute judicial actions to enforce final cease-and-desist orders which involve the payment of restitution and other forms of relief under 12 U.S.C. 1818(b)(6)(A) and to compromise and settle the enforcement and collection of provisions of such final orders at any time, whether or not a judicial enforcement or collection action has been initiated or is pending.


(5) Temporary cease-and-desist orders under section 8(c) of the FDI Act (12 U.S.C. 1818(c)).

  1. General. Authority is delegated to the Director to issue temporary cease and desist orders.


  2. Legal concurrence. The authority delegated under this section (5) shall be exercised only upon concurrent certification by the General Counsel that the action is not inconsistent with section 8(c) of the FDI Act (12 U.S.C. 1818(c)) and the temporary cease and desist order is enforceable in a United States District Court.


(6) Removal and prohibition actions under section 8(e) of the FDI Act (12 U.S.C. 1818(e)).

  1. General. Authority is delegated to the Director to issue:


    1. Notices of intention to remove an institution affiliated party from office or to prohibit an institution affiliated party from further participation in the conduct of the affairs of an insured depository institution pursuant to sections 8(e)(1) and (2) of the FDI Act (12 U.S.C. 1818(e)(1) and (2)), and notices of intention to issue temporary orders of suspension pursuant to section 8(e)(3) of the FDI Act (12 U.S.C. 1818(e)(3)); and


    2. Orders of removal, suspension or prohibition from participation in the conduct of the affairs of an insured depository institution where the institution affiliated party consents to the issuance of such orders prior to the filing by an administrative law judge of proposed findings of fact, conclusions of law and a recommended decision with the Executive Secretary of the FDIC.


  2. Legal concurrence. The authority delegated under this section (6) shall be exercised only upon concurrent certification by the General Counsel that the allegations contained in the notice of intent, if proven, constitute a basis for the issuance of a final order pursuant to section 8(e) of the FDI Act, or that the stipulated section 8(e) order is not inconsistent with section 8(e) of the FDI Act and that the order shall become effective as of the date specified in the order, or that the temporary suspension is not inconsistent with section 8(e)(3) of the FDI Act.


(7) Suspension and removal action under section 8(g) of the FDI Act (12 U.S.C. 1818(g)).

  1. Notice of suspension or prohibition under 12 U.S.C. 1818(g)(1)(A). Authority is delegated to the Director to issue notices of suspension or prohibition under 12 U.S. C. 1818(g)(1)(A) to an institution affiliated party who is charged in any federal or state information, indictment, or complaint as to any criminal offense cited in or covered by section 8(g)(1)(A) of the FDI Act if continued service or participation by such party poses a threat to the interests of the bank's depositors or threatens to impair public confidence in the depository institution.


  2. Order of suspension or prohibition where institution-affiliated party consents. Authority is delegated to the Director to issue orders of suspension or prohibition to an institution-affiliated party who has been charged in any federal or state information, indictment, or complaint to any criminal offense cited in or covered by section 8(g)(1)(A) of the FDI Act if continued service or participation by such party poses a threat to the interests of the bank's depositors or threatens to impair public confidence in the depository institution when the institution-affiliated party consents to the issuance of an order.


  3. Issuance of Order of removal or prohibition pursuant to 12 U.S.C. 1818(g)(1)(C)(i). Authority is delegated to the Director to issue orders of removal or prohibition pursuant to 12 U.S.C. 1818(g)(1)(C)(i) of the FDI Act to an institution-affiliated party who has been convicted or has agreed to enter a pretrial diversion or similar program, in connection with any state or federal crime described in 12 U.S.C. 1818(g)(1)(A) if continued service or participation by the institution-affiliated party may pose a threat to the interests of the depository institution's depositors or may threaten to impair public confidence in the depository institution, whether or not such institution-affiliated party consents to the removal or prohibition.


  4. Issuance of Order of removal or prohibition pursuant to 12 U.S.C. 1818(g)(1)(C)(ii). Authority is delegated to the Director to issue orders of removal or prohibition pursuant to section 8(g)(1)(C)(ii) of the FDI Act (12 U.S.C. 1818(g)(1)(C)(ii)) to an institution-affiliated party who has been convicted or has agreed to enter a pretrial diversion or similar program, in connection with any crime described in section 8(g)(1)(A)(ii) of the FDI Act, (12 U.S.C. 1818(g)(1)(A)(ii)), whether or not such institution-affiliated party consents to the removal or prohibition.


  5. Legal concurrence. The authority delegated under this section (7) shall be exercised only upon concurrent certification by the General Counsel that the action taken is not inconsistent with section 8(g) of the FDI Act (12 U.S.C. 1818(g)) and the order is enforceable in a United States District Court pursuant to sections 8(i) and 8(j) of the FDI Act (12 U.S.C. 1818(i) and (j)).


(8) Termination of insured status under section 8(p) of the FDI Act (12 U.S.C. 1818(p)).

  1. General. Authority is delegated to the Executive Secretary or the Executive Secretary's delegate(s) to issue consent orders terminating the insured status of insured depository institutions that have ceased to engage in the business of receiving deposits other than trust funds pursuant to section 8(p) of the FDI Act (12 U.S.C. 1818(p)).


  2. DSC and Legal concurrence. The authority delegated under this section (8) shall be exercised only upon the recommendation and concurrence of the Director and upon the certification by the General Counsel that the action taken is not inconsistent with section 8(p) of the FDI Act (12 U.S.C. 1818(p)).

(9) Termination of insured status under section 8(q) of the FDI Act (12 U.S.C. 1818(q)).

  1. General. Authority is delegated to the Executive Secretary or the Executive Secretary's delegate(s) to issue consent orders terminating the insured status of an insured depository institution where the liabilities of the insured institution for deposits shall have been assumed by another insured depository institution or depository institutions, whether by way of merger, consolidation, or other statutory assumption, or pursuant to contract, pursuant to section 8(q) of the FDI Act (12 U.S.C. 1818(q)).


  2. DSC and Legal concurrence. The authority delegated under this section (9) shall be exercised only upon the recommendation and concurrence of the Director and upon the certification by the General Counsel that the action taken is not inconsistent with section 8(q) of the FDI Act (12 U.S.C. 1818(q)).

(10) Civil money penalties.

  1. General. Authority is delegated to the Director to issue:


    1. Notice of assessment of civil money penalties; and


    2. Final orders to pay (with or without a prior notice of assessment of civil money penalty) where the insured depository institution or institution-affiliated party consents to the issuance of the order to pay and waives, as applicable, receipt of a notice of assessment of civil money penalty and the right to an administrative hearing.


  2. Legal concurrence. The authority delegated under paragraph (a) of this section (10) shall be exercised only upon concurrent certification by the General Counsel that the allegations contained in the notice of assessment, if proven, constitute a basis for assessment of civil money penalties, or that the stipulated final order to pay is authorized under the FDI Act, and upon its effective date, shall be an order to pay which has become final for purposes of enforcement pursuant to the FDI Act.


  3. Prosecution and compromise-and-settlement of civil money penalties. Authority is delegated to the General Counsel to initiate and prosecute administrative civil money penalty actions, to collect civil money penalties, and to compromise and settle the enforcement and collection provisions of such final orders at any time, whether or not a judicial enforcement or collection action has been initiated or is pending.


(11) Notices of assessment under section 5(e) of the FDI Act (12 U.S.C. 1815(e)).

  1. General. Authority is delegated to the Director to issue notices of assessment of liability to commonly controlled insured depository institutions for the estimated amount of loss to the deposit insurance funds.


  2. Legal concurrence. The authority delegated under this section (11) shall be exercised only upon concurrent certification by the General Counsel that the action taken is not inconsistent with section 5(e) of the FDI Act (12 U.S.C. 1815(e)).


(12) Prompt corrective action directives and capital plans under section 38 of the FDI Act (12 U.S.C. 1831o) and 12 C.F.R. part 325.

  1. General - Notices, directives and orders. Authority is delegated to the Director to accept, reject, require new or revised capital restoration plans, or make any other determinations with respect to the implementation of capital restoration plans and, in accordance with subpart Q of 12 C.F.R. part 308, to issue:


    1. Notices of intent to issue capital directives;


    2. Directives to insured state nonmember banks that fail to maintain capital in accordance with the requirements contained in 12 C.F.R. part 325;


    3. Notices of intent to issue prompt corrective action directives, except directives issued pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831(f)(2)(F)(ii));


    4. Directives to insured depository institutions pursuant to section 38 of the FDI Act (12 U.S.C. 1831o), with or without the consent of the respondent bank to the issuance of the directive, except directives issued pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831o(f)(2)(F)(ii));


    5. Directives to insured depository institutions requiring immediate action or imposing proscriptions pursuant to section 38 of the FDI Act (12 U.S.C. 1831o) and 12 C.F.R. part 325, and in accordance with the requirements contained in 12 C.F.R. § 308.201(a)(2);


    6. Notices of intent to reclassify insured banks pursuant to 12 C.F.R. §§ 325.103(d) and 308.202;


    7. Directives to reclassify insured banks pursuant to 12 C.F.R. §§ 325.103(d) and 308.202 with the consent of the respondent bank to the issuance of the directive; and


    8. Orders on request for informal hearings to reconsider reclassifications and designate the presiding officer at the hearing pursuant to 12 C.F.R. § 308.202.


  2. Notices - Dismissal of director and officer. Authority is delegated to the Director to:


    1. Issue notices of intent to issue a prompt corrective action directive ordering the dismissal from office of a director or senior executive officer pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831o(f)(2)(F)(ii)) and in accordance with the requirements contained in 12 C.F.R. § 308.203;


    2. Issue directives ordering the dismissal from office of a director or senior executive officer pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831o(f)(2)(F)(ii)); and


    3. Issue orders of dismissal from office of a director or senior executive officer pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831o(f)(2)(F)(ii)) where the individual consents to the issuance of such order prior to the filing of a recommendation by the presiding officer with the FDIC.


  3. Reclassification of institution other than on basis of capital. Authority is delegated to the Director to:


    1. Act on recommended decisions of presiding officers pursuant to a request for reconsideration of a reclassification in accordance with the requirements contained in 12 C.F.R. § 308.202; and


    2. Act on requests for rescission of a reclassification.


  4. Appeals of immediately effective PCA directives. Authority is delegated to the Director to act on appeals of immediately effective directives issued pursuant to section 38 of the FDI Act (12 U.S.C. 1831o) and 12 C.F.R. § 308.201.


  5. Informal hearings. Authority is delegated to the Executive Secretary or the Executive Secretary's delegate(s) to issue orders for informal hearings and designate presiding officers on directives issued pursuant to section 38(f)(2)(F)(ii) of the FDI Act (12 U.S.C. 1831o(f)(2)(F)(ii)).


  6. Legal concurrence. The authority delegated under this section (12) shall be exercised only upon the concurrent certification by the General Counsel that the action taken is not inconsistent with section 38 of the FDI Act (12 U.S.C. 1831o) and 12 C.F.R. part 325.


(13) Compliance plans under section 39 of the FDI Act (12 U.S.C. 1831p-1) (standards for safety and soundness) and 12 C.F.R. part 308.

  1. Compliance plans. Authority is delegated to the Director to accept, to reject, to require new or revised compliance plans, or to make any other determinations with respect to the implementation of compliance plans pursuant to subpart R of 12 C.F.R. part 308.


  2. Notices, orders, and other action. Authority is delegated to the Director to:


    1. Issue notices of intent to issue an order requiring the bank to correct a safety and soundness deficiency or to take or refrain from taking other actions pursuant to section 39 of the FDI Act (12 U.S.C. 1831p 1) and in accordance with the requirements contained in 12 C.F.R. § 308.304(a)(1);


    2. Issue an order, with or without notice, requiring the bank to correct a safety and soundness deficiency or to take or refrain from taking other actions pursuant to section 39 of the FDI Act (12 U.S.C. 1832p-1) and in accordance with the requirements contained in 12 C.F.R. § 308.304(a)(2); and


    3. Act on requests for modification or rescission of an order.


  3. Appeals of immediately effective orders. Authority is delegated to the Director to act on appeals of immediately effective orders issued pursuant to section 39 of the FDI Act (12 U.S.C. 1831-p) and 12 C.F.R. § 308.304.


  4. Legal concurrence - compliance plans. The authority delegated under this section (13) as to compliance plans shall be exercised only upon the concurrent certification by the General Counsel that the action taken is not inconsistent with Section 39 of the FDI Act.


  5. Legal concurrence - notices and orders. The authority delegated under this section (13) as to notices and orders shall be exercised only upon the concurrent certification by the General Counsel that the allegations contained in the notice of intent, if proven, constitute a basis for the issuance of a final order pursuant to section 39 of the FDI Act or that the issuance of a final order is not inconsistent with section 39 of the FDI Act or that the stipulated section 39 order is not inconsistent with section 39 of the FDI Act and is an order which has become final for purposes of enforcement pursuant to the FDI Act.


(14) Investigations under section 10(c) of the FDI Act (12 U.S.C. 1820(c)).

  1. Authority of Division Director. Authority is delegated to the Director to issue an order of investigation pursuant to section 10(c) of the FDI Act (12 U.S.C. 1820(c)) and subpart K of 12 C.F.R. part 308 (12 CFR 308.144 through 308.150).


  2. Authority of General Counsel. Authority is delegated to the General Counsel to issue an order of investigation pursuant to sections 8 through 13 of the FDI Act (12 U.S.C. 1818-1823), as appropriate, and subpart K of 12 C.F.R. part 308 (12 CFR 308.144 through 308.150).


  3. Concurrence in certain situations. In issuing an order of investigation that pertains to an open insured depository institution or an institution making application to become an insured depository institution, or an order of investigation pertaining to an institution placed into conservatorship or receivership, the authority delegated under this section (14) shall be exercised only upon the concurrent execution of the order of investigation by the Director and the General Counsel.


(15) Unilateral settlement offers.

  1. General. Authority is delegated to the Director to accept, deny or enter into negotiations for or regarding settlement and settlement offers with insured depository institutions, or with an institution affiliated party, pertaining to or arising in connection with a proceeding under 12 C.F.R. part 308.


  2. Legal concurrence. The authority delegated under this section (15) shall be exercised only upon concurrent certification by the General Counsel that the action taken is not inconsistent with the FDI Act.


(16) Acceptance of written agreements.

  1. Written agreements under section 8(a) of the FDI Act. Authority is delegated to the Director to accept or enter into any written agreements with insured depository institutions, or any institution affiliated party pertaining to any matter which may be addressed by the FDIC pursuant to section 8(a) of the FDI Act (12 U.S.C. 1818(a)).


  2. Written agreements in lieu of cease-and-desist orders. Authority is delegated to the Director to accept or enter into any written agreements with insured depository institutions, or any institution affiliated party pertaining to any safety and soundness or consumer compliance matter which may be addressed by the FDIC pursuant to section 8(b) of the FDI Act (12 U.S.C. 1818(b)) or any other provision of the FDI Act which addresses safety and soundness or consumer compliance matters.


  3. Written agreements as condition attendant to FDIC filings contained in this part. Authority is delegated to the Director to accept or enter into any written agreements with any insured depository institution, any institution-affiliated party or any other petitioner which contains conditions precedent to the FDIC's non-objection to a filing pursuant to this part. A written agreement under this paragraph (c) shall not affect an institution's rating for prompt corrective action purposes, unless the written agreement expressly provides to the contrary.


  4. Legal concurrence. The authority delegated under this section (16) shall be exercised only upon concurrent certification by the General Counsel that the action taken is not inconsistent with the FDI Act.


(17) Modifications and terminations of enforcement actions and orders.

  1. Termination of section 8(a) (12 U.S.C. 1818(a)) orders and agreements. Authority is delegated to the Director to terminate outstanding section 8(a) orders and agreements and to terminate actions and agreements which are pending pursuant to section 8(a) of the FDI Act when the depository institution is closed by a federal or state authority or merges into another institution.


  2. Termination of section 8(a) (12 U.S.C. 1818(a)) notification to primary regulator issued by Board of Directors. Authority is delegated to the Director to terminate notifications to primary regulator issued by the Board of Directors pursuant to section 8(a) of the FDI Act where the respondent depository institution is in material compliance with such notification or for good cause shown.


  3. Termination of section 8(a) (12 U.S.C. 1818(a)) notice of intent to terminate insured status. In cases where the Board of Directors has issued a notice of intent to terminate insured status pursuant to section 8(a) of the FDI Act, authority is delegated to the Director to terminate the actions pending pursuant to such notice of intent to terminate insured status where the respondent depository institution is in material compliance with the applicable notification to primary regulator or for good cause shown.


  4. Sections 8(b) and 8(c)(12 U.S.C. 1818(b) and (c)) actions and orders.


    1. Authority is delegated to the Director to terminate outstanding section 8(b) and section 8(c) orders and agreements and to terminate actions and agreements which are pending pursuant to sections 8(b) and 8(c) of the FDI Act when the depository institution is closed by a federal or state authority or merges into another institution.


    2. Authority is delegated to the Director to terminate outstanding section 8(b) orders issued by the Board of Directors either where material compliance with the section 8(b) order has been achieved by the respondent depository institution or individual respondent or for good cause shown.


  5. Modification and termination of section 8(e) (12 U.S.C. 1818(e)) orders and actions. Authority is delegated to the Director to modify or terminate outstanding section 8(e) orders and pending actions and to grant or deny requests pursuant to section 8(e)(7)(B) of the FDI Act (12 U.S.C. 1818(e)(7)(B)) for the modification or termination of an outstanding section 8(e) order issued by another Federal financial institution regulatory agency where:


    1. The respondent has demonstrated his or her fitness to participate in any manner in the conduct of the affairs of an insured depository institution; and


    2. The respondent has shown that his or her participation would not pose a risk to the institution's safety and soundness; and


    3. The respondent has proven that his or her participation would not erode public confidence in the institution.


  6. Modification and termination of section 8(g) (12 U.S.C. 1818(g)) orders and actions. Pursuant to section 8(j) of the FDI Act (12 U.S.C. 1818(j)), authority is delegated to the Director to approve requests for modifications or terminations of section 8(g) orders issued by either the Board of Directors or under delegated authority.


  7. Other matters not specifically addressed. For all outstanding or pending notices, actions, orders, directives and agreements not specifically addressed in this section (17), the delegations of authority contained in this section (17) shall include the authority to modify or terminate any outstanding or pending notice, order, directive or agreement issued pursuant to delegated authority, as may be appropriate.


  8. Termination of pending actions - general. Any pending enforcement action may be dismissed or terminated by the Director, as appropriate, at any time prior to the commencement of a hearing on the merits by an administrative law judge. Once a hearing on the merits has been convened by an administrative law judge, a pending enforcement action may be dismissed or terminated by stipulation or consent of the affected parties no later than 14 days after the administrative law judge has closed the record of the hearing. Only the FDIC Board of Directors may terminate or dismiss an enforcement action more than 14 days after the record has been closed by an administrative law judge.


  9. Legal concurrence. Any dismissals, modifications or terminations pursuant to this section (17) shall be exercised only upon concurrent certification by the General Counsel that the action taken is not inconsistent with the FDI Act.


(18) Enforcement of outstanding enforcement orders.

After consultation with the Director, the General Counsel is authorized to initiate and prosecute any action to enforce any effective and outstanding order or temporary order issued under 12 U.S.C. 1817, 1818, 1820, 1828, 1829, 1831l, 1831o, 1972, or 3909, or any provision thereof, in the appropriate United States District Court.

(19) Enforcement matters where authority is not delegated.

Without limiting the Board of Directors' authority, the Board of Directors has retained the authority to act upon the following enforcement matters:

  1. Notifications to primary regulator under section 8(a) of the FDI Act (12 U.S.C. 1818(a)) when the respondent bank's book capital is at or above 2 percent of total assets and adjusted Tier 1 capital is at or above 2 percent of adjusted part 325 total assets as defined in 12 C.F.R. § 303.2(b);


  2. Orders terminating insured status under section 8(a) of the FDI Act (12 U.S.C. 1818(a));


  3. Cease and desist orders under section 8(b) of the FDI Act (12 U.S.C. 1818(b)) when the respondent depository institution or individual does not consent to the issuance of such orders;


  4. Temporary orders of suspension and prohibition under section 8(e) of the FDI Act (12 U.S.C. 1818(e));


  5. Orders of removal, suspension or prohibition from participation in the conduct of the affairs of an insured depository institution under section 8(e) of the FDI Act (12 U.S.C. 1818(e)) when the individual does not consent to the issuance of such orders;


  6. Orders of suspension or prohibition to an indicted director, officer or person participating in the conduct of the affairs of an insured depository institution and orders of removal or prohibition to a convicted director, officer or person participating in the conduct of the affairs of an insured depository institution under section 8(g) of the FDI Act (12 U.S.C. 1818(g)) when such director, officer or person does not consent to the suspension or removal;


  7. Final orders to pay civil money penalties where respondents do not consent to the assessment of civil money penalties and hearings have been held;


  8. Denials of requests for modifications or terminations of orders issued pursuant to section 8(g) of the FDI Act;


  9. Grants or denials of requests for reinstatement to office, whether or not an informal hearing has been requested, pursuant to 12 C.F.R. § 308.203; and


  10. Grants or denials of requests for waivers of liability of commonly controlled insured depository institutions as to assessments under section 5(e) of the FDI Act (12 U.S.C. 1815(e)).


By order of the Board of Directors.

Dated at Washington, D.C., this day of 2002

Federal Deposit Insurance Corporation

Robert E. Feldman,
Executive Secretary

Last Updated 11/13/2002 supervision@fdic.gov

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