[Federal Register Volume 63, Number 133 (Monday, July 13, 1998)]
[Rules and Regulations]
[Pages 37659-37665]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 98-18275]


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FEDERAL RESERVE SYSTEM

12 CFR Part 209

[Regulation I; Docket No. R-0966]


Issue and Cancellation of Federal Reserve Bank Capital Stock

AGENCY: Board of Governors of the Federal Reserve System.

ACTION: Final rule.

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SUMMARY: The Board of Governors of the Federal Reserve System is 
amending its Regulation I regarding the issue and cancellation of 
Federal Reserve Bank Capital Stock in order to reduce regulatory burden 
and simplify and update requirements. The amendments modernize 
Regulation I in accordance with the Board's policy of regular review of 
its regulations and the Board's review of its regulations pursuant to 
section 303 of the Riegle Community Development and Regulatory 
Improvement Act of 1994.

EFFECTIVE DATE: October 1, 1998.

FOR FURTHER INFORMATION CONTACT: Rick Heyke, Staff Attorney (202/452-
3688), Legal Division, Board of Governors; Bill Pullen, Accountant 
(202/736-1947, Division of Reserve Bank Operations and Payment Systems, 
Board of Governors; or Anthony Scafide, Manager (215/574-6546), 
Wholesale Payments Division, Federal Reserve Bank of Philadelphia. For 
the hearing impaired only, Telecommunications Device for the Deaf 
(TDD), Diane Jenkins Thompson (202/452-3544).

SUPPLEMENTARY INFORMATION:

Background

    As part of its policy of regular review of its regulations, and 
consistent with section 303 of the Riegle Community Development and 
Regulatory Improvement Act of 1994 (Riegle Act), the Board of Governors 
of the Federal Reserve System (Board) is amending its Regulation I 
regarding issue and cancellation of Federal Reserve Bank capital stock 
(12 CFR part 209). Section 303 of the Riegle Act requires each federal 
banking agency to review and streamline its regulations and written 
policies to improve efficiency, reduce unnecessary costs, and remove 
inconsistencies and outmoded and duplicative requirements. The 
amendments are designed to reduce regulatory burden and simplify and 
update the Regulation.
    The Board published a notice of proposed rulemaking in the Federal 
Register on March 31, 1997 (62 FR 15297) that solicited comments on the 
proposed amendments described below. In general, the amendments 
simplified, modernized, and condensed the Regulation, and reflected the 
replacement of share certificates by a book-entry system. The 
amendments also codified Board and staff interpretations. In addition, 
the amendments deleted the many references to specific forms. Many of 
these references are incorrect because the forms no longer exist or no 
longer have the same identification numbers. Finally, the proposal 
sought comment on the method of computing accrued dividends on Reserve 
Bank capital stock and on deferring changes in Reserve Bank capital 
stock positions to reflect small changes in member bank capital stock 
and surplus.
    The Board received nine comments on its proposal, five from Federal 
Reserve Banks, three from banking organizations, and one from a trade 
association. The comments were generally supportive of the proposal 
overall, and especially of the shift to book entry electronic 
recordkeeping.

Final Rule

    The Board is adopting the revised Regulation I substantially as 
proposed. In addition, in response to comments, the final Regulation 
makes clear that Reserve Bank stock is issued to member banks in 
organization as of their opening for business and not before, 
incorporates the Board's final rule on relocation of member banks and 
makes appropriate adjustments to the section on Cancellation of Reserve 
Bank Stock, carries over adjustments in Reserve

[[Page 37660]]

Bank stock positions that do not exceed the lesser of 15 percent or 100 
shares until the year-end report of condition, clarifies the treatment 
of gains or losses on securities available for sale and foreign 
exchange translation adjustments, and adopts a 360-day year of 30-day 
months for dividend accruals.
    An section-by-section discussion follows.

Banks Desiring to Become Member Banks

    Proposed Sec. 209.2 combined and condensed existing Secs. 209.1 and 
209.2 regarding national and state bank applications. Existing 
Sec. 209.1 also specified the amount of Reserve Bank stock for which 
national banks should apply, but the proposal combined all references 
to amount in proposed Sec. 209.4 and deleted repetitive explanations. 
The Board received no specific comments on subsection (a) as proposed 
and the final rule adopts the subsection as proposed.
    Subsection (b) specified procedures for issuance of Reserve Bank 
stock. The proposal provided for issuance of such stock when all 
applicable requirements had been complied with in the case of a state 
bank approved for membership. One commenter suggested that the 
Regulation clarify that the issuance of the stock to a state member 
bank may not precede its opening for business. National banks in 
organization are issued stock in their Reserve Banks as of the date 
upon which they open for business. The Board is modifying Sec. 209.2(b) 
in the final rule to require that in the case of a state member bank in 
organization, assuming all applicable requirements have been complied 
with, its Reserve Bank shares shall likewise be issued as of the date 
it opens for business.
    Proposed Sec. 209.2 also included a subsection (c) that would 
specify the Reserve Bank of which a bank may become a member and that 
was the subject of a separate request for comment. See 62 FR 11117 
(March 11, 1997). That rule was separately approved by the Board and is 
incorporated herein. See 62 FR 34613 (June 27, 1997).

Cessation of Membership

    Proposed Sec. 209.3 combined and simplified existing Secs. 209.5(b) 
(merger of a member bank into a state nonmember bank), 209.6 
(conversion of a national bank into a state nonmember bank), 209.7 
(insolvency), 209.8 (voluntary liquidation), 209.9(b) (national bank in 
the hands of a conservator to be liquidated), 209.10 (closed state 
member banks not in liquidation), 209.11 (voluntary withdrawal from 
membership by state bank), and 209.12 (involuntary termination of state 
bank membership).
    The existing Regulation distinguishes between insolvency and 
voluntary liquidation (where the bank or receiver was required to file 
for cancellation of Reserve Bank stock within three months), other 
cessation of business by state member banks (where failure by the bank 
to file for cancellation within 60 days commenced a process whereby the 
Board might order termination of membership), and other cases such as 
voluntary withdrawal, merger into a nonmember bank, or conversion of a 
national bank into a nonmember state bank (where the regulation imposed 
no specific timing requirement for filing an application for 
cancellation of Reserve Bank stock). Proposed 209.3(a) provided instead 
that all such banks (or receivers) shall file promptly for cancellation 
of Reserve Bank stock, failing which the Board may order the membership 
of the bank terminated under 209.3(b).
    The Federal Reserve Act (the Act) provides in section 6(2) (12 
U.S.C. 288) that the Comptroller of the Currency may appoint a receiver 
for a national bank that has discontinued banking operations for 60 
days but has not gone into liquidation, if the Comptroller deems it 
advisable. The existing regulation includes in Sec. 209.9(a) a 
provision for the appropriate Reserve Bank to notify the Office of the 
Comptroller of the Currency in the event a national bank has ceased 
business for 60 days but has not gone into liquidation, together with a 
statement of reasons why a receiver should be appointed. The proposal 
omitted this provision. The appropriate procedures for communication 
among the Board, the Reserve Bank, and the Comptroller's office in such 
a case would depend on the facts and circumstances of the particular 
case.
    Subsection (c) of the proposal sets forth the effective date of 
cancellation in whole of Reserve Bank stock held by member banks. One 
commenter inquired about dividend accruals between the effective date 
of cancellation and the date of actual cancellation. While this 
question does not arise in the case of a member bank all of whose 
Reserve Bank shares are maintained in an electronic register at the 
Reserve Bank, it could arise in the case of a member bank holding 
certificates. In that case, dividends cease to accrue on the effective 
date of cancellation.1
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    \1\ The Reserve Bank will pay for the stock on the effective 
date unless the former member bank has not made timely application 
as required under subsection (a).
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    Subsection (d) of the proposal condensed and simplified the 
existing procedures for dealing with mergers of member banks. In light 
of the adoption of the change in location provisions discussed above 
and included in this final rule at Sec. 209.2(c), and because changes 
in location and mergers of member banks located in different Federal 
Reserve Districts involve similar procedures, the final rule modifies 
the proposal to distinguish between mergers of member banks in the same 
District, discussed in paragraph (d)(1), and changes in location and 
mergers of member banks located in different districts, discussed in 
paragraph (d)(2). In the former case, the Reserve Bank cancels the 
shares of the nonsurviving bank and credits the appropriate number of 
shares to the surviving bank. In the latter case, the Reserve Bank 
where the nonsurviving bank is located (or from whose District the 
member bank's location is being changed) cancels the shares of the 
nonsurviving (or relocating) bank and transfers the amount paid in for 
those shares to the Reserve Bank where the surviving bank is located 
(or to whose District the member bank's location is being changed), 
which credits the appropriate number of shares to the surviving (or 
relocated) bank.
    Subsection (e) of the proposal required six months notice of 
voluntary withdrawal unless waived by the Board. A Reserve Bank 
suggested the period should be shortened to three months. The Act 
permits withdrawal by state member banks upon six months written notice 
but authorizes the Board to waive both the notice requirement and a 
related requirement that no Reserve Bank cancel more than 25 percent of 
its stock in a calendar year. The Regulation tracks the statutory 
language and the Board believes that the waiver mechanism should 
continue to prevent any hardship for withdrawing banks without creating 
the possibility of instability in Reserve Bank capital stock.
    The Board received no other specific comments on Sec. 209.3. Other 
than the procedural changes to reflect inter-District mergers and 
relocations and conforming changes for intra-District mergers, the 
final rule adopts proposed Sec. 209.3 as proposed.

Amounts and Payments; Frequency of Adjustment

    Proposed Sec. 209.4(a) combined in one section the requirement for 
amount of total subscription for Reserve Bank stock (other than for a 
mutual savings

[[Page 37661]]

bank) on becoming a member or on a change in capital stock and surplus. 
The Act requires member banks (other than mutual savings banks) to 
subscribe for Reserve Bank capital stock in an amount equal to 6 
percent of their capital stock and surplus. Member banks are required 
to pay in half this amount and half is subject to call by the Reserve 
Bank.
    Section 5 of the Act provides that Federal Reserve Bank stock shall 
be adjusted from time to time as member banks increase or decrease 
capital stock and surplus. The Act does not specify whether this 
adjustment must be done immediately or can be done periodically after a 
number of changes in a member bank's capital stock and surplus have 
occurred or when such changes become in the aggregate significant. 
There is a burden associated with adjusting banks' Reserve Stock 
positions to reflect small changes in the banks' capital accounts. The 
Board sought comment on how frequently, or after how much cumulative 
dollar or percentage change, member banks should be required to adjust 
their Reserve Bank capital stock holdings.
    The Board received comments on this issue from five Reserve Banks, 
three banking organizations, and a trade association. All commenters 
suggested some form of carryover. Recommendations ranged from carrying 
over changes of less than 100 shares ($5,000 of investment in Reserve 
Bank stock or $166,600 of change in member bank capital stock and 
surplus) to carrying over changes of less than 25%. One Reserve Bank 
suggested that the Board carry over changes that do not exceed either a 
specified dollar amount or a percentage, on the grounds that smaller 
community banks' ownership of Reserve Bank stock need not be changed 
unless the change would amount to, say, 15 percent but larger banks 
would need to change their Reserve Bank stock positions to reflect 
significant dollar amounts even though these amounts would represent 
smaller percentage changes. Several commenters suggested a quarterly, 
semi-annual, or annual adjustment either in lieu of or in addition to 
adjustments occasioned by changes in excess of the permitted carryover. 
In addition, a number of commenters suggested that member banks be 
given from 30 days to six months to make any required adjustments. The 
comments also made clear a lack of consistency in this matter among 
Reserve Banks, and one commenter urged adoption of a consistent policy 
across the System.
    In light of the comments and the System's experience, the Board has 
decided in the final rule to carry over changes within a calendar year 
until the cumulative change exceeds the lesser of 15 percent or 100 
shares of Reserve Bank capital stock. Required changes must be made 
promptly after filing the call report which reflects a change in 
capital stock and paid-in surplus in excess of the amount permitted to 
be deferred. In addition, every member bank shall file to eliminate any 
carryover promptly after its report of condition as of December 31 of 
each year.
    The Board received no other comments on Sec. 209.4(a), and the 
final rule otherwise adopts proposed Sec. 209.4(a) as proposed. One 
commenter suggested that an item be added to the call report form 
showing the difference between the amount of Reserve Bank stock a 
member bank holds and three percent of the member bank's capital and 
surplus. Since the call report form already requires sufficient 
information for the calculation, the Board is not adopting this 
suggestion.

Preferred Stock, Retained Earnings, Securities Available for Sale, and 
Translation Gains and Losses

    Proposed Sec. 209.4(b) defined member bank capital stock and 
surplus as capital stock and paid-in surplus. One commenter asked if 
capital stock includes preferred stock; the Board believes that both 
common stock and preferred stock are included in the term capital 
stock. A Reserve Bank suggested utilizing ``permanent capital,'' 
defined to include minority interests and perpetual preferred stocks, 
but exclude sinking fund preferred stocks, with a view to making the 
definition more consistent with definitions used elsewhere in the 
Board's Regulations. Three commenters strongly supported continuing to 
omit retained earnings from the capital base for purposes of Reserve 
Bank stock ownership requirements, and no commenter opposed the 
proposal in this regard.
    The definition of capital stock and surplus in Regulation I has 
always excluded retained earnings or undivided profits. This exclusion 
does not conform to definitions used elsewhere in the Board's 
regulations. The exclusion of retained earnings from the definition of 
capital stock and surplus minimizes member banks' adjustments in their 
Reserve Bank stock holdings. The Federal Reserve System experienced 
approximately 1500 adjustments in Reserve Bank capital stock as a 
result of changes in member bank capital stock and surplus in 1992. The 
Board estimates that this number would increase substantially if it 
were necessary to adjust for changes in retained earnings of member 
banks.
    Although retained earnings were generally excluded from the 
definition, the proposal incorporated previous guidance requiring a 
deficit in retained earnings to be subtracted from capital stock and 
surplus. The proposal also continued an exception for cases where the 
deficit was relatively small and the appropriate Reserve Bank was 
satisfied that the deficit would be extinguished by accumulation of 
earnings or formal reduction of surplus, in which case the adjustment 
of Reserve Bank stock might be deferred until the end of the quarter in 
which the deficit arose.
    Because the final rule only requires adjustment of member bank 
Reserve Bank stock positions to reflect changes in member bank capital 
as shown on the bank's call report as of the end of the quarter, the 
provision in the proposal to defer a deficit until the end of the 
quarter in which it arose is no longer necessary and has been deleted 
from the final rule.
    Two commenters raised the issue of gains and losses on securities 
available for sale, and one of them also raised the issue of unrealized 
foreign exchange losses. The Board believes that these should be 
treated in the same manner as retained earnings. Thus, in the event 
that the aggregate, as shown on a member bank's call report as of the 
end of the quarter, of its retained earnings, gains (losses) on 
securities available for sale, and foreign currency translation gains 
or losses is a deficit, the deficit should be subtracted from capital 
and surplus. The amendments therefore modify the proposal to treat this 
aggregate in the same manner as the proposal treated retained earnings.
    The Board received no other specific comments on Sec. 209.4(b). 
Other than deleting the deferral of deficits to the end of the quarter 
and clarifying the status of gains (losses) on securities available for 
sale and translation adjustments, the final rule adopts proposed 
Sec. 209.4(b) as proposed.

Savings Banks

    Proposed Sec. 209.4(c) was a condensed version of existing 
Sec. 209.4 specifying that mutual savings banks are required to 
subscribe for Reserve Bank stock in an amount equal to 0.6 percent of 
total deposits rather than 6 percent of capital and surplus. Mutual 
savings banks not permitted to hold Reserve Bank stock are required to 
maintain a deposit at the Reserve Bank in the same amount pending a 
change in state law to permit purchase of the stock. The Board received 
no specific comments on this section and, other than the carryover of

[[Page 37662]]

adjustments not exceeding 15 percent or 100 shares discussed above, the 
final rule adopts proposed Sec. 209.4(c) as proposed.

Accrued Dividends

    Proposed Secs. 209.4(d) and (e)(1) specified that transactions in 
Reserve Bank capital stock between member banks and the Reserve Bank 
take place at the subscription price plus accrued dividends at the rate 
of one-half of one percent per month (provided that the total price 
paid on redemption of Reserve Bank stock does not exceed the book value 
of such stock). Under section 5 of the Act (12 U.S.C. 287), banks 
applying for Reserve Bank capital stock are required to pay the 
subscription price plus accrued dividends for such stock. Under 
sections 5, 6, and 9(10) of the Act (12 U.S.C. 287, 288 and 328), 
Reserve Banks redeeming their capital stock from member banks that are 
in voluntary liquidation, or which have been declared insolvent and for 
which a receiver has been appointed, or from state member banks on 
voluntary withdrawal from or involuntary termination of membership, are 
required to pay a price equal to the cash subscription price originally 
paid plus accrued dividends, but may not pay a price exceeding the book 
value of the Reserve Bank stock. The Act is silent on whether accrued 
dividends are payable by Reserve Banks in other cases such as merger 
into nonmember banks. In practice, Reserve Banks have included accrued 
dividends in both purchases and redemptions, including intra-month 
accrued dividends, and the amendments applied the concept of accrued 
dividends to all transactions in Reserve Bank capital 
stock.2 In cases where the Act requires accrued dividends, 
it specifies that they shall accrue at the rate of one-half percent per 
month.
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    \2\ Under sections 6 and 9(10) of the Act, a Reserve Bank is 
under no obligation to pay unearned accrued dividends on redemption 
of its capital stock from an insolvent member bank for which a 
receiver has been appointed or from state member banks on voluntary 
withdrawal from or involuntary termination of membership. See, e.g., 
former Board Interpretation of April 17, 1925, X-4322, and related 
note, formerly published in the Federal Reserve Regulatory Service 
at 3-500.
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    The Board sought comment on the appropriate method of computing 
accrued dividends. Generally the Reserve Banks have accrued intra-month 
dividends on the basis of the actual number of days elapsed within a 
month divided by the number of actual days in the month. This method 
results in different daily accruals depending on the number of days in 
the month for which intra-month accrued dividends are calculated. The 
Board requested comment on whether adopting another method, such as use 
of a standard 30-day month, would simplify the computation.
    The Board received nine comments on this issue. Three of the 
Reserve Banks and all three banking organizations that commented 
favored adopting a 360 day year of twelve 30-day months, generally 
citing simplicity, general industry practice, and consequent lack of 
confusion. One Reserve Bank reported that member banks are frequently 
calling for an explanation of the method currently used, and another 
pointed out that the use of a standard 30-day month would avoid the 
need to override automated systems. Two Reserve Banks and one trade 
association supported the existing practice. The Board has adopted a 
360-day year of twelve 30-day months for purposes of calculating 
accruals on Reserve Bank stock in the final rule and has otherwise 
adopted proposed Secs. 209.4(d) and (e)(1) as proposed.

Cancellation Payments

    Proposed Sec. 209.4(e)(2) specified that in the case of any 
cancellation of Reserve Bank stock under Regulation I, the Reserve Bank 
may first apply the proceeds to any liability of the member bank to the 
Reserve Bank, and pay over the remainder to the bank or receiver as 
appropriate. This replaced a similar requirement in existing 
Sec. 209.5(b), and clarified that the principle may apply to partial as 
well as total cancellations. The Board received no specific comments on 
this issue and the final rule adopts proposed Sec. 209.4 (e)(2) as 
proposed.

The Share Register

    Proposed Sec. 209.5 revised the share register provision of the 
Regulation to reflect the modern book-entry and electronic records 
systems the Reserve Banks have implemented. This change permits 
eliminating the numerous provisions of the existing Regulation that 
deal with the circumstances under which share certificates may be 
retained or must be submitted for reissue.
For example, existing Sec. 209.13(a) requires a member bank to 
surrender its certificate in the event of a change in name and for the 
Reserve Bank to issue a new certificate in the new name. Existing 
Sec. 209.5(a) includes a lengthy footnote explaining the difference 
between transfer of Reserve Bank stock certificates by purchase and by 
operation of law, because a new certificate is not required in the case 
of transfer by operation of law. Under the proposal, the Reserve Bank 
in each case need merely change the name of the stockholder in its 
records.
    Several of the comments that generally supported the proposed 
changes made specific favorable reference to the change to an 
electronic book-entry recordkeeping system, and the Board received no 
adverse comments on this section. The final rule adopts proposed 
Sec. 209.5 as proposed.

Final Regulatory Flexibility Analysis

    The Regulatory Flexibility Act (5 U.S.C. 601-612) requires an 
agency to publish a final regulatory flexibility analysis with any 
notice of a final rule. One of the requirements of a final regulatory 
flexibility analysis (5 U.S.C. 604(a))--a statement of the need for, 
and the objectives of, the rule--is set forth above. The amendments 
require no additional reporting or recordkeeping requirements and do 
not overlap with other federal rules.
    A second requirement for the final regulatory flexibility analysis 
is a summary of the issues raised by the public comments in response to 
the initial regulatory flexibility analysis included in the notice of 
proposed rulemaking. The Board received no comments specifically 
related to the initial regulatory flexibility analysis.
    The third requirement for the final regulatory flexibility analysis 
is a description of any significant alternatives to the rule consistent 
with the stated objectives of the applicable statutes and designed to 
minimize any significant impact of the rule on small entities. The rule 
will apply to all member banks regardless of size.
    The amendments are burden-reducing. Therefore, the Board believes 
that the amendments will not have a significant adverse economic impact 
on a substantial number of small entities.

Paperwork Reduction Act

    The rule contains no collections of information pursuant to the 
Paperwork Reduction Act of 1995 (44 U.S.C. Ch. 3506; 5 CFR Part 1320, 
Appendix A.1).

List of Subjects in 12 CFR Part 209

    Banks and banking, Federal Reserve System, Reporting and 
recordkeeping requirements, Securities.

Authority and Issuance

    For the reasons set forth in the preamble, the Board revises part 
209 of chapter II of title 12 to read as follows:

[[Page 37663]]

PART 209--ISSUE AND CANCELLATION OF FEDERAL RESERVE BANK CAPITAL 
STOCK (REGULATION I)

Sec.
209.1  Authority, purpose, and scope.
209.2  Banks desiring to become member banks.
209.3  Cancellation of Reserve Bank stock.
209.4  Amounts and payments.
209.5  The share register.

    Authority: 12 U.S.C. 222, 248, 282, 286-288, 321, 323, 327-328, 
333, 466.


Sec. 209.1  Authority, purpose, and scope.

    (a) Authority. This part is issued pursuant to 12 U.S.C. 222, 248, 
282, 286-288, 321, 323, 327-328, and 466.
    (b) Purpose. The purpose of this part is to implement the 
provisions of the Federal Reserve Act relating to the issuance and 
cancellation of Federal Reserve Bank stock upon becoming or ceasing to 
be a member bank, or upon changes in the capital and surplus of a 
member bank, of the Federal Reserve System.
    (c) Scope. This part applies to member banks of the Federal Reserve 
System, to national banks in process of organization, and to state 
banks applying for membership. National banks and locally-incorporated 
banks located in United States dependencies and possessions are 
eligible (with the consent of the Board) but not required to apply for 
membership under section 19(h) of the Federal Reserve Act, 12 U.S.C. 
466.1
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    \1\ If such a bank desires to become a member bank under the 
provisions of Sec. 19(h) of the Federal Reserve Act, it should 
communicate with the Federal Reserve Bank with which it desires to 
do business.
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Sec. 209.2  Banks desiring to become member banks.

    (a) Application for stock or deposit. Each national bank in process 
of organization,2 each nonmember state bank converting into 
a national bank, and each nonmember state bank applying for membership 
in the Federal Reserve System under Regulation H, 12 CFR part 208, 
shall file with the Federal Reserve Bank (Reserve Bank) in whose 
district it is located an application for stock (or deposit in the case 
of mutual savings banks not authorized to purchase Reserve Bank stock 
3) in the Reserve Bank. The bank shall pay for the stock (or 
deposit) in accordance with Sec. 209.4 of this regulation.
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    \2\ A new national bank organized by the Federal Deposit 
Insurance Corporation under Sec. 11(n) of the Federal Deposit 
Insurance Act (12 U.S.C. 1821(n)) should not apply until in the 
process of issuing stock pursuant to Sec. 11(n)(15) of that act. 
Reserve Bank approval of such an application shall not be effective 
until the issuance of a certificate by the Comptroller of the 
Currency pursuant to Sec. 11(n)(16) of that act.
    \3\ A mutual savings bank not authorized to purchase Federal 
Reserve Bank stock may apply for membership evidenced initially by a 
deposit. (See Sec. 208.3(a) of Regulation H, 12 CFR part 208.) The 
membership of the savings bank shall be terminated if the laws under 
which it is organized are not amended to authorize such purchase at 
the first session of the legislature after its admission, or if it 
fails to purchase such stock within six months after such an 
amendment.
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    (b) Issuance of stock; acceptance of deposit. Upon authorization to 
commence business by the Comptroller of the Currency in the case of a 
national bank in organization or upon approval of conversion by the 
Comptroller of the Currency in the case of a state nonmember bank 
converting to a national bank, or when all applicable requirements have 
been complied with in the case of a state bank approved for membership, 
the Reserve Bank shall issue the appropriate number of shares by 
crediting the bank with the appropriate number of shares on its books. 
In the case of a national or state member bank in organization, such 
issuance shall be as of the date the bank opens for business. In the 
case of a mutual savings bank not authorized to purchase Reserve Bank 
shares, the Reserve Bank shall accept the deposit in place of issuing 
shares. The bank's membership shall become effective on the date of 
such issuance or acceptance.
    (c) Location of bank. (1) General rule. For purposes of this part, 
a national bank or a state bank is located in the Federal Reserve 
District that contains the location specified in the bank's charter or 
organizing certificate, or, if no such location is specified, the 
location of its head office, unless otherwise determined by the Board 
under paragraph (c)(2) of this section.
    (2) Board determination. If the location of a bank as specified in 
paragraph (c)(1) of this section, in the judgment of the Board of 
Governors of the Federal Reserve System (Board), is ambiguous, would 
impede the ability of the Board or the Reserve Banks to perform their 
functions under the Federal Reserve Act, or would impede the ability of 
the bank to operate efficiently, the Board will determine the Federal 
Reserve District in which the bank is located, after consultation with 
the bank and the relevant Reserve Banks. The relevant Reserve Banks are 
the Reserve Bank whose District contains the location specified in 
paragraph (c)(1) of this section and the Reserve Bank in whose District 
the bank is proposed to be located. In making this determination, the 
Board will consider any applicable laws, the business needs of the 
bank, the location of the bank's head office, the locations where the 
bank performs its business, and the locations that would allow the 
bank, the Board, and the Reserve Banks to perform their functions 
efficiently and effectively.


Sec. 209.3  Cancellation of Reserve Bank stock.

    (a) Application for cancellation. Any bank that desires to withdraw 
from membership in the Federal Reserve System, voluntarily liquidates 
or ceases business, is merged or consolidated into a nonmember bank, or 
is involuntarily liquidated by a receiver or conservator or otherwise, 
shall promptly file with its Reserve Bank an application for 
cancellation of all its Reserve Bank stock (or withdrawal of its 
deposit, as the case may be) and payment therefor in accordance with 
Sec. 209.4.
    (b) Involuntary termination of membership. If an application is not 
filed promptly after a cessation of business by a state member bank, a 
vote to place a member bank in voluntary liquidation, or the 
appointment of a receiver for (or a determination to liquidate the bank 
by a conservator of) a member bank, the Board may, after notice and an 
opportunity for hearing where required under Section 9(9) of the 
Federal Reserve Act (12 U.S.C. 327), order the membership of the bank 
terminated and all of its Reserve Bank stock canceled.
    (c) Effective date of cancellation. Cancellation in whole of a 
bank's Reserve Bank capital stock shall be effective, in the case of:
    (1) Voluntary withdrawal from membership by a state bank, as of the 
date of such withdrawal;
    (2) Merger into, consolidation with, or (for a national bank) 
conversion into, a State nonmember bank, as of the effective date of 
the merger, consolidation, or conversion; and
    (3) Involuntary termination of membership, as of the date the Board 
issues the order of termination.
    (d) Exchange of stock on merger or change in location. (1) Merger 
of member banks in the same Federal Reserve District. Upon a merger or 
consolidation of member banks located in the same Federal Reserve 
District, the Reserve Bank shall cancel the shares of the nonsurviving 
bank (or in the case of a mutual savings bank not authorized to 
purchase Reserve Bank stock, shall credit the deposit to the account of 
the surviving bank) and shall credit the appropriate number of shares 
on its books to (or in the case of a mutual savings bank not authorized 
to purchase Reserve Bank stock, shall accept an appropriate increase in 
the deposit of)

[[Page 37664]]

the surviving bank, subject to paragraph (e)(2) of Sec. 209.4.
    (2) Change of location or merger of member banks in different 
Federal Reserve Districts. Upon a determination under paragraph (c)(2) 
of Sec. 209.2 that a member bank is located in a Federal Reserve 
District other than the District of the Reserve Bank of which it is a 
member, or upon a merger or consolidation of member banks located in 
different Federal Reserve Districts,--
    (i) The Reserve Bank of the member bank's former District, or of 
the nonsurviving member bank, shall cancel the bank's shares and 
transfer the amount paid in for those shares, plus accrued dividends 
(at the rate specified in paragraph (d) of Sec. 209.4) and subject to 
paragraph (e)(2) of Sec. 209.4 (or, in the case of a mutual savings 
bank member not authorized to purchase Federal Reserve Bank stock, the 
amount of its deposit, adjusted in a like manner), to the Reserve Bank 
of the bank's new District or of the surviving bank; and (ii) The 
Reserve Bank of the member bank's new District or of the surviving bank 
shall issue the appropriate number of shares by crediting the bank with 
the appropriate number of shares on its books (or, in the case of a 
mutual savings bank, by accepting the deposit or an appropriate 
increase in the deposit).
    (e) Voluntary withdrawal. Any bank withdrawing voluntarily from 
membership shall give 6 months written notice, and shall not cause the 
withdrawal of more than 25 percent of any Reserve Bank's capital stock 
in any calendar year, unless the Board waives these requirements.


Sec. 209.4  Amounts and payments.

    (a) Amount of subscription. The total subscription of a member bank 
(other than a mutual savings bank) shall equal six percent of its 
capital and surplus. Whenever any member bank (other than a mutual 
savings bank) experiences a cumulative increase or decrease in capital 
and surplus requiring a change in excess of the lesser of 15 percent or 
100 shares of its Reserve Bank capital stock, it shall file with the 
appropriate Reserve Bank an application for issue or cancellation of 
Reserve Bank capital stock in order to adjust its Reserve Bank capital 
stock subscription to equal six percent of the member bank's capital 
and surplus. Such application shall be filed promptly after the first 
report of condition that reflects the increase or decrease occasioning 
the adjustment. In addition, every member bank shall file an 
application for issue or cancellation of Reserve Bank capital stock if 
needed in order to adjust its Reserve Bank capital stock subscription 
to equal six percent of the member bank's capital and surplus as shown 
on its report of condition as of December 31 of each year promptly 
after filing such report.
    (b) Capital Stock and Surplus defined. Capital stock and surplus of 
a member bank means the paid-in capital stock 4 and paid-in 
surplus of the bank, less any deficit in the aggregate of its retained 
earnings, gains (losses) on available for sale securities, and foreign 
currency translation accounts, all as shown on the bank's most recent 
report of condition. Paid-in capital stock and paid-in surplus of a 
bank in organization means the amount which is to be paid in at the 
time the bank commences business.
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    \4\ Capital stock includes common stock and preferred stock 
(including sinking fund preferred stock).
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    (c) Mutual savings banks. The total subscription of a member bank 
that is a mutual savings bank shall equal six-tenths of 1 percent of 
its total deposit liabilities as shown on its most recent report of 
condition. Whenever any member bank that is a mutual savings bank 
experiences a cumulative increase or decrease in total deposit 
liabilities as shown on its most recent report of condition requiring a 
change in its holding of Reserve Bank stock in excess of the lesser of 
15 percent or 100 shares, it shall file with the appropriate Reserve 
Bank an application for issue or cancellation of Reserve Bank capital 
stock in order to adjust its Reserve Bank capital stock subscription to 
equal six-tenths of 1 percent of the member bank's total deposit 
liabilities. Such application shall be filed promptly after the first 
report of condition that reflects the increase or decrease occasioning 
the adjustment. In addition, every member bank that is a mutual savings 
bank shall file an application for issue or cancellation of Reserve 
Bank capital stock if needed in order to adjust its Reserve Bank 
capital stock subscription to equal six-tenths of 1 percent of its 
total deposit liabilities as shown on its report of condition as of 
December 31 of each year promptly after filing such report. A mutual 
savings bank that is applying for or has a deposit with the appropriate 
Reserve Bank in lieu of Reserve Bank capital stock shall file for 
acceptance or adjustment of its deposit in a like manner.
    (d) Payment for subscriptions. Upon approval by the Reserve Bank of 
an application for capital stock (or for a deposit in lieu thereof), 
the applying bank shall pay the Reserve Bank one-half of the 
subscription amount plus accrued dividends. For purposes of this part, 
dividends shall accrue at the rate of one half of one percent per month 
calculated on the basis of a 360-day year of twelve 30-day months. Upon 
payment (and in the case of a national banks in organization or state 
nonmember bank converting into a national bank, upon authorization or 
approval by the Comptroller of the Currency), the Reserve Bank shall 
issue the appropriate number of shares by crediting the bank with the 
appropriate number of shares on its books. In the case of a mutual 
savings bank not authorized to purchase Reserve Bank stock, the Reserve 
Bank will accept the deposit or addition to the deposit in place of 
issuing shares. The remaining half of the subscription or additional 
subscription (including subscriptions for deposits or additions to 
deposits) shall be subject to call by the Board.
    (e) Payment for cancellations.  (1) Upon approval of an application 
for cancellation of Reserve Bank capital stock, or (in the case of 
involuntary termination of membership) upon the effective date of 
cancellation specified in Sec. 209.3(c)(3), the Reserve Bank shall 
reduce the bank's shareholding on the Reserve Bank's books by the 
number of shares required to be canceled and shall pay therefor a sum 
equal to the cash subscription paid on the canceled stock plus accrued 
dividends (at the rate specified in paragraph (d) of this section), 
such sum not to exceed the book value of the stock.5
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    \5\ Under sections 6 and 9(10) of the Act, a Reserve Bank is 
under no obligation to pay unearned accrued dividends on redemption 
of its capital stock from an insolvent member bank for which a 
receiver has been appointed or from state member banks on voluntary 
withdrawal from or involuntary termination of membership.
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    (2) In the case of any cancellation of Reserve Bank stock under 
this Part, the Reserve Bank may first apply such sum to any liability 
of the bank to the Reserve Bank and pay over the remainder to the bank 
(or receiver or conservator, as appropriate).


Sec. 209.5  The share register.

    (a) Electronic or written record. A member bank's holding of 
Reserve Bank capital stock shall be represented by one (or at the 
option of the Reserve Bank, more than one) notation on the Reserve 
Bank's books. Such books may be electronic or in writing. Upon any 
issue or cancellation of Reserve Bank capital stock, the Reserve Bank 
shall record the member bank's new share position in its books (or 
eliminate the bank's share position from its books, as the case may 
be).
    (b) Certification. A Reserve Bank may certify on request as to the 
number of

[[Page 37665]]

shares held by a member bank and purchased before March 28, 1942, or as 
to the purchase and cancellation dates and prices of shares cancelled, 
as the case may be.

    By order of the Board of Governors of the Federal Reserve 
System, July 6, 1998.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 98-18275 Filed 7-10-98; 8:45 am]
BILLING CODE 6210-01-P