[Federal Register Volume 79, Number 2 (Friday, January 3, 2014)]
[Rules and Regulations]
[Pages 340-343]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-31204]


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FEDERAL RESERVE SYSTEM

12 CFR Part 237

[Docket No. R-1458; RIN 7100 AD 96]


Prohibition Against Federal Assistance to Swaps Entities 
(Regulation KK)

AGENCIES: Board of Governors of the Federal Reserve System (``Board'').

ACTION: Final rule.

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SUMMARY: The Board is adopting a final rule that treats an uninsured 
U.S. branch or agency of a foreign bank as an insured depository 
institution for purposes of section 716 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (the ``Dodd-Frank Act'') and 
establishes a process by which a state member bank or uninsured state 
branch or agency of a foreign bank may request a transition period to 
conform its swaps activities to the requirements of section 716 of the 
Dodd-Frank Act.

DATES: This rule is effective on January 31, 2014.

FOR FURTHER INFORMATION CONTACT: Laurie Schaffer, Associate General 
Counsel, (202) 452-2272, Victoria Szybillo, Counsel, (202) 475-6325, 
Christine Graham, Counsel, (202) 452-3005, or Michelle Kidd, Senior 
Attorney, (202) 736-5554, Legal Division; or Jordan Bleicher, 
Supervisory Financial Analyst, (202) 973-6123, Division of Banking 
Supervision and Regulation, Board of Governors of the Federal Reserve 
System, 20th Street and Constitution Avenue NW., Washington, DC 20551. 
Users of Telecommunication Device for Deaf (TDD) only, call (202) 263-
4869.

SUPPLEMENTARY INFORMATION: On June 5, 2013, the Board sought comment on 
an interim final rule that addressed the application of section 716 of 
the Dodd-Frank Act (``section 716'') to swaps entities that are 
uninsured U.S. branches or agencies of foreign banks and established 
the process by which a state member bank and an uninsured state branch 
or agency of a foreign bank may request transition period relief in 
order to conform its swaps activities to the requirements of section 
716 (``interim final rule'').
    Section 716 generally prohibits the provision of ``Federal 
assistance'' to any ``swaps entity'' with regard to any swap, security-
based swap, or other activity of the swaps entity.\1\ ``Federal 
assistance'' is defined by section 716 to include ``advances from any 
Federal Reserve credit facility or discount window that is not part of 
a program or facility with broad-based eligibility under section 
13(3)(A) of the Federal Reserve Act'' and Federal Deposit Insurance 
Corporation (``FDIC'') insurance or guarantees.\2\ For purposes of 
section 716, the term ``swaps entity'' generally includes any swap 
dealer, security-based swap dealer, major swap participant, or major 
security-based swap participant that is registered under the Commodity 
Exchange Act or the Securities Exchange Act of 1934, as applicable.\3\
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    \1\ See Section 716(a) of the Dodd-Frank Act; 15 U.S.C. 8305(a).
    \2\ Section 716(b) of the Dodd-Frank Act; 15 U.S. C. 8305(b).
    \3\ Id.
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    Section 716 includes several provisions applicable to insured 
depository institutions. It provides a specific exclusion from the 
definition of ``swaps entity'' for any insured depository institution 
that is a major swap participant or major security-based swap 
participant,\4\ and provides that the prohibition on Federal assistance 
does not apply to an insured depository institution that limits its 
swaps activities to certain specified activities.\5\ Section 716 
provides insured depository institutions with a transition period to 
facilitate compliance with the requirements of the section. By its 
terms, section 716 applies to insured depository institutions only with 
respect to swaps and security-based swaps entered into after the 
expiration of the transition period.
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    \4\ Id. This exclusion is available to major swap participants 
and major security-based swap participants that are not otherwise 
swap dealers or security-based swap dealers.
    \5\ See section 716(d) of the Dodd-Frank Act; 15 U.S.C. 8305(d). 
Those identified activities are: (i) Hedging and other similar risk-
mitigating activities directly related to the activities of the 
insured depository institution, and (ii) acting as a swaps entity 
for swaps or security-based swaps involving rates or reference 
assets permissible for investment by a national bank pursuant to 12 
U.S.C. 24(Seventh), other than acting as a swaps entity for non-
cleared credit default swaps. Section 716(b)(2) of the Dodd-Frank 
Act; 15 U.S.C. 8305(b)(2).
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    The provisions of section 716 became effective on July 16, 2013.\6\
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    \6\ See Guidance on the Effective Date of Section 716 of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act, 77 FR 
27465 (May 10, 2012).
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I. Description of Final Rule

A. Treatment of Uninsured U.S. Branches and Agencies of Foreign Banks

    As discussed in the interim final rule, the structure, language, 
and purpose of section 716 create an ambiguity as to whether the term 
``insured depository institution'' includes uninsured U.S. branches and 
agencies of foreign banks for purposes of the various provisions of 
section 716. The term ``insured depository institution'' is not defined 
for purposes of these provisions. Section 2 of the Dodd-Frank Act 
provides that ``except as the context otherwise requires. . .,''\7\ the 
definition of ``insured depository institution'' has the same meaning 
as in the Federal Deposit Insurance Act. ``Insured depository 
institution'' is defined by section 3(c)(2) of the Federal Deposit 
Insurance Act to mean a bank or savings association the deposits of 
which are insured by the FDIC, and, for some purposes under section 
3(c)(3), an uninsured U.S. branch or agency of a foreign bank.\8\
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    \7\ See section 2 (chapeau) and (18)(A) of the Dodd-Frank Act; 
12 U.S.C. 5301 (chapeau) and (18)(A).
    \8\ See 12 U.S.C. 1813(c)(2), (c)(3).
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    The interim final rule resolved this ambiguity by providing that 
the term ``insured depository institution'' included uninsured U.S. 
branches and agencies of foreign banks for purposes of

[[Page 341]]

section 716.\9\ Accordingly, uninsured branches and agencies of foreign 
banks are provided the same exceptions and transition period relief as 
provided to insured depository institutions.
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    \9\ The interim final rule defined the terms branch, agency, and 
foreign bank by cross-reference to section 1 of the International 
Banking Act of 1978. 12 U.S.C. 3101. Insured branches of foreign 
banks are separately included in the definition of ``insured 
depository institution'' under section 3(c)(2) of the Federal 
Deposit Insurance Act.
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    The Board received four comments in response to its invitation for 
public comment on the interim final rule. Two of these comment letters 
were from industry groups, one letter was from a public interest group, 
and one letter was from an individual. Three of the four commenters 
expressed strong support for the approach taken in the interim final 
rule. These commenters agreed that section 716 is predicated on the 
treatment of uninsured U.S. branches and agencies of foreign banks as 
insured depository institutions for purposes of qualifying for Federal 
assistance and that similar treatment for purposes of section 716 is 
consistent with Congressional intent. One of these commenters expressed 
the view that the treatment in the interim final rule was necessary to 
secure equal treatment between U.S. banks and uninsured U.S. branches 
and agencies of foreign banks under the provisions of section 716.
    One commenter disagreed with the Board's analysis and argued that 
U.S. branches and agencies of foreign banks should not be treated as 
``insured depository institutions'' for purposes of section 716. The 
commenter expressed the view that the purpose of section 716 is to 
reduce systemic risk. The commenter argued that treating U.S. branches 
and agencies of foreign banks as insured depository institutions does 
not achieve that purpose because U.S. branches and agencies are subject 
to a safety and soundness regime that the commenter asserted is less 
rigorous than the regime applicable to insured depository institutions. 
The commenter also argued that U.S. branches and agencies of foreign 
banks have volatile liability structures and relatively weak capital 
requirements. For these reasons, the commenter concluded that U.S. 
branches and agencies of foreign banks should not be treated in the 
same manner as insured depository institutions and should not be 
allowed to continue swaps activities pursuant to the same exceptions.
    As discussed in the preamble to the interim final rule, the interim 
final rule's definition of ``insured depository institution'' is 
premised on the fact that, by statute, both uninsured and insured U.S. 
branches and agencies of foreign banks may receive Federal Reserve 
advances on the same terms and conditions that apply to domestic 
insured member banks.\10\ Federal Reserve advances are the only type of 
Federal assistance that causes uninsured U.S. branches and agencies of 
foreign banks to be affected by section 716.
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    \10\ Section 13(14) of the Federal Reserve Act; 12 U.S.C. 347d.
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    Congress generally requires the Board to regulate foreign banking 
organizations in accordance with the principle of national treatment, 
which means that foreign banking organizations operating in the United 
States are generally treated no less favorably than similarly-situated 
U.S. banking organizations, and are generally subject to the same 
restrictions and obligations in the United States that apply to the 
domestic operations of U.S. banking organizations.\11\ Congress 
provided U.S. uninsured branches and agencies of foreign banks with 
access to Federal Reserve advances on the same terms as insured 
depository institutions, and has permitted uninsured U.S. branches and 
agencies to engage in the same activities as insured depository 
institutions, in furtherance of this principle.\12\ Congress did not 
express an indication to deviate from this principle in the Dodd-Frank 
Act. Instead, the interim final rule is consistent with Congress's 
intent to treat U.S. branches and agencies of foreign banks like 
insured depository institutions for purposes of section 716.\13\
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    \11\ See, e.g., International Banking Act of 1978, Public Law 
95-369, 12 U.S.C. 3101 et seq; S. Rep. No. 95-1073 (Aug. 8, 1978) 
(legislative history of the International Banking Act of 1978); 
Gramm-Leach-Bliley Act of 1999, Public Law 106-102, section 141, 12 
U.S.C. 3106(c); Dodd-Frank Act, Public Law 111-203, section 
165(b)(2), 12 U.S.C. 5365(b)(2).
    \12\ 12 U.S.C. 347d; 12 U.S.C. 3106.
    \13\ See 156 Cong. Rec. S5904 (daily ed. July 15, 2010) 
(statement of Sen. Lincoln, the sponsor of section 716, indicating 
that uninsured U.S. branches and agencies should be treated in the 
same manner as insured depository institutions).
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    Regarding the commenter's views on the safety and soundness regime 
applicable to U.S. uninsured branches and agencies of foreign banks, 
all U.S. branches and agencies are subject to prudential supervision 
and regulation and must conduct swaps activities in a safe and sound 
manner. To the extent the safety and soundness regime applicable to 
uninsured branches and agencies of foreign banks differs from the 
regime applicable to insured depository institutions, these differences 
reflect the structural differences between an uninsured branch or 
agency and an insured depository institution.
    Furthermore, the commenter's assertions referred to practices in 
existence before the Dodd-Frank Act. The Dodd-Frank Act directed the 
Board to establish enhanced prudential standards, including enhanced 
liquidity requirements, in order to prevent or mitigate risks to U.S. 
financial stability that could arise from the material financial 
distress or failure, or ongoing activities of foreign banking 
organizations with total consolidated assets of $50 billion or more. 
The Board has issued a proposal to implement those requirements, which 
included liquidity requirements meant to address risks associated with 
the funding vulnerabilities the commenter cited.\14\ In addition, the 
Board notes that uninsured branches and agencies of foreign banks are 
not insured by, and therefore do not pose a threat to, the FDIC's 
deposit insurance fund.
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    \14\ 77 FR 76628 (December 28, 2012).
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    As such, for purposes of section 716, the Board believes that 
treating uninsured branches and agencies of foreign banks as insured 
depository institutions is appropriate. The final rule adopts the 
interim final rule's definition of insured depository institution 
without change.

B. Transition Period for Insured Depository Institutions and Uninsured 
U.S. Branches and Agencies of Foreign Banks

    Section 716 provides insured depository institutions with a 
transition period to conform their activities.\15\ Under section 
716(f), the appropriate Federal banking agency for an insured 
depository institution, in consultation with the SEC and CFTC, as 
appropriate, is required to establish the length of the transition 
period for conformance with the requirements of section 716. That 
transition period may be up to 24 months and may be extended for a 
period of up to one additional year.
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    \15\ See 15 U.S.C. 8305(f).
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    In establishing the length of the transition period for an insured 
depository institution, the Board is required by statute to take into 
account and make written findings regarding the potential impact of 
divestiture or cessation of swap or security-based swaps activities on 
the insured depository institution's: (i) Mortgage lending; (ii) small 
business lending; (iii) job creation; (iv) capital formation versus the 
potential negative impact on insured depositors and the Deposit 
Insurance Fund of the FDIC; and (v) any other factor that the Board 
believes appropriate to consider.

[[Page 342]]

    The interim final rule provided that a state member bank and an 
uninsured state branch and agency of foreign bank may seek a transition 
period of up to 24 months from July 16, 2013 (for an entity that is a 
swaps entity as of July 16, 2013), or from the date on which the entity 
becomes a swaps entity (if that date occurs after July 16, 2013), by 
submitting a written request to the Board. The request must include: 
(i) The length of the transition period requested; (ii) a description 
of the quantitative and qualitative impacts of immediate divestiture or 
cessation of swap or security-based swaps activities on the 
institution, including regarding the potential impact of divestiture or 
cessation of swap or security-based swaps activities on the 
institution's mortgage lending, small business lending, job creation, 
capital formation versus the potential negative impact on insured 
depositors and the Deposit Insurance Fund of the FDIC; and (iii) a 
description of the insured institution's plan for conforming its 
activities to the requirements of section 716.
    The interim final rule indicated that the Board may also request 
additional information that it believes is necessary in order to act on 
a request for a transition period. The Board will seek to act on a 
request for a transition period expeditiously after the receipt of a 
complete request. The final rule allows the Board to impose conditions 
on any transition period granted if the Board determines such 
conditions are necessary and appropriate. Consistent with section 
716(f), the final rule also permits the Board, in consultation with the 
SEC and CFTC, as appropriate, to extend the transition period for up to 
one additional year. To request an extension of the transition period, 
an insured depository institution must submit a written request no 
later than 60 days before the end of the transition period.
    Two commenters expressed support regarding the Board's expeditious 
action on transition period requests submitted in advance of section 
716's July 16, 2013, effective date. The commenter indicated that 
factors governing transition period request determinations prescribed 
in Regulation KK are appropriate and provide the Board sufficient 
flexibility to address the particular circumstances presented by 
individual requests.
    The Board is finalizing these transition period procedures as 
proposed.

II. Administrative Law Matters

A. Solicitation of Comments on Use of Plain Language

    Section 722 of the Gramm-Leach-Bliley Act required the Federal 
banking agencies to use plain language in all proposed and final rules 
published after January 1, 2000. The Board sought to present the 
interim final rule in a simple and straightforward manner and did not 
receive any comments on the use of plain language.

B. Paperwork Reduction Act Analysis

    In accordance with section 3512 of the Paperwork Reduction Act of 
1995 (44 U.S.C. 3501-3521) (PRA), the Board may not conduct or sponsor, 
and a respondent is not required to respond to, an information 
collection unless it displays a currently valid Office of Management 
and Budget (OMB) control number. The OMB control number for this 
information collection will be assigned. The Board reviewed the final 
rule under the authority delegated to the Board by OMB. The Board 
received no comments on the PRA.
    The final rule contains requirements subject to the PRA. The 
reporting requirements are found in sections 237.22(a)(1) and 
237.22(e). This information collection requirement would implement 
section 716 of the Dodd-Frank Act.
Proposed Information Collection
    Title of Information Collection: Reporting Requirements Associated 
with Regulation KK.
    Frequency of Response: On occasion.
    Affected Public: Businesses or other for-profit.
    Respondents: Uninsured U.S. branches or agencies of a foreign bank 
and state member banks.
    Abstract: The final rule would treat an uninsured U.S. branch or 
agency of a foreign bank as an insured depository institution and 
establish a process by which a state member bank and uninsured branch 
or agency of a foreign bank may request a transition period to conform 
its swaps activities to the requirements of section 716 of the Dodd-
Frank Act (15 U.S.C. 8305).
    Section 237.22(a)(1) provides that an insured depository 
institution for which the Board is the appropriate Federal banking 
agency may request a transition period of up to 24 months from the 
later of July 16, 2013, or the date on which it becomes a swaps entity, 
to conform its swaps activities to the requirements of section 716 of 
the Dodd-Frank Act by submitting a request in writing to the Board. Any 
request submitted must, at a minimum, include the following 
information: (1) The length of the transition period requested; (2) a 
description of the quantitative and qualitative impacts of divestiture 
or cessation of swap or security-based swaps activities on the insured 
depository institution, including information that addresses the 
factors in section 237.22(c); and (3) a detailed explanation of the 
insured depository institution's plan for conforming its activities to 
the requirements of section 716 of the Dodd-Frank Act.
    Section 237.22(e) would allow the Board to extend a transition 
period for a period of up to one additional year. To request an 
extension of the transition period, an insured depository institution 
must submit a written request containing the information set forth in 
section 237.22(a) no later than 60 days before the end of the 
transition period.
Estimated Paperwork Burden
    Number of Respondents: 2 (12 initial submissions for transition 
period relief).
    Estimated Average Hours per Response: 7 hours.
    Total Estimated Annual Burden: 14 hours (84 hours for initial 
submissions for transition period relief).
    The Board has a continuing interest in the public's opinions of 
collections of information. At any time, comments regarding the burden 
estimate, or any other aspect of this collection of information, 
including suggestions for reducing the burden, may be sent to: 
Secretary, Board of Governors of the Federal Reserve System, 20th and C 
Streets NW., Washington, DC 20551; and to the Office of Management and 
Budget, Paperwork Reduction Project, Washington, DC 20503.

List of Subjects in 12 CFR Part 237

    Administrative practice and procedure, Banks and banking, Capital, 
Foreign banking, Holding companies, Margin requirements, Reporting and 
recordkeeping requirements, Risk, Derivatives.

Authority and Issuance

    For the reasons stated in the Supplementary Information, the 
interim rule adding part 237 to 12 CFR Chapter II and published at 78 
FR 34545 on June 10, 2013, is adopted as final with the following 
changes:

PART 237--MARGIN AND CAPITAL REQUIREMENTS FOR COVERED SWAPS 
ENTITIES (REGULATION KK)

0
1. The authority citation for part 237 continues to read as follows:


[[Page 343]]


    Authority:  15 U.S.C. 8305, 12 U.S.C. 343-350, 12 U.S.C. 818, 12 
U.S.C. 3101 et seq.

0
2. Subpart B is revised to read as follows:
Subpart B--Prohibition Against Federal Assistance to Swaps Entities
Sec.
237.20 Definitions.
237.21 Definition of insured depository institution for purposes of 
section 716 of the Dodd-Frank Act.
237.22 Transition period for insured depository institutions.

Subpart B--Prohibition Against Federal Assistance to Swaps Entities


Sec.  237.20  Definitions.

    Unless otherwise specified, for purposes of this subpart:
    (a) Board means the Board of Governors of the Federal Reserve 
System.
    (b) Dodd-Frank Act means the Dodd-Frank Wall Street Reform and 
Consumer Protection Act.
    (c) Foreign bank has the same meaning as in Sec.  211.21(n) of the 
Board's Regulation K (12 CFR 211.21(n)).
    (d) Major security-based swap participant has the same meaning as 
in section 3(a)(67) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(67)) and as implemented in rules and orders issued by the 
Securities and Exchange Commission.
    (e) Major swap participant has the same meaning as in section 
1a(33) of the Commodity Exchange Act (7 U.S.C. 1a(33)) and as 
implemented in rules and orders issued by the Commodity Futures Trading 
Commission.
    (f) Security-based swap has the same meaning as in section 3(a)(68) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) and as 
implemented in rules and orders issued by the Securities and Exchange 
Commission.
    (g) Security-based swap dealer has the same meaning as in section 
3(a)(71) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(71)) 
and as implemented in rules and orders issued by the Securities and 
Exchange Commission.
    (h) Swap dealer has the same meaning as in section 1a(49) of the 
Commodity Exchange Act (7 U.S.C. 1a(49)) and as implemented in rules 
and orders issued by the Commodity Futures Trading Commission.
    (i) Swaps entity means a person that is registered as a swap 
dealer, security-based swap dealer, major swap participant, or major 
security-based swap participant under the Commodity Exchange Act or 
Securities Exchange Act of 1934, other than an insured depository 
institution that is registered as a major swap participant or major 
security-based swap participant.


Sec.  237.21  Definition of insured depository institution for purposes 
of section 716 of the Dodd-Frank Act.

    For purposes of section 716 of the Dodd-Frank Act (15 U.S.C. 8305) 
and this rule, the term ``insured depository institution'' includes any 
insured depository institution as defined in section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813) and any uninsured U.S. branch or 
agency of a foreign bank. The terms branch, agency, and foreign bank 
are defined in section 1 of the International Banking Act of 1978 (12 
U.S.C. 3101).


Sec.  237.22  Transition period for insured depository institutions.

    (a) Approval of transition period. (1) To the extent an insured 
depository institution for which the Board is the appropriate Federal 
banking agency qualifies as a ``swaps entity'' and would be subject to 
the Federal assistance prohibition in section 716(a) of the Dodd-Frank 
Act (15 U.S.C. 8305(a)), the insured depository institution may request 
a transition period of up to 24 months from the later of July 16, 2013, 
or the date on which it becomes a swaps entity, during which to conform 
its swaps activities to the requirements of section 716 of the Dodd-
Frank Act (15 U.S.C. 8305) by submitting a request in writing to the 
Board.
    (2) Any request submitted pursuant to this paragraph (a) of this 
section shall, at a minimum, include the following information:
    (i) The length of the transition period requested;
    (ii) A description of the quantitative and qualitative impacts of 
divestiture or cessation of swap or security-based swaps activities on 
the insured depository institution, including information that 
addresses the factors in paragraph (c) of this section; and
    (iii) A detailed explanation of the insured depository 
institution's plan for conforming its activities to the requirements of 
section 716 of the Dodd-Frank Act (15 U.S.C. 8305) and this part.
    (3) The Board may, at any time, request additional information that 
it believes is necessary for its decision.
    (b) Transition period for insured depository institutions. 
Following review of a written request submitted under paragraph (a) of 
this section, the Board shall permit an insured depository institution 
for which it is the appropriate Federal banking agency up to 24 months 
after the later of July 16, 2013, or the date on which the insured 
depository institution becomes a swaps entity, to comply with the 
requirements of section 716 of the Dodd-Frank Act (15 U.S.C. 8305) and 
this subpart based on its consideration of the factors in paragraph 
(c).
    (c) Factors governing Board determinations. In establishing an 
appropriate transition period pursuant to any request under this 
section, the Board will take into account and make written findings 
regarding:
    (1) The potential impact of divestiture or cessation of swap or 
security-based swaps activities on the insured depository 
institution's:
    (i) Mortgage lending;
    (ii) Small business lending;
    (iii) Job creation; and
    (iv) Capital formation versus the potential negative impact on 
insured depositors and the Deposit Insurance Fund of the Federal 
Deposit Insurance Corporation; and
    (2) Any other factor that the Board believes appropriate.
    (d) Timing of Board review. The Board will seek to act on a request 
under paragraph (a) of this section expeditiously after the receipt of 
a complete request.
    (e) Extension of transition period. The Board may extend a 
transition period provided under this section for a period of up to one 
additional year. To request an extension of the transition period, an 
insured depository institution must submit a written request containing 
the information set forth in paragraph (a) of this section no later 
than 60 days before the end of the transition period.
    (f) Authority to impose restrictions during any transition period. 
The Board may impose such conditions on any transition period granted 
under this section as the Board determines are necessary or 
appropriate.
    (g) Consultation. The Board shall consult with the Commodity 
Futures Trading Commission or the Securities and Exchange Commission, 
as appropriate, prior to the approval of a request by an insured 
depository institution for a transition period under this section.

    By order of the Board of Governors of the Federal Reserve 
System, December 24, 2013.
Margaret McCloskey Shanks,
Deputy Secretary of the Board.
[FR Doc. 2013-31204 Filed 1-2-14; 8:45 am]
BILLING CODE 6210-01-P