For purposes of this part, the following
definitions apply:
(a) Affiliate.
(1) The term “affiliate”
has the meaning given in section 202 of the Interlocks Act (12 U.S.C.
3201). For purposes of that section 202, shares held by an individual
include shares held by members of his or her immediate family. “Immediate
family” means spouse, mother, father, child, grandchild, sister, brother,
or any of their spouses, whether or not any of their shares are held
in trust.
(2) For purposes of section
202(3)(B) of the Interlocks Act (12 U.S.C. 3201(3)(B)), an affiliate
relationship based on common ownership does not exist if the Board
determines, after giving the affected persons the opportunity to respond,
that the asserted affiliation was established in order to avoid the
prohibitions of the Interlocks Act and does not represent a true commonality
of interest between the depository organizations. In making this determination,
the Board considers, among other things, whether a person, including
members of his or her immediate family, whose shares are necessary
to constitute the group owns a nominal percentage of the shares of
one of the organizations and the percentage is substantially disproportionate
to that person’s ownership of shares in the other organization.
(b) Area median income means—
(1) the median family income for the metropolitan
statistical area (MSA), if a depository organization is located in
an MSA; or
(2) the statewide nonmetropolitan
median family income, if a depository organization is located outside
an MSA.
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(c) Community means a city, town, or village,
and contiguous and adjacent cities, towns, or villages.
(d) Contiguous or adjacent cities, towns, or villages means cities,
towns, or villages whose borders touch each other or whose borders
are within 10 road miles of each other at their closest points. The
property line of an office located in an unincorporated city, town,
or village is the boundary line of that city, town, or village for
the purpose of this definition.
(e) Depository holding company means
a bank holding company or a savings and loan holding company (as more
fully defined in section 202 of the Interlocks Act (12 U.S.C. 3201))
having its principal office located in the United States.
(f) Depository institution means a commercial bank (including a private
bank), a savings bank, a trust company, a savings and loan association,
a building and loan association, a homestead association, a cooperative
bank, an industrial bank, or a credit union, chartered under the laws
of the United States and having a principal office located in the
United States. Additionally, a United States office, including a branch
or agency, of a foreign commercial bank is a depository institution.
(g) Depository institution affiliate means a depository
institution that is an affiliate of a depository organization.
(h) Depository organization means a depository institution
or a depository holding company.
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(i) Low- and moderate-income
areas means census tracts (or, if an area is not in a census tract,
block-numbering areas delineated by the United States Bureau of the
Census) where the median family income is less than 100 percent of
the area median income.
(j) Management
official.
(1) The
term “management official” means—
(i) a director;
(ii) an advisory or honorary director
of a depository institution with total assets of $100 million or more;
(iii) a senior executive officer
as that term is defined in 12 CFR 225.71(c);
(iv) a branch manager;
(v) a trustee of a depository organization
under the control of trustees; and
(vi) any person who has a representative or nominee, as defined in
paragraph (n) of this section, serving in any of the above capacities
in this paragraph (j)(1).
(2) The term “management official” does not include—
(i) a person whose management functions
relate exclusively to the business of retail merchandising or manufacturing;
(ii) a person whose management
functions relate principally to a foreign commercial bank’s business
outside the United States; or
(iii) a person described in the provisos of section 202(4) of the
Interlocks Act (referring to an officer of a state-chartered savings
bank, cooperative bank, or trust company that neither makes real estate
mortgage loans nor accepts savings).
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(k) Office means a principal or branch office of a depository institution located
in the United States. “Office” does not include a representative office
of a foreign commercial bank, an electronic terminal, a loan-production
office, or any office of a depository holding company.
(l) Person means a natural person, corporation, or other
business entity.
(m) Relevant metropolitan statistical area
(RMSA) means an MSA, a primary MSA, or a consolidated MSA that
is not comprised of designated primary MSAs to the extent that these
terms are defined and applied by the Office of Management and Budget.
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(n) Representative or nominee means a natural person who serves as
a management official and has an obligation to act on behalf of another
person with respect to management responsibilities. The Board will
find that a person has an obligation to act on behalf of another person
only if the first person has an agreement, express or implied, to
act on behalf of the second person with respect to management responsibilities.
The Board will determine, after giving the affected persons an opportunity
to respond, whether a person is a representative or nominee.
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(o) Total assets.
(1) The term “total assets” means assets measured on
a consolidated basis and reported in the most recent fiscal year-end
Consolidated Report of Condition and Income.
(2) The term “total assets” does not include—
(i) assets of a diversified
savings and loan holding company as defined by section 10(a)(1)(F)
of the Home Owners’ Loan Act (12 U.S.C. 1467a(a)(1)(F)) other than
the assets of its depository institution affiliate;
(ii) assets of a bank holding company
that is exempt from the prohibitions of section 4 of the Bank Holding
Company Act of 1956 pursuant to an order issued under section 4(d)
of that act (12 U.S.C. 1843(d)) other than the assets of its depository
institution affiliate; or
(iii)
assets of offices of a foreign commercial bank other than the assets
of its United States branch or agency.
(3) (i) Notwithstanding paragraph
(o)(1) of this section, and except as provided in paragraph (o)(3)(ii)
of this section, from December 2, 2020, through December 31, 2021,
the term total assets, with respect to a depository organization,
means the lesser of assets of the depository organization reported
on a consolidated basis as of December 31, 2019, and assets reported
as of the end of the depository organization’s most recent fiscal
year on a consolidated basis as of December 31, 2020.
(ii) The relief provided under paragraph
(o)(3)(i) of this section does not apply to a depository organization
if the Board determines that permitting the depository organization
to determine its assets in accordance with that paragraph would not
be commensurate with the risk profile of the depository organization.
When making this determination, the Board will consider all relevant
factors, including the extent of asset growth of the depository organization
since December 31, 2019; the causes of such growth, including whether
growth occurred as a result of mergers or acquisitions; whether such
growth is likely to be temporary or permanent; whether the depository
organization has become involved in any additional activities since
December 31, 2019; the asset size of any parent companies; and the
type of assets held by the depository organization. In making a determination
pursuant to this paragraph (o)(3)(ii), the Board will apply notice
and response procedures in the same manner and to the same extent
as the notice and response procedures in 12 CFR 263.202.
(p) United States means the United States of
America, any state or territory of the United States of America, the
District of Columbia, Puerto Rico, Guam, American Samoa, and the Virgin
Islands.
