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Federal Reserve Bank
of Dallas

l l★K

October 2, 2002

DALLAS, TEXAS
75265-5906

Notice 02-52

TO: The Chief Executive Officer of each
financial institution and others concerned
in the Eleventh Federal Reserve District

SUBJECT
Interim Final Rule with Request for
Public Comment on Section 12(i) of the Securities Exchange Act of 1934
DETAILS
The Board of Governors of the Federal Reserve System has modified its regulations
implementing section 12(i) of the Securities Exchange Act of 1934. These amendments
•

Reflect the amendments made to section 12(i) by the Sarbanes-Oxley Act of 2002
and

•

Vest the Board with the authority to administer and enforce several of the enhanced reporting, disclosure, and corporate governance obligations imposed by
the Sarbanes-Oxley Act regarding state member banks that have a class of securities registered under the Securities Exchange Act of 1934.

Because some of the relevant provisions of the Sarbanes-Oxley Act to be administered by the Board are effective already, or will become effective shortly, the Board has adopted
the rule on an interim basis and made the rule effective immediately. The Board requests comment on all aspects of the interim rule and will modify the rule as appropriate in light of the
comments received.
The Board must receive comments by October 15, 2002. Please address comments to
Jennifer J. Johnson, Secretary, Board of Governors of the Federal Reserve System, 20th Street
and Constitution Avenue, N.W., Washington, DC 20551. Also, you may mail comments electronically to regs.comments@federalreserve.gov. All comments should refer to Docket No.
R-1129.

For additional copies, bankers and others are encouraged to use one of the following toll-free numbers in contacting the Federal
Reserve Bank of Dallas: Dallas Office (800) 333-4460; El Paso Branch Intrastate (800) 592-1631, Interstate (800) 351-1012;
Houston Branch Intrastate (800) 392-4162, Interstate (800) 221-0363; San Antonio Branch Intrastate (800) 292-5810.

-2-

ATTACHMENT
A copy of the Board’s notice as it appears on pages 57938–41, Vol. 67, No. 178 of the
Federal Register dated September 13, 2002, is attached.
MORE INFORMATION
For more information, please contact Daniel Kirkland, Banking Supervision Department, (214) 922-6256. Paper copies of this notice or previous Federal Reserve Bank notices can
be printed from our web site at http://www.dallasfed.org/banking/notices/index.html.

Federal Register

Friday
September 13, 2002

Board of Governors of the
Federal Reserve System
Interim Final Rule with Request for Public
Comment on Section 12(i) of the Securities
Exchange Act of 1934

Docket No. R-1129
Interim final rule with request for comments

57938

Federal Register / Vol. 67, No. 178 / Friday, September 13, 2002 / Rules and Regulations
requests comment on all aspects of the
interim rule, and will modify the rule as
appropriate in light of the comments
received.
DATES: The interim rule is effective on
September 13, 2002. Comments on the
rule must be received by October 15,
2002.

Comments should refer to
Docket No. R–1129, and should be
mailed to Ms. Jennifer J. Johnson,
Secretary, Board of Governors of the
Federal Reserve System, 20th Street and
Constitution Avenue, NW., Washington,
DC 20551 or mailed electronically to
regs.comments@federalreserve.gov.
Comments addressed to Ms. Johnson
also may be delivered to the Board’s
mail facility in the west courtyard of the
Eccles Building, located on 21st Street
between Constitution Avenue and C
Street, NW. Members of the public may
inspect comments in Room MP–500 of
the Martin Building, between 9 a.m. and
5 p.m. weekdays, in accordance with
the Board’s Rules Regarding the
Availability of Information (12 CFR part
261).
FOR FURTHER INFORMATION CONTACT:
Kieran J. Fallon, Senior Counsel (202–
452–5270), or Walter R. McEwen,
Counsel (202–452–3321), Legal
Division; Terrill Garrison, Supervisory
Financial Analyst (202–452–2712),
Division of Banking Supervision and
Regulation. Users of
Telecommunication Device for Deaf
(TTD) only, call (202) 263–4869.
SUPPLEMENTARY INFORMATION:
ADDRESSES:

FEDERAL RESERVE SYSTEM
12 CFR Part 208
[Regulation H; Docket No. R–1129]

Reporting and Disclosure
Requirements for State Member Banks
With Securities Registered Under the
Securities Exchange Act of 1934
AGENCY: Board of Governors of the
Federal Reserve System.
ACTION: Interim final rule with request
for public comment.
SUMMARY: The Board has modified its
regulations implementing section 12(i)
of the Securities Exchange Act of 1934
to reflect the amendments made to
section 12(i) by the Sarbanes-Oxley Act
of 2002. These amendments vest the
Board with the authority to administer
and enforce several of the enhanced
reporting, disclosure and corporate
governance obligations imposed by the
Sarbanes-Oxley Act with respect to state
member banks that have a class of
securities registered under the
Securities Exchange Act of 1934.
Because some of the relevant provisions
of the Sarbanes-Oxley Act to be
administered by the Board are effective
already, or will become effective
shortly, the Board has adopted the rule
on an interim basis and made the rule
effective immediately. The Board

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Background
Section 12(i) of the Securities
Exchange Act (15 U.S.C. 78l(i))
(Exchange Act) vests the Board with the
authority to administer and enforce the
disclosure and reporting requirements
of sections 12, 13, 14(a), 14(c), 14(d),
14(f) and 16 of the Exchange Act with
respect to state member banks that have
a class of securities registered under
section 12(b) or 12(g) of the Exchange
Act (registered banks).1 Section 208.36
of the Board’s Regulation H (12 CFR part
208.36) implements the reporting and
disclosure provisions of sections 12, 13,
14(a), 14(c), 14(d), 14(f) and 16 of the
Exchange Act for registered banks. As a
general matter, Regulation H requires
registered banks to comply with the
rules, regulations and forms adopted by
the Securities and Exchange
Commission (SEC) under sections 12,
13, 14(a), 14(c), 14(d), 14(f) and 16 of the
1 As of June 30, 2002, 19 state member banks had
a class of securities registered under sections 12(b)
or 12(g) of the Exchange Act and, thus, are
considered registered banks.

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Exchange Act, but requires registered
banks to file any reports or forms
required by such regulations with the
Board (rather than the SEC) and
substitutes the ‘‘Board’’ for the ‘‘SEC’’
each place that term appears in the
SEC’s rules and forms.
Description of Interim Rule
On July 30, 2002, President Bush
signed into law the Sarbanes-Oxley Act
of 2002 (occasionally referred to
hereafter as the ‘‘Act’’).2 Titles III and IV
of the Sarbanes-Oxley Act include a
number of provisions that are designed
to improve the corporate governance
and financial disclosures of issuers that
have a class of securities registered
under sections 12(b) or 12(g) of the
Exchange Act, or that are required to file
periodic reports with the SEC under
section 15(d) of the Exchange Act
(public issuers).
The Sarbanes-Oxley Act also
amended section 12(i) of the Exchange
Act to vest the Board with the authority
to administer and enforce several of the
Act’s new corporate governance and
disclosure requirements with respect to
registered banks.3 In particular, this
amendment provides that the Board
shall be the appropriate agency to
administer and enforce the following
sections of the Act with respect to
registered banks. (The effective date of
the relevant section, as well as any
required timeframe for the SEC to adopt
implementing rules, are indicated
parenthetically.)
• Section 301, which establishes
certain oversight, independence,
funding and other requirements for the
audit committees of public issuers, and
requires the SEC to issue rules that
prohibit any national securities
exchange or national securities
association from listing the securities of
an issuer that fails to comply with these
audit committee requirements. (The SEC
must adopt rules implementing the
listing prohibition by April 26, 2003.) 4
• Section 302, which mandates that
the SEC adopt rules that require the
principal executive officer(s) and
principal financial officer(s) of public
issuers to include certain certifications
in the issuer’s annual and quarterly
reports filed under the Exchange Act.
(The SEC issued final rules
implementing this section on August 28,
2002.) 5
2 Pub.

L. 102–204 (2002).
Sarbanes-Oxley Act at § 3(b)(4) (amending
15 U.S.C. 78l(i)).
4 These audit committee and listing requirements
were enacted as a new subsection (m) to section
10A of the Exchange Act. See 15 U.S.C. 78f(m).
5 See Exchange Act Rel. No. 34–46427 (Aug. 28,
2002), available at http://www.sec.gov/rules/
3 See

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Federal Register / Vol. 67, No. 178 / Friday, September 13, 2002 / Rules and Regulations
• Section 303, which requires the
SEC to issue rules prohibiting the
officers and directors of public issuers,
and persons acting under their
direction, from fraudulently
influencing, coercing, manipulating, or
misleading the issuer’s independent
auditor for purposes of rendering the
issuer’s financial statements materially
misleading. (The SEC must issue
proposed rules implementing section
303 by October 28, 2002, and must
adopt final rules implementing this
section by April 26, 2003.)
• Section 304, which requires the
chief executive officer and chief
financial officer of public issuers to
reimburse the issuer for certain
compensation and profits received if the
issuer is required to restate its financial
reports due to material noncompliance,
as a result of misconduct, with the
Federal securities laws. (The
requirements of section 304 became
effective on July 30, 2002.)
• Section 306(a), which prohibits the
directors and executive officers of any
public issuer of equity securities from
purchasing, selling or transferring any
equity security acquired by the director
or executive officer in connection with
his or her service as a director or
executive officer during any ‘‘blackout
period’’ with respect to the security.
(The provisions of section 306(a) will
become effective on January 26, 2003.)
• Section 401(b), which requires the
SEC to issue rules that prohibit issuers
from including misleading pro forma
financial information in their filings
with the SEC or in any public release,
and that require issuers to reconcile any
pro forma financial information
included in such filings or public
releases with the issuer’s financial
statements prepared in accordance with
generally accepted accounting
principles (GAAP). (The SEC must issue
final rules implementing section 401(b)
by January 26, 2003.)
• Section 404, which mandates that
the SEC issue rules that require all
annual reports filed under section 13(a)
final.shtml. Section 906 of the Sarbanes-Oxley Act
includes another certification requirement that is
separate from the certification requirements of
section 302. Section 906 provides that all periodic
reports that contain financial statements and that
are filed by public issuers under sections 13(a) or
15(d) of the Exchange Act must include a written
certification by the chief executive officer and chief
financial officer (or equivalent) that (1) the report
complies with the requirements of section 13(a) or
15(d) of the Exchange Act, and (2) the information
contained in the periodic report fairly presents, in
all material respects, the financial condition and
results of operations of the issuer. Section 906
became effective on July 30, 2002, and persons who
knowingly or willfully violate section 906 are
subject to specified criminal penalties. See 18
U.S.C. 1350.

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or 15(d) of the Exchange Act to include
certain statements and assessments
related to the issuer’s internal control
structures and procedures for financial
reporting.6 (The Act does not establish
a date by which the SEC must issue
rules implementing the requirements of
section 404.)
• Section 406, which mandates that
the SEC adopt rules that require public
issuers to (1) disclose in their periodic
reports filed under the Exchange Act
whether the issuer has adopted a code
of ethics for its senior financial officers
and, if not, the reasons why such a code
has not been adopted; and (2) promptly
disclose on Form 8–K any change to, or
waiver of, the issuer’s code of ethics.
(The SEC must issue proposed rules
implementing section 406 by October
28, 2002, and must adopt final rules
implementing the section by January 26,
2003.)
• Section 407, which mandates that
the SEC adopt rules that require public
issuers to disclose in their periodic
reports filed under the Exchange Act
whether the audit committee of the
issuer includes at least one financial
expert and, if not, the reasons why the
audit committee does not include such
an expert. (The SEC must issue
proposed rules implementing section
407 by October 28, 2002, and must
adopt final rules implementing the
section by January 26, 2003.)
In light of the foregoing, the Board has
amended section 208.36(a) of Regulation
H to reflect the fact that the Board will
administer and enforce the abovedescribed sections of the SarbanesOxley Act with respect to registered
banks. As noted above, Regulation H
currently requires registered banks to
comply generally with the rules,
regulations and forms adopted by the
SEC under sections 12, 13, 14(a), 14(c),
14(d), 14(f) and 16 of the Exchange Act.
The interim rule similarly requires
registered banks to comply with any
rules, regulations and forms that the
SEC adopts under section 10A(m) of the
Exchange Act (as added by section 301
of the Sarbanes-Oxley Act), or sections
302, 303, 304, 306(a), 401(b), 404, 406
and 407 of the Sarbanes-Oxley Act.
Registered banks should monitor the
SEC’s Web site (http://www.sec.gov), the
Federal Register, or other appropriate
publications to remain informed about
any rules or regulations issued by the
SEC under these sections of the
6 Section

404 also requires the registred public
accounting firm that prepares or issues the audit
report for the issuer’s annual report to attest to, and
report on, the issuer’s assessment of its internal
control structures and procedures for financial
reporting.

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57939

Sarbanes-Oxley Act.7 If the rules or
forms issued by the SEC under these
sections require issuers to file
documents with the SEC, registered
banks must make such filings with the
Board (rather than the SEC) in
accordance with the provisions of
section 208.36.
Effective Date of Rule
Some of the provisions of the
Sarbanes-Oxley Act to be administered
and enforced by the Board became
effective immediately upon enactment
of the Act (July 30, 2002), or became
effective on August 29, 2002.8 In light of
these statutory deadlines, the Board has
adopted the modifications to section
208.36(a) of Regulation H on an interim
basis without first reviewing public
comments, and has made the rule
effective immediately upon its
publication in the Federal Register.
Pursuant to 5 U.S.C. 553, the Board
finds that it is impracticable to review
public comments prior to the effective
date of the interim rule, and that there
is good cause, for the reasons discussed
above, to make the interim rule effective
on September 13, 2002. The Board also
finds, pursuant to 12 U.S.C. 4802(b)(1),
that there is good cause to make the rule
effective prior to the first day of the first
calendar quarter that begins after
publication of the rule.
Request for Comments
The Board requests comment on all
aspects of the interim rule. The interim
rule generally requires registered banks
to comply with the rules, regulations
and forms adopted by the SEC under the
sections of the Exchange Act and the
Sarbanes-Oxley Act listed in the rule.
The Board notes that section 12(i)
permits the Board to modify the
requirements of these SEC rules,
regulations and forms for registered
banks if the Board (1) determines that
the SEC’s rules, regulations or forms are
not necessary or appropriate in the
public interest or for the protection of
investors, and (2) publishes such
findings (and the reasons supporting
such findings) in the Federal Register.9
The Board intends to monitor the
rules, regulations and forms adopted by
the SEC to implement the provisions of
the Sarbanes-Oxley Act that will be
administered and enforced by the Board
with respect to registered banks, and to
consider whether any modifications to
7 As noted above, the SEC already has adopted a
final rule to implement the certification
requirements of section 302 of the Act. See
Exchange Act Release No. 34–46427 (Aug. 28,
2002).
8 See Sarbanes-Oxley Act, sections 302 and 304.
9 See 15 U.S.C. 78l(i)(4)

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Federal Register / Vol. 67, No. 178 / Friday, September 13, 2002 / Rules and Regulations

such rules, regulations or forms would
be appropriate or necessary for
registered banks. The Board requests
comment on whether it would be
appropriate at this time to modify any
of the rules, regulations or forms
adopted by the SEC to implement the
provisions of the Sarbanes-Oxley Act
referenced in section 12(i) of the
Exchange Act. Commenters supporting
any modifications to the SEC’s rules,
regulations or forms should discuss why
compliance with the SEC’s rules would
be impracticable or unduly burdensome
for registered banks, and how the
proposed modification would be
consistent with the standards set forth
in section 12(i) of the Exchange Act.
Other Sarbanes-Oxley Act Issues
Relevant to Registered Banks
Besides the provisions discussed
above, the Sarbanes-Oxley Act also
includes a variety of other provisions
that will affect all issuers of public
securities, including state member
banks that report to the Board under the
Exchange Act. For example, the Act
includes important changes relating to
the independence of outside auditors,
the services that audit firms may
provide to their audit clients, and the
composition and duties of audit
committees of public issuers.
In addition, the Sarbanes-Oxley Act
made several amendments to sections
13 and 16 of the Exchange Act which
relate to the financial disclosures of
public issuers, lending by public issuers
to their directors and executive officers,
and the timeframe for officers, directors
and principal shareholders of public
issuers to report trades in the equity
securities of the issuer.10 Because these
amendments were made to sections 13
and 16 of the Exchange Act, the Board
is the agency responsible for
administering and enforcing these
provisions with respect to registered
banks.11 Moreover, because section
208.36 of Regulation H already requires
registered banks to comply with any
rules, regulations and forms adopted by
the SEC under sections 13 and 16 of the
Exchange Act, registered banks must
comply with any rules issued by the
SEC to implement the amendments
made by the Sarbanes-Oxley Act to
sections 13 and 16 of the Exchange Act,
unless these rules are modified by the
Board.
Accordingly, registered banks are
encouraged to review the SarbanesOxley Act and to discuss the Act’s
10 See Sarbanes-Oxley Act, sections 401(a), 402,
403 and 409 (to be codifed at 15 U.S.C. 78m(i), (j),
(k) and (l) and 78p(a)).
11 See 15 U.S.C. 78l(i)

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requirements with their directors,
outside auditors, audit committees and
counsel as appropriate. Registered banks
also are encouraged to monitor the
SEC’s Web site (http://www.sec.gov) or
other appropriate publications to keep
abreast of actions taken by the SEC to
implement the provisions of the
Sarbanes-Oxley Act relating to public
issuers and their officers, directors and
auditors. The Board notes, for example,
that the SEC has adopted a final rule
implementing the amendments made by
the Sarbanes-Oxley Act to the insider
transaction reporting requirements of
section 16 of the Exchange Act.12 The
Board also intends to monitor
developments in this area and may issue
supervisory guidance in the future to
assist registered banks and other
banking organizations supervised by the
Federal Reserve in understanding and
complying with the requirements of the
Sarbanes-Oxley Act.
Plain Language
Section 722 of the Gramm-LeachBliley Act (12 U.S.C. 4809) requires the
Board to use ‘‘plain language’’ in all
rules published in the Federal Register
after January 1, 2000. The Board
believes the interim rule is presented in
a simple and straightforward manner,
and invites comment on whether there
are additional steps that the Board could
take to make the interim rule easier to
understand.
Regulatory Flexibility Act
Pursuant to section 3(a) of the
Regulatory Flexibility Act (5 U.S.C.
603(a)), the Board must publish an
initial regulatory flexibility analysis
with this interim rule. The rule
implements for registered banks several
of the new reporting and disclosure
obligations imposed by the SarbanesOxley Act on public issuers of
securities. Consistent with section 12(i)
of the Exchange Act, the interim rule
requires registered banks to comply
with any rules, regulations or forms that
the SEC may issue under the relevant
provisions of the Sarbanes-Oxley Act.
By incorporating the SEC’s rules,
regulations and forms by reference, the
interim rule seeks to minimize the
potential conflict between the interim
rule and the corresponding SEC rules
and, thus, reduce the potential burden
associated with complying with the
Board’s rule. The Board also has
requested comment on whether any of
the SEC’s rules incorporated by
reference into the Board’s rules would
12 See Exchange Act Rel. No. 34–46421 (Aug. 27,
2002), which is available on the Internet at http:/
/www.sec.gov/rules/final.shtml.

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impose undue burdens on registered
banks.
The objectives and legal basis for the
interim rule are discussed in the
supplementary information set forth
above. As of June 30, 2002, 19 state
member banks had a class of securities
registered under sections 12(b) or 12(g)
of the Exchange Act and, thus, would be
subject to the rule. As of the same date,
only eight of these institutions have
assets of less than $100 million and are
considered small entities for purposes of
the Regulatory Flexibility Act. See 5
U.S.C. 601; 13 CFR 121.201.
Paperwork Reduction Act
In accordance with the Paperwork
Reduction Act of 1995 (44 U.S.C. 3506;
5 CFR part 1320 Appendix A), the Board
has reviewed this interim rule under the
authority delegated to the Board by the
Office of Management and Budget.
Consistent with the requirements of
section 12(i) of the Exchange Act, the
interim rule requires registered banks to
abide by any collection of information
requirements adopted by the SEC under
sections 301, 302, 303, 304, 306(a),
401(b), 404, 406 and 407 of the
Sarbanes-Oxley Act of 2002. As of June
30, 2002, there were 19 registered banks
that will be subject to the interim rule.
Registered banks may request
confidential treatment of any
information submitted to the Board
under the interim rule in the manner
described in section 208.36(d) of the
Board’s Regulation H (12 CFR
208.36(d)).
Because the SEC has not yet adopted
many of the rules necessary to
implement the sections of the SarbanesOxley Act referenced above, the Board
is unable at this time to estimate the
annual burden registered banks will
incur in complying with the interim
rule. The Board notes that the SEC must
consider the paperwork burden imposed
by its rules in connection with its
rulemaking process, and provide an
estimate of the number of hours persons
subject to the rule would spend each
year in complying with any collections
of information imposed by the SEC’s
rule. Registered banks and other persons
interested in the potential paperwork
burden imposed by the interim rule are
encouraged to monitor the SEC’s
rulemaking process under the SarbanesOxley Act.
The Federal Reserve may not conduct
or sponsor, and an organization is not
required to respond to, an information
collection unless the Board has
displayed a currently valid OMB control
number. The OMB control number for
the information collections required by
the interim rule is 7100–0091.

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Federal Register / Vol. 67, No. 178 / Friday, September 13, 2002 / Rules and Regulations
Comments on the collections of
information required by the interim rule
may be sent to the Office of
Management and Budget, Paperwork
Reduction Project, Washington, DC
20503, with copies of the comments
sent to Mary M. West, Federal Reserve
Board Clearance Officer, Division of
Research and Statistics, Mail Stop 41,
Board of Governors of the Federal
Reserve System, Washington, DC 20551.
List of Subjects in 12 CFR Part 208
Accounting, Banks, banking,
Reporting and recordkeeping
requirements, Securities.
Authority and Issuance
For the reasons set forth in the
preamble, the Board of Governors of the
Federal Reserve System amends part
208 of chapter II of title 12 of the Code
of Federal Regulations as follows:
PART 208—MEMBERSHIP OF STATE
BANKING INSTITUTIONS IN THE
FEDERAL RESERVE SYSTEM
(REGULATION H)
1. The authority citation for part 208
continues to read as follows:
Authority: 12 U.S.C. 24, 24a, 36, 92a, 93a,
248(a), 248(c), 321–338a, 371d, 461, 481–486,
601, 611, 1814, 1816, 1818, 1820(d)(9),
1823(j), 1828(o), 1831, 1831o, 1831p–1,
1831r–1, 1831w, 1831x, 1835a, 1843(l), 1882,
2901–2907, 3105, 3310, 3331–3351, and
3906–3909; 15 U.S.C. 78b, 78l(b), 78l(g),
78l(i), 78o–4(c)(5), 78q, 78q–1, and 78w; 31
U.S.C. 5318; 42 U.S.C. 4012a, 4104a, 4104b,
4106, and 4128.

2. Section 208.36(a) is revised to read
as follows:
§ 208.36 Reporting requirements for State
member banks subject to the Securities
Exchange Act of 1934.

(a) Filing, disclosure and other
requirements—(1) General. Except as
otherwise provided in this section, a
member bank whose securities are
subject to registration pursuant to
section 12(b) or section 12(g) of the
Securities Exchange Act of 1934 (the
1934 Act) (15 U.S.C. 78l(b) and (g)) shall
comply with the rules, regulations and
forms adopted by the Securities and
Exchange Commission (Commission)
pursuant to—
(i) Sections 10A(m), 12, 13, 14(a),
14(c), 14(d), 14(f) and 16 of the 1934 Act
(15 U.S.C. 78f(m), 78l, 78m, 78n(a), (c),
(d) and (f), and 78p); and
(ii) Sections 302, 303, 304, 306,
401(b), 404, 406 and 407 of the
Sarbanes-Oxley Act of 2002 (codified at
15 U.S.C. 7241, 7242, 7243, 7244, 7261,
7262, 7264 and 7265).
(2) References to the Commission.
Any references to the ‘‘Securities and

Exchange Commission’’ or the
‘‘Commission’’ in the rules, regulations
and forms described in paragraph (a)(1)
of this section shall with respect to
securities issued by member banks be
deemed to refer to the Board unless the
context otherwise requires.
*
*
*
*
*
By order of the Board of Governors of the
Federal Reserve System, September 9, 2002.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 02–23364 Filed 9–12–02; 8:45 am]
BILLING CODE 6210–01–P

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Federal Reserve Bank of St. Louis, One Federal Reserve Bank Plaza, St. Louis, MO 63102