The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.
F ederal Reserve bank DALLAS, T E X A S of Dallas 75222 C i r c u l a r No. 78-29 March 14, 1978 RESERVE BANK DIRECTORS—ACTIONS AND RESPONSIBILITIES New R egulation a n d G uide to C onduct TO ALL MEMBER BANKS IN THE ELEVENTH FEDERAL RESERVE DISTRICT: U n d er th e F ed eral R e s e r v e Reform Act of 1977, th e d i r e c t o r s of Federal R e s e r v e B an k s a r e p ro h ib i te d from p a r t ic ip a tin g in m a tte rs in w hich th e y , o r re la te d p e r s o n s or o r g a n iz a t io n s , h a v e a financial in t e r e s t , e x c e p t w h e r e , a fte r full d i s c l o s u r e by a d i r e c t o r or p u r s u a n t to g e n e r a l r u l e s p u b lis h e d by th e B oard of G o v e r n o r s of th e F ederal R e s e rv e S y s te m , th e financial i n t e r e s t h a s been ex em p ted by the Board of G o v e rn o rs as too rem ote o r in c o n se q u e n tia l to affect the in te g rity of the d ire c to r's serv ice s. A c c o rd in g ly , the B oard of G o v e rn o rs has a d o p te d , effective F e b r u a r y 17, 1978, a new re g u la tio n en title d " R e s e r v e B ank D ir e c to r s —A ctions a n d R e s p o n s i b ilitie s " a n d a "G uide to C o n d u ct fo r D ire c to rs of F ederal R e s e rv e Banks a n d B ra n c h e s of Federal R e s e r v e B a n k s . " While th e re g u la tio n has b e en a d o p te d as a final r u l e in view of th e s ta t u t e 's c u r r e n t a p p lic a tio n to d i r e c t o r s a n d the d e s i r a b i l ity of p ro v id in g d i r e c t o r s both g u id a n c e a n d p ro te c tio n from lia b ility , as a p ra c tic al m a tte r, th e re g u la tio n will b e t r e a te d as interim in n a t u r e p e n d in g re c e ip t by the Board of G o v e rn o rs of com ments a n d v ie w s from d i r e c t o r s . R e s e rv e B a n k s , and o th e r in te r e s te d p e r s o n s . P r in te d on the e n clo se d p a g e s is th e text of th e re g u la tio n a n d g u i d e as s u b m itte d to th e FEDERAL REGISTER. T h e Board h a s in v ited th e d i r e c t o r s . Re s e r v e B a n k s , a n d o th e r in te r e s te d p e r s o n s to s u b m it comments a n d view s in w r i t ing to th e S e c r e t a r y , B oard of G o v e rn o rs of the F ed eral R e s e r v e System , W ash in g ton , D .C . 20551, not later than A p ril 14, 1978. All m a te ria ls su bm itted s h o u ld in c lu d e th e docket n u m b e r R-0144. After c o n s id e ra tio n of all comments r e c e iv e d , the B oard of G o v e rn o rs is p r e p a r e d to a d o p t p ro m p tly n e c e s s a r y a n d a p p r o p r i a t e a m e n d m en ts to the re g u la tio n . Sincerely yo u rs, E r n e s t T . Baughman President E n c lo s u re This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org) E x tra c t From FEDERAL REGISTER, VOL. 43, NO. 38, F r id a y , F e b r u a r y 24, 1978, p p . 7610 - 7613 a n d 7706 [ 6210-01 ] Till* 12— B a n k s a n d B a n k in g CHAPTER II— FEDERAL RESERVE SYSTEM SUtCHAPTER A— BOARD O f GOVERNORS OF THE FEDERAL RESERVE SYSTEM [D o c k e t N o. R -0 1 4 4 ] PART 2 6 4 a — RESERVE BANK DIRECTORS— A CTIO N S A N D RESPONSIBILITIES AGENCY: Board of Governors of the Federal Reserve System. ACTION: Final rule. SUMMARY: As a result of enactm ent of th e Federal Reserve Reform Act of 1977, provisions of the U.S. Code relat ing to acts affecting a personal finan cial interest were amended to apply to directors of Federal Reserve Banks. Under th e amended statute, a director of a Federal Reserve Bank is prohibit ed from participating personally and substantially in any particular matter in which th e director, th e director’s spouse or minor child, or other indi viduals or organizations identified in the statute, have a financial interest. However, such prohibition shall not apply, if th e director has first advised the Board of Governors of th e Federal Reserve System of th e nature and cir cumstances of th e particular matter, has made full disclosure of th e finan cial interest involved, and has received in advance a written determination by th e Board of Governors that the fi nancial interest “is not so substantial as to be deemed likely to affect the in tegrity of th e services” which th e Fed eral Reserve System may expect from such director. The statute further pro vides that such prohibition shall not apply if, by general rule or regulation published in the F e d e r a l R e g i s t e r , th e financial interest has been exem pted by th e Board of Governors as being “too remote or too inconse quential” to affect the integrity of di rectors’ services. This rule is promulgated by the Board of Governors for the purpose of Implementing and providing guidance concerning th e recently amended stat ute. Specifically, th e rule contains pro hibitions against director participation in particular matters, sets forth pro posed procedures under which a direc tor may obtain an ad hoc exemption pursuant to th e statute, and identifies certain financial interests of directors that th e Board has exempted from coverage by th e statute as being too remote or too inconsequential to affect the integrity of directors’ ser vices. EFFECTIVE DATE: February 11, 1978; comments due, April 14, 1978. ADDRESS: Interested persons are in vited to review th e rule and to submit comments (indicating docket No. R 0144) to Secretary, Board of Gover nors of th e Federal Reserve System, W ashington, D.C. 20551. FOR FURTHER INFORMATION CONTACT: Thomas J. O’Connell, Counsel to the Chairman, Board of Governors of the Federal Reserve System , Wash ington, D.C. 20551, 202-452-2791. SUPPLEMENTARY INFORMATION: The Board believes that th e follow ing additional information with re spect to the rule is in th e public inter est. Directors of Federal Reserve Banks are charged by law with the re sponsibility for supervising and con trolling th e operations of the Federal Reserve "Banks, under th e general su pervision of the Board of Governors of th e Federal Reserve System, and for assuring that the affairs of th e Banks are administered fairly and impartial ly. The Federal Reserve Act provides that Reserve Bank directors will be se lected with due consideration to the interests of various segments of the population and economy, thus assur ing that the Federal Reserve System will receive the benefit of the experi enced judgment of individuals from a broad spectrum of th e communities that will be affected by actions of the System. For example, the Federal Re serve Act provides that each head office of a Reserve Bank will have nine directors. Three are designated class A directors and are required to be “chosen by and representative of” member banks of the Board of Gover nors System . Three are designated class B directors and are to be elected by the member banks; three are desig nated class C directors and are ap pointed by the Board of Governors. Both class B and C directors are to represent the public with “due but not exclusive consideration to the inter ests of agriculture, commerce, indus try, services, labor, and consumers.” All directors are to be chosen “without discrimination on the basis of race, creed, color, sex, or national origin.” The Federal Reserve Act contem plates that directors will be gainfully employed in several designated areas of endeavor, but will devote a portion of their time to Federal Reserve Bank functions. The amended 18 U.S.C. 208 makes applicable to Reserve Bank di rectors a standard of conduct formu lated primarily for application to indi viduals serving th e Federal govern m ent full time and generally with no other substantial occupation or call ing. W hile it is the judgment of the Board of Governors that the ethical standards historically adhered to by th e boards of directors of Federal R e serve B a n k s have been in accord w ith th e spirit of 18 U.S.C. 208, th e unique position of Federal Reserve Bank di rectors was felt to warrant formula tion by th e Board of Governors of principal standards, as set forth in this rule, under which any potential con flicts could be resolved In a manner consistent with th e interests of th e public, the Federal Reserve System, and th e directors Involved. Pursuant to the authority contained in 5 U.S.C. 553(b)(B), this rule is being published as a final rule without prior general notice of proposed rulemak ing, but with opportunity after receipt of comments for later amendments. The Board has for good cause found that this rule must be adopted imme diately in view of the present applica bility of 18 U.S.C. 208 to directors of Reserve Banks and the desirability of promulgating an immediately applica ble rule for th e guidance of such direc tors at this date. Interested persons are invited to review the rule and to submit relevant data, views, com ments, or arguments in writing to the Secretary, Board of Governors of the Federal Reserve System, Washington, D.C. 20551 to be received not later than April 14, 1978. All material sub m itted should include th e docket number R-0144. Copies of any com ments received will be made available for inspection and copying upon re quest, except as provided in § 261.6(a) of the Board’s Rules Regarding Avail ability of Information (12 CFR 261.6(a)). Consideration will be given to any comments received and the Board will amend th e rule as deter mined necessary or desirable. Title 12, CFR is amended by adding Part 264a to read as follows: PART 2 6 4 a — RESERVE BANK DIRECTORS— A CTIONS A N D RESPONSIBILITIES S ec. 264a. 1 P u rp o s e . 264a.2 D e f in itio n s . 264a.3 P r o h ib itio n a g a in s t D ir e c to r p a r ti c i p a t i o n in p a r t ic u la r m a tte r s . 264a.4 G r a n t in g o f a d h o c e x e m p tio n s . 264a.5 E x e m p tio n o f r e m o te o r In c o n se q u e n tia l f in a n c ia l in te r e s ts . A u t h o r i t y : 18 U .S .C . 208, a s a m e n d e d b y t h e F e d e r a l R e s e rv e R e f o r m A c t o f 1977, P u b . L. N o. 95-188, sec. 205, 91 S t a t . 1387; 12 U .S .C . 248.301. S 264a. 1 Purpose. Directors of Federal Reserve Banks are charged by law with th e responsi bility of supervising and controlling th e operations of th e Reserve Banks, under the general supervision of th e Board of Governors, and-for assuring that the affairs of th e Banks are ad ministered fairly and impartially. The Federal Reserve Act provides that R e serve Bank directors will be selected with due consideration to th e interests of various segm ents of the population and the economy, thus assuring that the Federal Reserve System will re ceive th e benefit of th e experienced judgment of individuals from a broad spectrum of th e communities what will be affected by actions of th e System. For example, th e provisions of section 4 of th e Federal Reserve Act, as am ended by- th e Federal Reserve Reform Act of 1977, provide that both class B and C directors shall be chosen to represent th e public and with “due but not exclusive consideration to the interests of agriculture, commerce, in dustry, services, labor, and consum ers.” Section 4 further provides that class A directors “shall be chosen by and be representative of th e stock holding banks” of the Federal Reserve System. Recognizing that Reserve Bank directors may have, in their pri vate capacities, business, consumer, or other interests to which legitim ate at tention is to be given; but recognizing also that these same individuals have fiduciary responsibilities as directors of Reserve Banks, this regulation is promulgated for the purpose of assur ing preservation of and adherence to th e intent of both the Federal Reserve Act and section 208 of Title 18, United States Code. rector’s knowledge, th e director, th e director’s spouse or minor child, or re lated persons have a financial interest unless such action is otherwise permit ted by 18 U.S.C. 208(b) and §§264a.4 or 264a.5 of this part. (b) Except as provided by 18 U.S.C. 208(b) and §§264a.4 or 264a.5 of this part, no director shall participate in deliberations or decisions of a Reserve Bank board when the question pre sented is whether the board should ap prove or ratify an extension of credit by a Reserve Bank to a bank which is, in the opinion of the President of the Reserve Bank, in a hazardous financial condition, and (1) Where the director has knowl edge that he, his spouse, or minor child has a financial interest in the proposed transaction as a result of: (1) Being a borrower or applicant for credit from th e borrowing bank, other than consumer credit as defined in Regulation Z (12 CFR 226.2 (p)); (ii) M aintaining a depositary rela tionship with th e borrowing bank in an amount exceeding that covered by federal deposit insurance; or (iii) Owning stock, stock options, bonds, notes or other forms of indebt edness issued by the borrowing bank, § 264a.2 D e f in itio n s . the market value of which exceeds For purposes of this part, th e follow $100,000 or represents more than 1 ing definitions shall apply: percent of the value of that class of (a) The term “director,” unless oth stock, stock option, bond, note, or erwise indicated, means a head office other form of indebtedness issued by or branch director of a Federal R e the borrowing bank. serve Bank. (2) Where the director has a finan (b) T he term “Board of Governors” cial interest in the proposed transac means the Board of Governors of the tion as a result of: Federal Reserve System. (i) Service by the director as an offi (c) The term “board” means the cer or director of the borrowing bank; board of directors of a Federal R e (ii) Service by the director as an offi serve Bank. cer or director of another bank that is (d) The term "related person” means known by the director to be located in ( l ) a partner of a director, (2) any or the same geographic market for local ganization in which the director is banking services as the borrowing serving as an officer, director, trustee, bank and is known by the director to partner or employee, or (3) any person be in direct and substantial competi or organization with whom the direc tion with th e borrowing bank; tor is negotiating or has any arrange (iii) Service by the director as an of m ent concerning prospective employ ficer or director of another bank that ment. is known by the director: (e) The term “participate” means to (A) To have outstanding or to be ne act through decision, approval, disap gotiating an extension of credit from, proval, recommendation, th e render or to, the borrowing bank, other than ing of advice, investigation, or as is federal funds or foreign exchange otherwise w ithin the meaning of th e transactions; or provisions of 18 U.S.C. 208. (B) To maintain a correspondent or (f) The term “particular m atter” depositary relationship with th e bor means a judicial or other proceeding, rowing bank in an amount exceeding application, request for a ruling or that covered by federal deposit insur other determination, contract, claim, ance; or controversy, charge, accusation, arrest (iv) Service by th e director as one of or other subject within th e meaning of the principal officers of any business th e provisions of 18 U.S.C. 208. enterprise that constitutes the direc tor’s primary business or professional §264a.3 Prohibition against Director par occupation where such business enter ticipation in particular matters. prise is known by the director: (a) Pursuant to th e provisions of 18 (A) To have outstanding or to be ne U.S.C. 208(a), no director may partici gotiating a direct extension of credit pate personally and substantially in a or direct line of credit from the bor particular m atter in which, to th e di rowing bank; (B) To maintain a prinicpal deposi tary relationship w ith th e borrowing bank in an amount exceeding that cov ered by federal deposit insurance; or (C) To own stock, stock options, bonds, notes or other forms of indebt edness issued by th e borrowing bank, the market value of which exceeds $100,000 or represents more than 1 per cent of the value of that class of stock, stock options, bonds, notes or other form of indebtedness issued. (3) Where th e director has knowl edge that a partner of the director has a financial interest in the proposed transaction; or (4) Where- the director has a finan cial interest in the proposed transac tion as a result of the director’s par ticipation in current negotiations or arrangements concerning prospective employm ent with the borrowing bank. (c) It is recognized that a Reserve Bank board can, within the spirit and letter of its responsibilities, delegate to appropriate officials of the Reserve Bank authority to act w ith respect to extensions of credit to individual banks determined to be in hazardous financial condition, thus avoiding both ratification by the Board and applica bility to th e directors of th e prohibi tions of this section. Such delegation would not preclude continued advice to th e board of appropriate informa tion regarding bank conditions in the district so as to enable the board fully to perform its general oversight re sponsibilities. § 264a.4 Granting o f ad hoc exemptions. (a) T he prohibitions of 18 U.S.C.-208 and § 264a.3 of this part shall not apply if th e director first advises the Board of Governors of th e nature and circumstances of th e particular matter before th e board and makes full disclo sure of the financial interest involved and receives in advance a written de term ination made by th e Board of Governors, or its designee, pursuant to 18 U.S.C. 208(b)(1), that th e interest is not so substantial as to be deemed likely to affect the integrity of th e ser vices which th e Federal Reserve System may expect from such direc tor. (b) Telegraphic communications from th e President, First Vice Presi dent, Secretary or General Counsel of a Reserve Bank to the Board of Gover nors on behalf of a director and set ting forth the precise nature of both th e particular matter before the board and the financial interest involved shall be considered to m eet th e direc tor’s duty of full disclosure set forth in paragraph 264a.4(a). Telegraphic re sponse to the same identified officials of the Reserve Bank by th e Board of Governors, or its designee, shall be deemed to m eet th e requirement of a written determination by the Board of Governors set forth in paragraph 264a.4. S 264a.5 Exemption o f remote or inconse quential financial interests. (a) Pursuant to th e provisions of 18 U.S.C. 208(b)(2), certain actions of di rectors of Federal Reserve Banks may be exem pted from the prohibitions of 18 U.S.C. 208(a) and §264a.3 of this part, if by general rule or regulation published in the F e d e r a l R e g i s t e r , the financial interest involved has been determined to be too remote or too inconsequential to affect th e integ rity of directors’ services. Financial in terests will be viewed as too remote or too inconsequential:. (1) In circumstances in which a di rector’s action on a matter will not di rectly, substantially, and predictably affect the financial interest; or (2) In circumstances in which a di rector’s independence of judgment will not be affected by the financial inter est. (b) The Board of Governors has de termined that th e financial interests of a director, th e director’s spouse or minor child, or related persons in the following m atters are too remote or too inconsequential to affect th e integ rity of directors’ services and, accord ingly, th e prohibitions of 18 U.S.C. 208(a) and §264a.3 of this part shall not apply to a director’s participation in such matters: (1) Deliberations concerning and ratification of ordinary and routine extensions of credit to a member bank that have previously been made by of ficials of th e Reserve Bank under ap propriate provisions of the Federal Re serve Act, regulations and policies of the Board of Governors and th e Fed eral Reserve Banks, and th e estab lished operating procedures at the di rector’s Reserve Bank; (2) Deliberations concerning or af fecting a financial institution, to the extent the financial interest in such matters results from: (i) M aintenance at th e financial in stitution of a checking or other depos it account covered by federal insur ance; (ii) A fiduciary relationship involv ing the utilization of th e financial in stitution’s trust or investm ent adviso ry services; (iii) The receipt frdm th e financial institution of consumer credit, as that term is defined in Regulation Z (12 CFR 226.2(p)); or (iv) Participation in federal funds or foreign exchange transactions with th e financial institution; (3) Deliberations concerning or af fecting a financial institution or other enterprise to the extent th e financial interest results from ownership of stock, stock options, bonds, notes, or other forms of indebtedness, the market value of which is less than $100,000 and represents less than 1 per cent of the value of that class of stock, stock option, bond, note or other form of indebtedness issued by the financial institution or other enterprise. (c) Section 264a.3(b) of this part spe cifically identifies certain financial in terests, the Existence and knowledge of which will preclude a director from participating in deliberations or deci sions of a Reserve Bank board (except through recourse to the procedures set forth in § 264a. 4) when the question presented is whether the board should approve or ratify an extension of credit by a Reserve Bank to a bank which is, in the opinion of the Presi dent of the Reserve Bank, in hazard ous financial condition. Financial in terests identified in § 264a.3(b) are viewed by the Board as offering a clear potential for conflict. The Board has determined that any other finan cial interest that a director, the direc tor’s spouse or minor child, or related persons may have in such extensions of credit to banks in hazardous condi tion are too remote or too inconse quential to affect the integrity of di rectors’ services and, accordingly, the prohibitions of 18 U.S.C. 208(a) and § 264a.3 of this part shall not apply to a director’s participation in such mat ters. These would include, for exam ple, financial interests that might result from: ( 1) A director’s ownership of stock of a bank or business that may have an interest in the condition of the bor rowing bank; or (2) A director’s service as a director or trustee of a business or other orga nization, other than a bank, that may, itself or through a subsidiary, have an interest in the condition of the bor rowing bank. (d) The functions of directors often include their participation in discus sions concerning (1) international, na tional, and regional economic and fi nancial conditions, (2) monetary policy, (3) general conditions, trends or issues with respect to bank credit, (4) establishm ent of rates to be charged for all advances and discounts by Federal Reserve banks, subject to review and determination of th e Board of Governors pursuant to the Federal Reserve Act, and (5) statutes and pro posed or pending legislation in which the Federal Reserve System has a le gitimate interest. The foregoing m at ters are not particular m atters of the type described in 18 U.S.C. 208 and, therefore, that statute is not applica ble to participation in such matters. However, even if the statute were held to be applicable to participation in such matters, the Board of Governors has determined that the financial in terests of a director, the director’s spouse or minor child, or related per sons in such matters are too remote or too inconsequential to affect the integ rity of directors’ services and, accord ingly, the prohibitions of 18 U.S.C. 208(a) and § 264a.3 of this part shall not apply to a director's participation in such matters. (e) Nothing in this section shall pre clude a director from refraining, to the extent consistent with responsibilities imposed upon the directors by the Federal Reserve Act, from participa tion in a particular matter. The Board hereby gives notice of its intention to undertake a continuing review of the experience of Reserve Bank boards under this regulation with a view to assuring preservation of and adher ence to the intent of both the Federal Reserve Act and 18 U.S.C. 208, as amended. In the course of such review, particular attention will be given to the provisions of this section. N o t e . — A G u id e to C o n d u c t f o r D ir e c to rs o f F e d e r a l R e s e rv e B a n k s a n d B r a n c h e s o f F e d e r a l R e s e r v e B a n k s a p p e a r s in t h e N o tic e s s e c tio n o f t h i s iss u e o f t h e F e d e r a l R e g is te r. Board of Governors of the Federal Reserve System, February 17, 1978. T h e o d o r e E. A l l i s o n , Secretary. [ F R D o c. 78-4999 F ile d 2-2 3 -7 8 ; 8:45 a m ] [6210- 01] DIRECTORS OF FEDERAL RESERVE BANKS AND BRANCHES OF FEDERAL RESERVE BANKS G u id a lo C o n d u ct Directors of Federal Reserve Banks have a special obligation to maintain the integrity and reputation of the Federal Reserve System. In their ca pacity as directors, these individuals are changed by law with the responsi bility of supervising and controlling the operations of the Reserve Banks, under the general supervision of the Board of Governors, and for assuring that the affairs of the Banks are ad ministered fairly and impartially. Chosen, as they are, from diverse seg ments of the community at large, di rectors are expected to bring to their deliberations the benefit of experi enced judgment and advice on specific matters within their respective dis tricts and on other general issues con fronting the System as a whole. To assure the proper performance of System business and the maintenance of public confidence in the System, it is essential that directors, through ad herence to high ethical standards of conduct, avoid actions that might impair the effectiveness of System op erations or in any way tend to discred it the System. Therefore, Federal Re serve directors should be guided by the following principles. (1) Directors of Federal Reserve Banks, in carrying out their System responsibilities, should avoid any action which m ight result in or create the appearance of: (a) Using their position as director for private gain, (b) Giving unwarranted preferential treatm ent to any organization or person, (c) Impeding System efficiency or economy, (d) Losing complete independence or impartiality of action, (e) Making a decision as a director outside of official System channels, or (f) Affecting adversely- the confi dence of the public in the integrity of the Federal Reserve System. (2) Directors should strictly preserve th e confidentiality of System informa tion that, if revealed, could inure to th e private benefit of any person or organization or could impair or com promise the effectiveness of System operations and policies. In public speeches and communications, direc tors should avoid statem ents that sug gest th e nature of any monetary policy action that has not been offi cially disclosed. (3) Class C directors are prohibited by the Federal Reserve Act (12 U.S.C. 303) from owning stock of any bank. In furtherance of the intended pur pose of this prohibition, as a matter of System policy, class C directors ap pointed or reappointed following adop tion by the Board of Governors of this Guide should also refrain from owner ship of stock of a bank holding compa ny. Directors should consider the stock ownerships of a spouse or minor child living at home to be their owner ships. Interests held or acquired by a class C director in a bank holding com pany, and interests held or acquired by the director’s spouse or minor child in a bank or bank holding company should be promptly disposed of unless, after full disclosure to th e Board of Governors or its designee, it is deter mined that retention of such stock would not, in the circumstances pre sented, significantly conflict with the underlying philosophy of the Act. Nothing set forth in this paragraph should be viewed as precluding a class C director from investing or partici pating in a diversified mutual fund, in vestm ent company, or other form of investment plan whose management may from time to time direct the pur chase of stock, ownership of which is otherwise precluded by this para graph, provided that the class C direc tor’s role is that of a passive investor and the director does not contribute in any manner to the investment deci sions. N o t e . —A r e g u la tio n r e la tin g t o d ir e c to rs o f F e d e r a l R e s e rv e B a n k s h a s b e e n a d o p te d b y t h e B o a rd o f G o v e r n o rs p u r s u a n t t o IB D .S .C . § 208 a n d a p p e a r s in t h e R u le s a n d R e g u la tio n s s e c tio n o f t h i s is s u e o f t h e F ed e r a l R e g is te r. Board of Governors of the Federal Reserve System, February 17,1978. T h e o d o re E . A llis o n , Secretary. [ F R D oc. 78-5000 F ile d 2-2 3 -7 8 ; 8:45 a m ]
