Form FR 2081b FR 2081b Interagency Notice of Change in Director or Senior Execu

Board of Governors of the Federal Reserve System OMB Number 7100-0134 Approval expires May 31, 2021
Federal Deposit Insurance Corporation
OMB Number 3064-0097 Approval expires June 30, 2021
Office of the Comptroller of the Currency
OMB Number 1557-0014 Approval expires February 28, 2021
Page 1 of 5

Board of Governors of the Federal Reserve System

Interagency Notice of Change in Director or
Senior Executive Officer—FR 2081b
An organization or a person is not required to respond to a collection of information unless it displays a currently valid OMB control
number.

General Information and Instructions
Who Must File
This notice is used, as required by Section 32 of the Federal Deposit
Insurance Act (Act) (12 U.S.C. § 1831i), by an insured depository
institution or its holding company to notify the appropriate federal
banking agency of a proposed change in the board of directors or
senior executive officer of such institution or holding company.
In general, this requirement is applicable to an insured depository
institution or an insured depository institution holding company that:

• is

not in compliance with all minimum capital requirements
applicable to such institution, as determined by the appropriate
federal banking agency on the basis of such institution or
holding company's most recent report of condition, report of
examination or inspection;

•
• the

is in troubled condition; or
appropriate federal banking agency determines, in
connection with its review of a capital restoration plan required
under Section 38 of the Act (12 U.S.C. § 1831o) or otherwise,
that such prior notice is appropriate.

Preparation
The insured depository institution or its holding company (filer)
should complete this notice by providing a response to each
of the questions and signing the Certification for each
individual. Information should be provided as of the Notice's
submission date. In addition, each individual must complete
the Interagency Biographical and Financial Report. The filer
and each individual are responsible for understanding
the requirements and the accuracy of their statements.
The completed form(s) should be sent to the appropriate
federal banking agency.

For additional information regarding the processing procedures and guidelines, and any supplemental information that
may be required, refer to the appropriate federal banking agency's procedural guidelines (for example, the OCC's Rules and
Regulations (12 C.F.R Part 5), the Comptroller's
Licensing
Manual, the FDIC's Rules and Regulations (12 C.F.R. Part
303), the Board's Regulations Y and LL (12 C.F.R. Part 225 and
12 C.F.R. Part 238 , respectively), and relevant policy statements), contact the agency directly for specific instruction, or
visit its website at www.occ.treas.gov, www.fdic.gov,
or www.federalreserve.gov.
Confidentiality
In general, requests for confidential treatment of specific portions
of the notice must be submitted in writing concurrently with the
submission of the notice and must discuss the justification for the
requested treatment. A notificant's reasons for requesting
confidentiality should specifically demonstrate the harm (e.g., to
its competitive position, invasion of privacy) that would result
from public release of information (5 U.S.C. § 552). Information
for which confidential treatment is requested should be
(1) specifically identified in the public portion of the notice (by
reference to the confidential section); (2) separately bound; and
(3) labeled "Confidential." The notificant should follow the same
procedure regarding a request for confidential treatment with
regard to the subsequent filing of supplemental information to
the notice.
A notificant should contact the appropriate federal banking agency
for specific instructions regarding requests for confidential
treatment. The appropriate federal banking agency will determine
whether the information submitted as confidential will be so
regarded and will advise the notificant of any decision to make
available to the public information labeled as "Confidential."

Public reporting burden for the collection of information in this Notice is estimated to average 2 hours per response, including the time to gather and maintain data in the required form, to
review instructions, and to complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden to: Paperwork Reduction Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC 20429; Secretary, Board of Governors of
the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; or Chief National Bank Examiner, Office of the Comptroller of the Currency, 400 7th Street, SW, Washington,
DC 20219; and to the Office of Management and Budget, Paperwork Reduction Project, Washington, DC 20503.

06/2018

FR 2081b
Page 2 of 5

Interagency Notice of Change in Director or Senior Executive Officer
—Continued
Privacy Act Statement
Purposes
This form is used by an insured depository institution, a holding
company, or an affected individual to notify the appropriate
federal banking agency of a proposed change in the institution's
board of directors or senior executive officers. If the institution is
experiencing certain financial or supervisory difficulties, the
appropriate federal banking agency must provide consent to the
change. The federal banking agencies are respectively the
Board of Governors of the Federal Reserve System (Board),
the Office of the Comptroller of the Currency (OCC), and the
Federal Deposit Insurance Corporation (FDIC). This Privacy
Act statement is made pursuant to the requirements of the
Privacy Act of 1974, 5. U.S.C. § 552a.
Authority
Section 32 of the Federal Deposit Insurance Act (12. U.S.C. § 1831i).
Effects of Nondisclosure
This form solicits information that enables the appropriate federal
banking agency to evaluate each proposed addition of any
individual to the board of directors or the employment of any
individual as a senior executive officer and determine whether or
not to disapprove it. Provision of the requested information is
voluntary. However, failure to provide this information may result
in disapproval of such a proposal or a determination that the legal
requirement of prior notice has not been satisfied.
Routine Uses for Board Filers
The information you provide will be stored by the Board in the
System of Records entitled “BGFRS-37: Electronic Applications.”
All or part of the information may be disclosed outside of the
Board as follows:
1. To the appropriate federal, state, local, foreign, or self-regulatory
organization or agency responsible for investigating, prosecuting,
enforcing, implementing, issuing, or carrying out a statute, rule,
regulation, order, policy, or license if the information may be
relevant to a potential violation of civil or criminal law, rule,
regulation, order, policy, or license;
2. To a federal agency in the executive, legislative, or judicial
branch of government, or to a Federal Reserve Bank, in
connection with the hiring, retaining, or assigning of an
employee, the issuance of a security clearance, the conducting
of a security or suitability investigation of an individual, the
classifying of jobs, the letting of a contract, the issuance of a
license, grant, or other benefits by the receiving entity, or the
lawful statutory, administrative, or investigative purpose of
the receiving entity to the extent that the information is
relevant and necessary to the receiving entity's decision on
the matter;
3. To a congressional office in response to an inquiry made by the
congressional office at the request of the individual to whom the
record pertains;

4. To the Department of Justice, a court, an adjudicative body or
administrative tribunal, a party in litigation, or a witness if the
Board (or in the case of an Office of Inspector General (OIG)
system, the OIG) determines, in its sole discretion, that the
information is relevant and necessary to the matter;
5. To contractors, agents, or others performing work on a
contract, service, cooperative agreement, job, or other activity
for the Board and who have a need to access the information
in the performance of their duties or activities for the Board;
6. To appropriate agencies, entities, and persons when (1) the
Board suspects or confirms that the security or confidentiality
of information in the system of records has been
compromised; (2) the Board has determined that as a result of
the suspected or confirmed compromise there is a risk of
harm to economic or property interest, identity theft or fraud,
or harm to the security or integrity of this system or other
systems or programs (whether maintained by the Board or
another agency or entity) that rely upon the compromised
information; and (3) the disclosure is made to such agencies,
entities, and persons who are reasonably necessary to assist
in connection with the Board's efforts to respond to the
suspected or confirmed compromise and prevent, minimize,
or remedy such harm;
7. To other bank and thrift regulatory agencies pursuant to
explicit information sharing agreements for regulatory comment
purposes; and
8. To another federal agency or federal entity, when the Board
determines that the information from the system of records is
reasonably necessary to assist the recipient agency or entity
in (1) responding to a suspected or confirmed breach, or (2)
preventing, minimizing, or remedying the risk of harm to
individuals, the recipient agency or entity (including its
information systems, programs, and operations), the Federal
Government, or national security, resulting from a suspected
or confirmed breach.

Routine Uses for FDIC Filers
The information you provide will be stored by the FDIC in the
System of Records entitled “FDIC 3064-0002: Financial
Institution Investigative and Enforcement Records.” All or part of
the information may be disclosed outside of the FDIC as follows:
1. To federal, state, local, foreign, or self-regulatory authorities
responsible for investigating or prosecuting a violation of, or for
enforcing or implementing a statute, rule, regulation, or order
issued, when the information indicates a violation or potential
violation of law, whether civil, criminal, or regulatory in nature, and
whether arising by general statute or particular program statute, or
by regulation, rule, or order issued pursuant thereto;

10/2019

FR 2081b
Page 3 of 5

Interagency Notice of Change in Director or Senior Executive Officer
—Continued
Privacy Act Statement–Continued
Routine Uses for FDIC Filers–Continued
2. To a court, magistrate, or other administrative body in the course
of presenting evidence, including disclosures to counsel or
witnesses in the course of civil discovery, litigation, or settlement
negotiations or in connection with criminal proceedings, when the
FDIC is a party to the proceeding or has a significant interest in the
proceeding, to the extent that the information is determined to be
relevant and necessary;
3. To a congressional office in response to an inquiry made by the
congressional office at the request of the individual who is the
subject of the record;
4. To appropriate agencies, entities, and persons when (1) FDIC
suspects or has confirmed that there has been a breach of the
system of records; (2) FDIC has determined that as a result of
the suspected or confirmed breach there is a risk of harm to
individuals, FDIC (including its information systems,
programs, and operations), the federal government, or
national security; and (3) the disclosure made to such
agencies, entities, and persons is reasonably necessary to
assist in connection with FDIC's efforts to respond to the
suspected or confirmed breach or to prevent, minimize, or
remedy such harm;
5. To another federal agency or federal entity, when FDIC
determines that information from this system of records is
reasonably necessary to assist the recipient agency or entity
in (1) responding to a suspected or confirmed breach or (2)
preventing, minimizing, or remedying the risk of harm to
individuals, the recipient agency or entity (including its
information systems, programs, and operations), the federal
government, or national security, resulting from a suspected
or confirmed breach;
6. To federal, state, or foreign authorities in connection with
hiring or retaining an individual, conducting a background
security or suitability investigation, adjudication of liability, or
eligibility for a license, contract, grant, or other benefit;
7. To contractors, grantees, volunteers, and others performing or
working on a contract, service, grant, cooperative agreement,
or project for the FDIC, the OIG, or the federal government for
use in carrying out their obligations under such contract,
grant, agreement or project;
8. To federal, state or foreign financial institutions supervisory
authorities for regulatory or enforcement purposes, and
9. To a financial institution affected by enforcement activities or
reported criminal activities.
Routine Uses for OCC Filers
The information you provide may be stored by the OCC in the
System of Records entitled “Notice of Proposed Changes in

Employees, Officers and Directors Tracking System.” Information
maintained in this system may be disclosed to:
1. A Section 5.51 entity, a Section 5.20(g)(2) entity, a part 163,
subpart H entity, or a Section 1818(b) entity in connection with
review and action on a notice filed by that entity;
2. Third parties to the extent necessary to obtain information that
is pertinent to the OCC's review and action on a notice
received under any authority cited herein;
3. Appropriate governmental or self-regulatory organizations
when the OCC determines that the records are relevant
and necessary to the governmental or self-regulatory
organization's regulation or supervision of financial service
providers, including the review of the qualifications and fitness
of individuals who are or propose to become responsible for
the business operations of such providers;
4. An appropriate governmental, tribal, self-regulatory, or
professional organization if the information is relevant to a
known or suspected violation of a law or licensing standard
within that organization's jurisdiction;
5. The Department of Justice, a court, an adjudicative body, a
party in litigation, or a witness if the OCC determines that the
information is relevant and necessary to a proceeding in
which the OCC, any OCC employee in his or her official
capacity, any OCC employee in his or her individual capacity
represented by the Department of Justice or the OCC, or the
United States is a party or has an interest;
6. A congressional office when the information is relevant to an
inquiry made at the request of the individual about whom the
record is maintained;
7. A contractor or agent who needs to have access to this
system of records to perform an assigned activity;
8. Third parties when mandated or authorized by statute; or
9. Appropriate agencies, entities, and persons when: (a) The
Department suspects or has confirmed that the security or
confidentiality of information in the system of records has
been compromised; (b) the Department has determined that
as a result of the suspected or confirmed compromise there is
a risk of harm to economic or property interests, identity theft
or fraud; or harm to the security or integrity of this system or
other systems or programs (whether maintained by the
Department or another agency or entity) that rely upon the
compromised information; and (c) the disclosure made to
such agencies, entities, and persons is reasonably necessary
to assist in connection with the Department's efforts to
respond to the suspected or confirmed compromise and
prevent, minimize, or remedy such harm.

10/2019

FR 2081b
Page 4 of 5

Interagency Notice of Change in Director or Senior Executive Officer
—Continued
Details of Proposed Transaction:
Full Name of Individual

Notice to serve as a:

Director
Senior Executive Officer
Title

Reason:

To replace

; or
Name of Individual

To fill a new position.
Type of filing:

Prior Notice

After-the-Fact Notice1

Waiver Previously Granted

Name of Insured Depository Institution or Holding Company

Street Address

City

State

Zip Code

1. Describe the steps taken by the insured depository institution or holding company to investigate and satisfy itself as to the competence,
experience, character, and integrity of the subject individual. Summarize the individual's qualifications for the proposed position.

2. If this notice represents a proposal to serve as a senior executive officer of an insured depository institution or holding company:
a. Describe the duties and responsibilities of the subject position or attach a position description, if applicable.

b. Discuss the proposed terms of employment of the subject individual and attach a copy of all pertinent documents, including
any applicable employment contract or compensation arrangement.2

3. If this is an after-the-fact notice, identify the exception to the prior notice requirement upon which the notificant relies. If no exception
is available, discuss the reasons that prior notice was not given and what steps have been taken to avoid future violations.

1. An after-the-fact notice may violate applicable notice requirements that could result in legal sanctions or resignation.
2. The filing of any employment contract or compensation arrangement hereunder does not satisfy any other filings or requirements under other
06/2018
applicable laws or regulations.

FR 2081b
Page 5 of 5

Interagency Notice of Change in Director or Senior Executive Officer
—Continued
Certification
I certify that the information provided in this notice has been carefully examined by me and is correct, complete, and made in good faith.
The information included in the attached Interagency Biographical and Financial Report has been reviewed, and it is consistent with the
information obtained by the insured depository institution or holding company. Any misrepresentation or omission of a material fact
constitutes fraud in the inducement and may subject me to legal sanctions provided by 18 U.S.C. §§ 1001 and 1007.

Signed this

day of
Day

,
Month

.
Year

Signature of Authorized Representative

Name of Authorized Representative

Title of Authorized Representative

Area Code / Phone Number

E-mail Address

06/2018