**CRA Decision #117**

October 16, 2003 **November 2003**

OCC Control Nr. 2003-ML-02-0008

Ms. Stacie E. McGinn

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue

Washington, D.C. 20005-2111

Dear Ms. McGinn:

This is to inform you that on October 16, 2003, the Office of the
Comptroller of the Currency (OCC) approved the application by Citibank
USA, National Association, Sioux Falls, South Dakota ("Citibank USA") to
purchase substantially all of the assets of Sears National Bank,
National Association, Tempe, Arizona.

As discussed below, this approval was granted based upon a thorough
review of statutorily required evaluative factors utilizing all
information available, including commitments and representations made in
the application and those of Citibank USA's representatives.

##### I. INTRODUCTION

On July 25, 2003, Citibank USA, located in Sioux Falls, South Dakota
filed with the Office of the Comptroller of the Currency (OCC) an
application pursuant to 12 U.S.C. § 24(Seventh) and the Bank Merger Act,
12 U.S.C. § 1828(c), to acquire substantially all of the assets of Sears
National Bank, Tempe, Arizona (\"Sears NB\"). The application, as
supplemented by additional material filed with the OCC on July 31,
August 14, August 28, September 3, September 24, and September 27, 2003,
is referred to herein as the "application."

The application was prompted by Citibank USA's planned acquisition of
all private label and general purpose credit card accounts held by Sears
NB (\"Account Purchase\"), a \$281 million asset credit card bank, as
defined within the Competitive Equality Banking Act of 1987 ("CEBA"), 12
U.S.C. § 1841(c)(2)(F). The Account Purchase does not involve the sale
of any Sears NB tangible property, or the assumption of Sears NB deposit
liabilities.

Citibank USA is a direct, wholly owned subsidiary of Citicorp, a
financial holding company that is in turn an indirect subsidiary of
Citigroup, Inc. ("Citigroup"). Sears NB is a wholly owned subsidiary of
Sears Financial Holding Corporation ("Sears Holding"), which is in turn
a wholly owned subsidiary of Sears Roebuck & Company ("SR&Co"). As Sears
NB is a CEBA credit card bank, it engages only in credit card operations
and has no branches.

The OCC recognized the application as technically complete as of July
25, 2003. As required by regulation, notice of the filing was published
three times in the head office city of each bank commencing July 25,
2003 initiating a thirty-day public comment period that expired on
August 23, 2003.

##### II. LEGAL AUTHORITY

The Account Purchase is authorized under 12 U.S.C. §§ 24(Seventh) and
1828(c). National banks have long been authorized to purchase
permissible assets and assume permissible liabilities from other banking
institutions as an activity incidental to banking under the authority of
12 U.S.C. § 24(Seventh). *See, e.g.,* *City National Bank of Huron v.
Fuller*, 52 F.2d 870, 872 (8^th^ Cir. 1931). Further, purchase and
assumption transactions are among the transactions requiring review
under the Bank Merger Act, 12 U.S.C. § 1828(c)(2). It is clear that
Citibank USA's purchase of Sears NB's credit card accounts is
permissible under 12 U.S.C. §§ 24(Seventh) and 1828(c).

Although Citibank USA and Sears NB are headquartered in different states
(South Dakota and Arizona, respectively), the account purchase is not
subject to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994, P.L. 103-328, 108 Stat. 2338 (Sept. 29, 1994) (the
"Riegle-Neal Act"). Since, as noted above, the account purchase is
separately authorized under 12 U.S.C. § 24(Seventh) and the Bank Merger
Act, it is not necessary to look to the Riegle-Neal Act for further
authority. Further, no issue of branch acquisition or retention is
raised under the Riegle-Neal Act, 12 U.S.C. § 1831u(d)(1).

**III. ADDITIONAL STATUTORY AND POLICY REVIEWS**

##### A. The Bank Merger Act

The Bank Merger Act, 12 U.S.C. § 1828(c), requires the OCC's approval
for any merger transaction, including purchase and assumption
transactions, between insured banks where the resulting institution will
be a national bank. Under this statute, the OCC generally may not
approve a transaction that would substantially lessen competition. The
Bank Merger Act also requires the OCC to take into consideration the
financial and managerial resources and future prospects of the existing
and proposed institutions, and the convenience and needs of the
community to be served. For the reasons discussed below, we find the
application meets the requirements of the Bank Merger Act.

**1. Competitive Analysis**

Consumer credit card services are the sole business of Sears NB and are
a significant line of business engaged in by Citigroup. Credit card
services encompass the marketing and issuance of credit cards, extension
of credit to cardholders, and the processing of credit card
transactions. Sears NB and Citigroup subsidiaries also securitize their
card receivables and subsequently service those portfolios for third
parties.

The OCC and the Federal Reserve Board have recognized that the market
for credit card services is national in scope. Credit card companies
compete in soliciting and serving customers throughout the United
States.[^1] This national market is highly competitive and
unconcentrated and will remain so if the proposed account purchase is
consummated. The nationwide population of credit card issuing depository
institutions is extensive, and there are numerous alternative card
lenders in the national marketplace. In addition to the numerous
alternatives, the market is characterized by the ability of card
customers to switch among those card providers with ease and rapidity.

That the relevant geographic market for credit card services is national
in scope is consistent with the experience of Sears NB and Citigroup,
through its various subsidiary banks. In the general purpose credit card
arena, Sears NB and Citigroup are direct competitors, soliciting and
serving customers nationwide, and also face competition from
organizations located or otherwise doing business throughout the United
States. As of December 31, 2002, published data estimated the
outstanding credit card receivables for the 100 largest issuers of
general purpose credit cards in the United States to be approximately
\$632.5 billion.[^2] Citigroup ranked first with outstanding credit card
receivables of \$106.6 billion, or 16.9 percent of the total. Sears NB
ranked thirteenth with outstanding receivables of \$12.4 billion, or 2
percent of the total.[^3]

According to the above data, the consummation of the account purchase
will allow Citigroup, already the largest issuer of general-purpose
credit cards, to increase its market share modestly from 16.9 to 18.9
percent.[^4] As competition among the largest general purpose credit
card issuers is expected to remain intense, the consummation of the
account purchase will not have a significant adverse effect on
competition within the nationwide market.

Relative to the private label credit cards, Sears NB and Citigroup are
not direct competitors. Sears NB offers private label cards solely to
customers of the affiliated SR&Co retail stores. Sears NB does offer or
service private label card programs for unaffiliated third parties.
Citigroup\'s involvement in private label cards is confined to servicing
the card programs of unaffiliated third party retailers.

Finally, the Department of Justice, Federal Deposit Insurance
Corporation, and Federal Reserve System reviewed the account purchase
and concluded that it presented no significant adverse effect on
competition. We therefore concluded the account purchase by Citibank USA
would not create a monopoly or have a significantly adverse effect on
competition among insured depository institutions.

##### 2. Financial and Managerial Resources

The Bank Merger Act requires the OCC to consider the "financial and
managerial resources and future prospects of the existing and proposed
institutions...." 12 U.S.C. § 1828(c)(5). Citigroup is a \$1,187 billion
diversified financial holding company, which operates on a global basis
and is subject to oversight by numerous regulators. Citibank USA has
assets of \$4.3 billion and total risked-based capital of \$717 million.
In the most recent examinations, the OCC found both Citibank USA and
Sears NB to be well capitalized and well managed. Further, the future
earnings of Citibank USA are expected to benefit from increases in
revenues resulting from the account purchase. Therefore, based upon the
OCC\'s supervisory knowledge of Citigroup and the two banks, we found
that the financial and managerial resources factor is consistent with
approval of the account purchase. SR&Co has represented that Sears NB
will commence a voluntary liquidation of itself subsequent to the
consummation of the account purchase.

##### 3. Convenience and Needs

##### This proposal will not have an adverse impact on the convenience and needs of the communities to be served. The account purchase will not result in a reduction in products or services to the general public. Following consummation of the account purchase, Citibank USA will continue to offer its existing products, as well as those currently offered by Sears NB, under similar terms and conditions. Citibank USA will not maintain an office in Tempe, Arizona and will not amend its Community Reinvestment Act assessment area to include Maricopa County, Arizona. However, due to the numerous financial entities currently operating in Maricopa County, Arizona, no adverse CRA impact on that market is expected as a result of the proposed transaction. Accordingly, we believe the impact of the account purchase on the convenience and needs of the communities to be served is consistent with approval of the application.

**4. Bank Secrecy Act**

In addition, the Bank Merger Act requires the OCC to consider, \"\...the
effectiveness of any insured depository institution involved in the
proposed merger transaction in combating money laundering activities,
including in overseas branches.\"[^5] We considered this factor,
including the public commentary, and, based upon our supervisory
knowledge of the applicants, determined no material weaknesses existed
that would preclude approval of this transaction.

**B. The Community Reinvestment Act**

The Community Reinvestment Act ("CRA") requires the OCC to take into
account the applicants' record of helping to meet the credit needs of
their entire communities, including low- and moderate-income
neighborhoods, when evaluating certain applications, including
transactions subject to the Bank Merger Act.[^6] The OCC's review
revealed no evidence that the applicants' records of helping to meet the
credit needs of their communities, including low- and moderate-income
neighborhoods, is less than satisfactory.

Citibank USA has only been in existence since January 2002 and has not
yet received a CRA rating. However, the OCC recently conducted a CRA
examination of this institution and is in the process of finalizing a
Performance Evaluation ("PE"). OCC examiners found no substantive
deficiencies with the bank's performance under the CRA that would
militate against approval of the application. As mentioned previously,
Citibank USA is a limited purpose bank engaged only in credit card
operations and maintains no branches. As a limited purpose bank,
Citibank USA's CRA performance is evaluated solely based on its
community development investments and services. Citibank USA's
activities under the CRA are discussed in an attachment to the
application. These activities include \$16.5 million in community
development lending for affordable housing.

In Sears NB's most recent CRA PE, dated June 8, 1998, the OCC assigned a
"Satisfactory" rating.[^7] OCC examiners have been monitoring the bank's
CRA efforts since the last PE was issued and are unaware of any
information that would indicate that Sears NB's level of community
development investments or services is less than satisfactory.

The OCC received comments from four community organizations. While the
OCC has carefully considered all of the comments, many of the concerns
raised dealt with Citigroup entities that are not parties to this
transaction, are non-bank subsidiaries of Citigroup, or are institutions
regulated by other federal agencies.[^8] The OCC did investigate the
concerns raised by the commenters with respect to Citigroup's national
banks and subsidiaries of those banks. Detailed below is a summary of
the concerns raised by the commenters, Citigroup's response, and the
OCC's related findings, where appropriate.

All of the commenters expressed concerns that various Citigroup entities
are engaged in abusive and predatory subprime lending practices and that
Citigroup intends to cross-sell subprime products to Sears NB
customers.[^9] Commenters are concerned that this cross-selling could
have a disproportionate impact on Latinos, who represent a significant
percentage of Sears NB's consumer base. Citigroup confirmed that it may
cross-market not only its consumer finance products and services to
Sears customers, but also retail banking, mortgage lending, brokerage
and insurance products. Citigroup noted that it has been working to make
products and services tailored to the Latino community available across
business lines, such as a pilot program offering a low-cost deposit
account.[^10] Additionally, Citigroup pointed out that it will make
existing Sears NB products and credit cards available to Citigroup
customers. Citibank USA's treatment of former Sears NB cardholders will
be subject to ongoing OCC supervision to ensure that it complies with
applicable laws and regulations, including those relating to fair
lending, privacy, and unfair or deceptive practices. Moreover, with
respect to cross-selling and cross-marketing concerns raised by
commenters, Citibank USA has committed to provide the OCC the policies
and procedures it will apply to the cross-selling and cross-marketing
activities involving Citibank USA customers subsequent to the Account
Purchase.

Two of the commenters expressed concerns that Citigroup's prime lending
entities, Citibank,

N.A., and CitiMortgage, disproportionately deny and exclude Latinos and
African Americans.[^11] The commenters cited denial disparity ratios in
numerous Metropolitan Statistical Areas throughout the United States,
using 2002 Home Mortgage Disclosure Act ("HMDA") data. Citigroup
disputed this allegation and provided an analysis to demonstrate
otherwise. OCC examiners reviewed the HMDA data and found that the
commenters' analyses did not include the subprime lending entities of
Citigroup, yet compared the data to aggregate market statistics that did
include subprime lenders. OCC examiners found that when Citigroup's
subprime lending is included, Citigroup's denial disparity ratios were
generally in line with the aggregate market ratios used by the
commenters.[^12] Additionally, Citigroup provided detailed information
about the second and third review programs that its prime lending units
have in place ensure that applicants are treated fairly and consistently
and are evaluated based on appropriate objective factors.

Commenters also raised concerns that Citigroup steers minorities to
subprime mortgage lending channels. The OCC does not have regulatory
jurisdiction over CitiFinancial Credit Company ("CitiFinancial") or
Citicorp Trust Bank, FSB, and thus is not in a position to review loan
files to determine whether these entities are engaged in discriminatory
practices. However, we note that Citigroup disputed the commenters'
allegation and provided data demonstrating that Citibank's
HMDA-reportable, prime home purchase and refinance lending in census
tracts with a majority minority population exceeded CitiFinancial and
Citicorp Trust Bank, FSB, combined.[^13] Additionally, since adopting
its Real Estate Lending Initiatives in 2000,[^14] CitiFinancial has
explored various methods for making lower cost credit available to
qualified borrowers, including a referral-up program for referring
applicants to Citigroup's prime lending affiliates. The referral-up
program uses credit score, loan-to-value ratio, and an ability-to-pay
ratio to identify CitiFinancial applicants who may be eligible for loans
from Citigroup\'s prime affiliates. These applicants are then given an
opportunity to pursue obtaining a loan from the prime affiliates.

[]{.mark}

Several commenters criticized this referral-up program. One concern was
with the low volume of prime loans resulting from referrals.
CitiFinancial's Real Estate Lending Initiatives Progress Report, dated
December 2002, states that about 12,000 applicants were referred to
Citigroup's prime rate affiliate during 2002. Only a small percentage of
these applicants, however, filed applications with a Citigroup prime
affiliate.[^15] About a third of the applications resulted in loans, for
a total of \$14.9 million.[^16] Additionally, CitiFinancial has pursued
other options for delivering lower cost products to eligible borrowers,
including the Rate Reduction Plan, the Preferred Fixed Rate Product, and
the Graduation Loan Program.[^17] CitiFinancial Mortgage Company, an
affiliate of CitiFinancial that engages primarily in wholesale lending,
offers the Access to Lower Cost Credit program and the Conforming Loan
program.[^18]

Another concern commenters raised about the referral-up program is that
the standards for a referral from the subprime to the prime affiliates
are not the same as the standards used for affordable mortgages offered
by the prime affiliates. Citigroup responded that the standards for the
referral-up program were not intended to replicate exactly the prime
underwriting system. The prime underwriting criteria consider factors in
addition to the referral-up program's three factors. Citigroup indicated
that if the screening test for CitiFinancial applicants potentially
eligible for prime credit products were less rigorous, a substantially
greater percentage of referred applicants would be turned down for
mortgages by the prime affiliates.

[]{.mark}

One commenter expressed dissatisfaction with the level of small business
lending at Citibank, especially in areas with a high minority
population. Citigroup's response cited an increase in small business
loans from 300,000 loans (totaling \$2.8 billion) in 2000 to over 1
million loans (totaling over \$5 billion) in 2002. Citigroup noted that
42 percent of the small business loans in 2002 were to business with
revenues under \$1 million. OCC examiners recently reviewed Citibank,
N.A.'s small business loans and did not find concerns with the
geographic distribution of loans in low- and moderate-income census
tracts.

[]{.mark}

Finally, one commenter criticized Citigroup's reliance on the activities
of CitiFoundation and the electronic benefits transfer services of
Citicorp Electronic Financial Service, Inc. to support Citigroup's CRA
record in South Dakota. In evaluating these and other activities to
assess the CRA record of Citigroup's national banks, examiners are
guided by the OCC's examination procedures and the definitions and
criteria in the CRA regulation, 12 C.F.R. Part 25, which permit a bank
to include qualified investments and community development service by an
affiliate in the bank's record of performance in an assessment
area.[^19]

**IV. REQUEST FOR PUBLIC HEARING**

The commenters also requested that the OCC conduct a public hearing, and
one commenter requested that the OCC extend the public comment
period.[^20] After careful consideration, the OCC has determined not to
conduct a hearing on this merger application or to extend the comment
period.

The general standard the OCC applies to determine whether to hold a
public hearing is contained in 12 C.F.R. 5.11, which provides:

> *The OCC generally grants a hearing request only if the OCC determines
> that written submissions would be insufficient or that a hearing would
> otherwise benefit the decision making process. The OCC also may order
> a hearing if it concludes that a hearing would be in the public
> interest.*

The parties requesting hearings believed the OCC should conduct public
hearings primarily to collect testimony on Citigroup's subprime lending
practices at CitiFinancial. None of the parties indicated why written
submissions would be insufficient to make an adequate presentation of
the issues or facts to the OCC. In addition, the OCC had no reason to
believe that the proposed testimony would provide the OCC with relevant
information on the pending application since the OCC does not have any
regulatory authority over CitiFinancial.

##### V. CONCLUSION

For the reasons discussed above, including the representations and
commitments made by the applicants, the OCC concluded that: a) the
proposed account purchase is legally authorized under 12 U.S.C.
§§ 24(Seventh) and 1828(c); b) both Citibank USA and Sears NB are in
satisfactory condition; c) denial of the requests for a public hearing
was appropriate; and, d) the proposal is consistent with the Community
Reinvestment Act. As all statutory and policy considerations having been
met, the application was approved.

As a reminder, this Office must be advised in writing in advance of the
desired effective date for the merger so that the OCC may issue the
necessary certification letter. Please note that the effective date must
be on or after the fifteenth day after the date of this letter.

We shall issue a letter certifying consummation of the transaction upon
receipt of the following documents executed in the original:

1)  a secretary\'s certificate certifying that a majority of each
    bank\'s board of directors

> resolved to approve the account purchase; and,
>
> 2\) an executed purchase agreement.

If the asset purchase is not consummated within one year from the
approval date, the approval shall automatically terminate, unless the
OCC grants an extension of the time period. A separate letter is
enclosed requesting your opinion on how we handled your application. We
would appreciate your response so we may improve our service.

This approval, and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the U.S., any
agency or entity of the U.S., or any officer or employee of the U.S.,
and do not affect the ability of the OCC to exercise its supervisory,
regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agent of the OCC or the U.S.

In the event of questions, I may be contacted by e-mail:
<largebanks@occ.treas.gov> or at (202)-874-5060. Please include the
application control number in all correspondence.

Sincerely,

/s/ Richard T. Erb

Richard T. Erb

Licensing Manager

[^1]: *See, e.g.,* Corporate Decision No. 2003-2 March 27, 2003);
    Corporate Decision No. 2001-16 (June 14, 2001); Corporate Decision
    No. 98-14 (Feb. 10, 1998); Corporate Decision No. 97-23 (April 9,
    1997). The Board of Governors of the Federal Reserve System has also
    recognized that the relevant geographic market for credit card
    products and services is national in scope. *See* Bank One
    Corporation, 83 Federal Reserve Bulletin 602 (1997).

[^2]: *The Nilson Report* (Jan. 2002).

[^3]: *Id.*

[^4]: Among the public comments received, one commenter raised concerns
    with Citigroup, already the largest credit card issuer, increasing
    its market share.

[^5]: Among the public comments received, one writer raised concerns
    over the level of compliance by various Citigroup entities.

[^6]: [See]{.underline} 12 U.S.C. § 2903; 12 C.F.R. § 25.29(a). As noted
    previously, this transaction is not subject to the Riegle-Neal Act.
    Accordingly, the federal statutes authorizing this transaction do
    not provide for consideration of the CRA records of affiliates of
    the applicants, nor does the CRA itself provide for such
    consideration.

[^7]: Sears NB was chartered as a Competitive Equality Banking Act
    ("CEBA") credit card bank in 1994. In 1996, the OCC approved Sears
    NB to be designated a limited purpose bank. Sears NB's CEBA status
    limits the bank's ability to accept deposits and extend loans
    outside the credit card scope of operations. As a limited purpose
    bank, CRA performance is evaluated solely based on the community
    development investments and services of the bank and its affiliate,
    SR&Co. One commenter expressed concern that the PE for Sears NB was
    five years old. The OCC's CRA examination scheduled for August 2003
    was cancelled in light of the pending application.

[^8]: The OCC has no regulatory or supervisory authority over any of the
    Citigroup entities mentioned by the commenters that conduct subprime
    lending, such as CitiFinancial Credit Company, because none of those
    entities are national banks or subsidiaries of national banks.

[^9]: With respect to commenters' allegations concerning predatory
    mortgage lending practices at CitiFinancial Credit Company,
    Citigroup noted the progress of its implementation of the Real
    Estate Lending Initiatives adopted following its acquisition of
    Associates First Capital Corporation in 2000. The OCC has summarized
    these initiatives in prior licensing decisions. [See]{.underline}
    OCC's Corporate Decisions No. 2000-21, *Interpretations and
    Actions,* December 2000, Vol. 13, No. 2, Notice by Citigroup Inc. of
    its intent to acquire a controlling interest in Associates National
    Bank (Delaware), Newark, Delaware and OCC's Approvals with
    conditions enforceable under 12 U.S.C. 1818, Letter No. 476,
    *Interpretations and Actions,* August 2001, Vol. 14, No. 8,
    Application to merge European American Bank, Uniondale, New York,
    into and under the charter and title of Citibank, National
    Association, New York, New York. Since 2000, Citigroup has continued
    to make enhancements to these initiatives, and the OCC has continued
    to receive and review periodic progress reports from Citigroup.

[^10]: The "Access Account" is targeted to the un- and under-banked
    populations. The account does not include checks, but provides a
    Citibank Banking Card with the MasterCard logo, has unlimited ATM
    access, has a monthly fee of \$3.00 or no monthly fee if the
    customer has direct deposit, and has no minimum balance.

[^11]: In early 2003, CitiMortgage was transferred to Citibank (West),
    FSB and ceased to be a subsidiary of a national bank. As a result,
    Citibank, N.A. currently has a very low volume of mortgage loans.

[^12]: It is important to note that HMDA data alone are not adequate to
    provide a basis for concluding that a bank is engaged in lending
    discrimination or in indicating whether its level of lending is
    sufficient. HMDA data do not take into consideration borrower
    creditworthiness, housing prices, and other factors relevant in each
    of the individual markets, nor do they fully reflect the range of a
    bank's lending activities or efforts. Nevertheless, denial disparity
    ratios are of concern to the OCC and are evaluated in fair lending
    examinations.

[^13]: Citigroup defined Citibank to include the following entities:
    Citibank, FSB; Citibank (West), FSB; Citibank, N.A.; Citibank
    (Nevada), N.A.; Citibank (New York State); and Citibank (USA), N.A.
    One commenter criticized Citigroup's inclusion of purchased loans in
    this analysis. The regulation implementing HMDA, Regulation C,
    requires financial institutions covered by the regulation to report
    data on purchased loans, as well as loans originated by the
    institution in the reporting period, even if subsequently sold. 12
    C.F.R. Part 203, Appendix A, Part IV(A)(1). Additionally, OCC
    examiners are required to consider mortgage purchases as well as
    originations in assessing a bank's record of helping meet the credit
    needs of its assessment area through its lending activities, 12
    C.F.R. § 25.22(a)(1),(2).

[^14]: *See infra* n.9.

[^15]: Citigroup has taken a number of steps to improve the
    effectiveness of its referral-up program including, assigning
    managers at both Citibank and CitiFinancial to oversee the program,
    tracking referral outcomes, and analyzing the reasons why customers
    decline a referral.

[^16]: CitiFinancial's progress report is available at
    [www.citigroup.com/citigroup/citizen]{.underline}.

[^17]: The Rate Reduction program rewards borrowers who consistently
    make timely payments by reducing interest rates. The Preferred Fixed
    Rate Product pilot program, intended to provide wider access to
    lower cost credit, has replaced the referral-up program in two
    states. The Graduation Loan Program invites eligible CitiFinancial
    customers whose credit history has improved to apply for loans with
    the prime affiliates and informs them of potential cost savings.

[^18]: The Access to Lower Cost Credit Program provides rates
    competitive with Citigroup's prime affiliates for cash-out and home
    equity loans. The Conforming Loan Product offers prime and near
    prime products to qualified borrowers through home equity loan
    offices.

[^19]: *See Community Reinvestment Act Examination Procedures,*
    Comptroller's Handbook (May 1999).

[^20]: The OCC determined not to grant an extension of the comment
    period, because the commenters did not demonstrate that additional
    time was necessary to develop factual information, and no
    extenuating circumstances were present. *See* 12 C.F.R.
    5.10(b)(2)(ii), (iii). While the OCC did not extend the public
    comment period, the OCC considered comments received after the close
    of the public comment period.