To: All Member Banks and Others Concerned in the Third Federal Reserve District

Attention: Chief Executive Officer and Compliance Officer



The Board of Governors of the Federal Reserve System 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 requests comment on all aspects of the interim rule and will modify the rule as appropriate in light of the comments received.

Effective Date: Comment is requested by October 13, 2002.

Comment Requested: Comments on this interim rule should refer to Docket No. R-1129 and 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:

Additional Information: A copy of the interim ruleis attached (143 KB, 18 pages). For additional information, contact the Regulations Assistance Unit at this Reserve Bank at (215) 574-6568 or Walter R. McEwen, Counsel, Legal Division, at (202) 452-3321, or Terrill Garrison, Supervisory Financial Analyst, at (202) 452-2712.