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OCC Bulletin 2017-50 | November 7, 2017

Subordinated Debt: Revised Comptroller’s Licensing Manual Booklet


Chief Executive Officers of All National Banks and Federal Savings Associations; Department and Division Heads; All Examining Personnel; and Other Interested Parties


The Office of the Comptroller of the Currency (OCC) issued today the “Subordinated Debt” booklet of the Comptroller’s Licensing Manual. This revised booklet replaces the booklet of the same title issued in November 2003 and the related guidance (OCC Bulletin 2015-22) issued April 3, 2015. The revised booklet incorporates updated requirements for issuing subordinated debt and including it as tier 2 capital, as well as revised sample notes for national banks and new sample notes for federal savings associations (FSA). These updates are the result of the integration of the functions of the Office of Thrift Supervision into the OCC in 2011 and the issuance of revised regulations (12 CFR 5) that became effective July 1, 2015, addressing subordinated debt for national banks and FSAs (collectively, banks).

Note for Community Banks

This booklet applies to all national banks and FSAs.


The revised “Subordinated Debt” booklet

  • details the different requirements for issuing subordinated debt and including it as tier 2 capital for a national bank or FSA.
  • clarifies policies and procedures that a bank should follow to issue subordinated debt and the approval process for including it as tier 2 capital.
  • lists references and links to informational resources and includes sample notes that banks may find useful during the subordinated debt process.

Further Information

Please contact the Manager for Licensing Activities at (202) 649-6260.


Stephen A. Lybarger
Deputy Comptroller for Licensing


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