PLR 1351020: bank may claim losses when it surrenders bank-owned life insurance policies

Plain-English summary

A national banking association asked how to calculate losses when it surrendered three bank-owned life insurance policies and terminated related stable-value wrap contracts. The IRS ruled that the bank could deduct a loss under IRC § 165 for each policy, measured using the policy's adjusted tax basis and the proceeds received on surrender, including amounts paid under the settlement agreements. The ruling describes the basis calculation as premiums and mortality credits, less the cost of insurance and mortality and expense deductions, net of mortality credits. It also states that the ruling does not decide whether the policies qualify as life insurance contracts or modified endowment contracts under IRC §§ 7702 and 7702A.

Ruling snapshot

• Question: May the taxpayer claim and calculate losses from surrendering three bank-owned life insurance policies?
• Outcome: Approved
• Key authorities: IRC §§ 72, 165, 263, 264, 7702, 7702A; Treas. Reg. §§ 1.72-11, 1.165-1, 1.263(a)-4

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201351020 Third Party Communication: None
Release Date: 12/20/2013 Date of Communication: Not Applicable
Index Number: 165.00-00, 72.00-00
Person To Contact:
---------------------------- --------------------------------, ID No. ----------
------------------------------ ------------------
------------------------------- Telephone Number:
------------------------------------------------ ----------------------
----------------------- Refer Reply To:
--------------------------- CC:FIP:B04
---------------------------------------- PLR-113782-13
Date:
September 23, 2013

Legend

Taxpayer: --------------------------------
E.I.N.: -----------------

Parent: -------------------------------------

Bank A: ----------------------

Bank B: -----------------------

Year 1:--------

Year 2: -------

Year 3: -------

Date 1: -------------------

Date 2: -------------------

Date 3: ----------------------

Date 4: ---------------------------
PLR-113782-13 2

Date 5: ---------------------------

Policy 1: --------------------------------------------------------------------------

Policy 2: --------------------------------------------------------------------------

Policy 3: ------------------------------------------------------------------

Fund: ---------------------------

Investment Company: --------------------------------------------------

Number A: --

Number B: ----------------

Number C: --------------

Number D: --------------

Number E: ----------------

Number F: ------------------

Number G: ----------------

Number H: --------------

Number I: ------------------

Number J: --------------------

Number K: ------------------

Number L: ------------------

Number M: ----------------

Number N: --------------------

Number O: ----------------

Number P: ------------------
PLR-113782-13 3

Number Q: ------------------

Dear ----------------------------:

   This is in response to your ruling request dated March 22, 2013 and

supplemental letters dated August 12, 2013 and September 3, 2013, requesting certain
rulings concerning the federal income tax consequences regarding the recognition of a
loss on the surrender of bank owned life insurance (BOLI) submitted by Taxpayer.

FACTS

   Taxpayer is a national banking association and is wholly owned by Parent, a

holding company and bank holding company. Taxpayer qualifies as a bank within the
meaning of section 581 of the Internal Revenue Code.

   Taxpayer maintains a BOLI Program in which it acquires life insurance policies

from a variety of life insurance providers, on a group of its officer-level employees. The
BOLI Policies are invested in the general accounts and separate accounts of the BOLI
insurers. The separate accounts (including various sub-accounts) typically consist of
multiple investment fund options only available to the BOLI policyholders. The BOLI
Program is subject to certain guidelines and restrictions designed to ensure that the
BOLI Policies meet the definition of a “life insurance contract” under section 7702(a),
are not modified endowment contracts under section 7702A, and the separate accounts
meet the diversification requirements of section 817(h).

   As part of its BOLI Program, Taxpayer acquired these BOLI Policies via a BOLI

Grantor Trust. This BOLI Grantor Trust was set up by Bank A, which Taxpayer had
acquired. Taxpayer represents that it is treated as owning an undivided 100% interest
in each of the BOLI’s Grantor Trust’s assets for federal tax purposes. In Year 1 and
Year 2, certain policies were acquired by the BOLI Grantor Trust. Policy 1 was issued
on Date 1 and Policy 2 was issued on Date 2 by the same life insurance company.
Policy 3 was issued on Date 3 by another life insurance company.

    Each of the BOLI Policies permitted Taxpayer to select the timing and amount of

its premium payments and to allocate these premiums among sub-accounts established
within the separate accounts. Regarding all three BOLI Policies, a significant portion of
the premiums were directed to a sub-account that invested in Fund managed by
Investment Company. The Fund’s primary investment strategy was focused on
generating returns in the fixed income market, with a particular focus on mortgage
backed securities.

   A feature of the sub-account that invested in Fund was the provision of stable

value protection against potential losses on the premiums invested in the sub-account
and future anticipated earnings thereon. For each of the BOLI Policies and their Fund
PLR-113782-13 4

sub-account, the respective insurance companies entered into a wrap contract with
Bank B. Each of the separate sub-accounts paid a formula based fee to Bank B for this
protection. Under the wrap contract, certain restrictions were placed on the investment
activities of the separate accounts. The stable value protection of the wrap contract
was designed to stabilize the value of the underlying securities of the wrapped portfolio
portion of the separate account such that the value was less impacted by market
fluctuations.

    Unless terminated earlier than its thirty year maturity date, upon the maturity of

the wrap contract, Bank B, as the wrap provider was obligated to make payment to the
separate account equal to the difference between the “wrapped portfolio market value”
and the “investment value” less any accrued and unpaid amounts owed by the relevant
separate account owed to Bank B for the stable value coverage. If a wrap contract
matured with an investment value in excess of such contract’s wrapped portfolio market
value, the respective separate account was entitled to a payment from Bank B equal to
such excess. Alternatively, if the wrapped contract matured with such contract’s
wrapped portfolio market value in excess of the contract’s notional investment value, the
respective insurance company could be required to make additional payments to Bank
B to the extent of such excess. In the event that the BOLI Policies were surrendered
prior to the maturity date of the respective wrap contract and certain conditions were
satisfied, Bank B was required to pay to the separate account the excess of such
contracts notional investment value over the wrapped portfolio market value at the time
prescribed under the wrap contract.

   Taxpayer and BOLI Grantor Trust entered into two Settlement Agreements for

the wrap contracts that were effective on Date 4. One Settlement Agreement was for
the Policies 1, and 2 wrap contract. The other Settlement Agreement was for the Policy
3 wrap contract. Under both Settlement Agreements, amounts were determined and
paid that resulted in the agreed termination of the wrap contracts with respect to
Policies 1, 2, and 3. The two Settlement Agreements released the respective parties
from all claims. Thereafter, Policies 1, 2, and 3 were surrendered on or before Date 5.
The amounts paid under the Settlement Agreements are included in the amounts
received from the respective life insurance company.

    Pursuant to the terms of each of the surrendered BOLI Policies, a surrendered

BOLI Policy’s “account value” is generally equal to the policy’s variable account value,
plus any policy amounts invested in the insurance company’s general account assets
(e.g., the “guaranteed principal account” or “fixed account”) less all administrative
charges and fees (e.g., asset based compensation charges, custody fees, investment
fund charges and other subaccount expenses, wrap fees, etc), monthly cost of
insurance charges, and monthly mortality and risk expense charges.

  Under the terms of Policy 3, Policy 3 qualifies for a mortality experience credit

when the policy’s mortality reserve exceeds the maximum mortality reserve. The
maximum mortality reserve for Policy 3 is equal to one year’s cost of insurance charges.
PLR-113782-13 5

Upon the surrender of Policy 3, a final mortality experience credit was determined and
refunded equal to the amount of the mortality reserve on Policy 3’s surrender date, and
was considered a prepayment of all death claims submitted or that were in the course of
settlement as of the surrender date.

  Taxpayer has made the following representations:

  1. Except for the amounts received by Taxpayer on the surrender of Policies 1
     and 2 as described in the submission and in accordance with the Policies 1
     and 2 Settlement Agreement, Taxpayer has no reasonable prospect of
     receiving any further recoveries or additional amounts in connection with
     Policies 1 and 2, the stable wrap contracts or any other arrangements relating
     to Policies 1 and 2.
  2. Except for the amounts received by Taxpayer on the surrender of Policy 3 as
     described in the submission and in accordance with the Policy 3 Settlement
     Agreement, Taxpayer has no reasonable prospect of receiving any further
     recoveries or additional amounts in connection with Policy 3, the stable wrap
     contract or any other arrangements relating to Policy 3.
  3. During the term of Policy 3, Taxpayer did not receive any notice from the life
     insurance company that any action taken or proposed to be taken by, or any
     premiums paid by, Taxpayer in connection with Policy 3 could cause Policy 3
     to be treated as a modified endowment contract under section 7702A(a) and
     to Taxpayer’s knowledge, it has not taken any actions or paid any amounts in
     connection with Policy 3 that would cause Policy 3 to be a modified
     endowment contract under section 7702A(a).
  4. Taxpayer is not a party to any current or pending litigation, arbitration
     proceedings against the insurance companies that issued the policies, Bank
     B, or any other party with respect to the surrendered BOLI Policies or the
     subject wrap contracts.
  5. Taxpayer has not initiated nor participated in any litigation or arbitration
     proceedings against the insurance companies that issued the policies, Bank
     B, or any other party with respect to the surrendered BOLI Policies or the
     subject wrap contracts.
  6. At the time Taxpayer surrendered the three BOLI Policies, the cash value of
     the surrendered BOLI Policies constituted approximately Number A% of
     Taxpayer’s aggregate cash value in all of its BOLI Policies.
  7. With respect to Policy 1 and at the time of its surrender: (a) the sum of
     premium payments equaled $ Number B; (b) it was not entitled to any
     mortality experience credits; (c) the total cost of insurance equaled $ Number
     C; (d) the aggregate mortality and expense deductions (net of mortality
     experience credits) equaled $ Number D; and (e) the total amount received
     by Taxpayer for Policy 1 on the surrender of the policy and the termination of
     the stable wrap contract equaled $ Number E.
  8. With respect to Policy 2 and at the time of its surrender: (a) the sum of
     premium payments equaled $ Number F; (b) it was not entitled to any

PLR-113782-13 6

       mortality experience credits; (c) the total cost of insurance equaled $ Number
       G; (d) the aggregate mortality and expense deductions (net of mortality
       experience credits) equaled $ Number H; and (e) the total amount received
       by Taxpayer for Policy 2 on the surrender of the policy and the termination of
       the stable wrap contract equaled $ Number I.
   9. With respect to Policy 3 and at the time of its surrender: (a) the sum of
       premium payments equaled $ Number J; (b) the sum of the mortality
       experience credits equaled $ Number K; (c) the total cost of insurance
       equaled $ Number L; (d) the aggregate mortality and expense deductions (net
       of mortality experience credits) equaled $ Number M; and (e) the total amount
       received by Taxpayer for Policy 3 on the surrender of the policy and the
       termination of the stable wrap contract equaled $ Number N. The total cost of
       insurance $ Number L for Policy 3 represents the gross amount paid not
       reduced by $ Number K sum of the mortality experience credits under Policy
       3.
   10. Policies 1, 2, and 3 were surrendered on or before Date 5.

RULINGS REQUESTED

   Taxpayer is requesting a ruling that it is allowed a loss under section 165 relating

to the surrender of BOLI Policies 1, 2, and 3, with the amount of such loss for each
surrendered BOLI Policy computed by subtracting the applicable tax basis of
surrendered BOLI Policy from the surrendered proceeds received by Taxpayer on each
surrendered BOLI Policy (including amounts received on the termination of the wrap
contracts under the respective Settlement Agreements).

LAW AND ANALYSIS

   Section 72(e) governs the federal income tax treatment of amounts received

under annuity, endowment, or life insurance contract that are not received as an
annuity. In general under section 72(e)(2), a non-annuity amount is received on or after
the annuity starting date is included in gross income. If a non-annuity amount is
received before the annuity starting date, it is included in gross income to the extent
allocable to income on the contract, but not to the extent allocable to investment in the
contract (i.e., it is taxed on an income –first basis).

   Section 72(e)(5) provides an exception to the income-first rule in the case of – (1)

certain contracts including, under section 72(e)(5)(C), life insurance contracts other than
a “modified endowment contract” (as defined in section 7702A) and (2) any non-annuity
amount received under a contract on its complete surrender, redemption, or maturity.

   Section 1.72-11(d)(1) of the Income Tax Regulations provides that any amount

received upon the surrender, redemption, or maturity of a contract to which section 72
applies, which is not received as an annuity under the rules of paragraph (b) of section
1.72-2, shall be included in the gross income of the recipient to the extent that it, when
PLR-113782-13 7

added to amounts previously received under the contract and which were excludible
from gross income of the recipient under the law applicable at the time of receipt,
exceeds the aggregate of premiums or other consideration paid. See section
72(e)(2)(B).

   If a non-annuity is received under a life insurance contract other than a modified

endowment contract before the annuity starting date, or is received under a life
insurance contract on the complete surrender, redemption, or maturity of the contract,
section 72(e)(5)(A) requires the amount be included in gross income but only to the
extent it exceeds investment in the contract. For this purpose, section 72(e)(6) defines
“investment in the contract” as of any date as the aggregate amount of premiums or
other consideration paid for the contract before that date, less the aggregate amount
received under the contract before the date to the extent that amount was excludable
from gross income under this subtitle or prior income tax law.

   Section 165(a) provides that there shall be allowed as a deduction any loss

sustained during the taxable year and not compensated by insurance or otherwise.
Section 165(f) provides that losses from the sales or exchanges of capital assets shall
be allowed only to the extent allowed in sections 1211 and 1212.

   Section 1.165-1(b) states that to be allowable as a loss under section 165(a), a

loss must be evidenced by a closed and completed transactions, fixed by identifiable
events, and except as otherwise provided in section 165(h) and 1.165-11, relating to
disaster losses, actually sustained during the taxable year.

    Section 1.165-1(d)(2)(i) states that if a casualty or other event occurs which may

result in a loss and, in the year of such casualty or event, there exists a claim for
reimbursement with respect to which there is a reasonable prospect of recovery, no
portion of the loss with respect to which reimbursement may be received is sustained,
for purposes of section 165, until it can be ascertained with reasonable certainty
whether or not such reimbursement will be received. Whether a reasonable prospect of
recovery exists with respect to a claim for reimbursement of a loss is a question of fact
to be determined upon an examination of all facts and circumstances. Whether or not
such reimbursement will be received may be ascertained with reasonable certainty, for
example, by a settlement of the claim, by an adjudication of the claim, or by an
abandonment of the claim. When a taxpayer claims that the taxable year in which a
loss is sustained is fixed by his abandonment of the claim for reimbursement, he must
be able to produce objective evidence of his having abandoned the claim, such as the
execution of a release.

    Section 264(a)(1) provides that no deduction shall be allowed for premiums paid

on any life insurance policy, or endowment or annuity contract, if the taxpayer is directly
or indirectly is the beneficiary under the policy or contract.
PLR-113782-13 8

   Section 263 generally prohibits deductions for capital expenditures. Section

263(a)(1) provides that no deduction shall be allowed for any amounts paid out for new
buildings or for permanent improvements or betterments made to increase the value of
any property.

    Section 1.263(a)-4(d)(1) provides that except as provided in paragraph (f) of this

section (relating to the 12 month rule), a taxpayer must capitalize amounts paid to
create an intangible described in this paragraph (d). Section 1.263(a)-4(d)(2) provides
that a taxpayer must capitalize amounts paid to another party to create, originate, enter
into, renew, or renegotiate with that party any of the financial interests enumerated in
section 1.263(a)-(4)(d)(i)(A) through (F), whether or not the interest is regularly traded
on an established market. Section 1.263(a)-4(d)(2)(i)(D) provides that an endowment
contract, annuity contract, or insurance contract that has or may have cash value is
included as a financial interest.

   Section 1001(a) provides that the gain from the sale or other disposition of

property shall be the excess of the amount realized therefrom over the adjusted basis
provided in section 1011 for determining gain, and the loss shall be the excess of the
adjusted basis provided in such section for determining loss over the amount realized.

   Under section 1011, the adjusted basis for determining gain or loss from the sale

or other disposition of property, whenever acquired, is the basis (determined under
section 1012 other applicable sections of this subchapter, and subchapters C (relating
to corporate distributions and adjustments), K (relating to partners and partnerships),
and P (relating to capital gains and losses)) as adjusted as provided in section 1016.
Under section 1012, the basis of property is the cost of such property, except as
otherwise provided in this subchapter and subchapters C, K, and P. Under section
1016(a)(1), proper adjustment must be made for expenditures, receipts, losses, or other
items properly chargeable to capital account.

   Rev. Rul. 61-201, 1961-2 C.B. 46, holds that in determining the amount of loss

sustained by the original purchaser upon the surrender of its single premium refund
annuity contract for cash consideration, the basis of the contract is its cost, less the
amounts previously received under the contract which were properly excluded from the
gross income of the recipient under the law applicable at the time of receipt. The
excess of basis, thus determined, over the amount received upon surrender of the
contract constitutes an ordinary loss.

   Rev. Rul. 2009-13, 2009-21 I.R.B. 1029, provides guidance on the amount and

character of an individual’s income recognized on the surrender or sale of the
individual’s life insurance contract.

    Rev. Rul. 2009-14, 2009-21 I.R.B. 1031, provides guidance to investors who buy

life insurance contracts.
PLR-113782-13 9

   Both the Code and the courts acknowledge that a life insurance contract,

although a single asset, may have both investment characteristics and insurance
characteristics. See e.g., section 7702 (defining life insurance contract for federal
income tax purposes by reference, in part, to both the cash surrender value and death
benefits under the contract). In Keystone Consolidated Publishing Co. v.
Commissioner, 26 B.T.A. 1210, 1211 (1932), the court states that total premiums paid
did not represent the cost of the policy. To so hold would be to disregard the element of
insurance protection in the period prior to the sale, the benefit of which accrued to the
taxpayer. In London Shoe Co. v. Commissioner, 80 F.2d 230, 231 (2d Cir. 1935), the
court determined that a life insurance policy ordinarily combines investment with
insurance protection. In Century Wood Preserving Co. v. Commissioner, 69 F.2d 967,
968 (3d Cir. 1934), the court determined that the policies of insurance involved in this
case have a double aspect. They provide the present protection of ordinary life
insurance and also a means of investment. Thus, to measure a taxpayer's gain upon
the surrender or sale of a life insurance contract, it is necessary to determine that
portion of the premium paid for the contract that was not expended for the provision of
insurance before the sale.

    In Century Wood Preserving Co., 69 F.2d 967, a corporate taxpayer paid

$98,242 of premiums on life insurance contracts over a period of several years to insure
the lives of its officers. The taxpayer then sold the contracts to the officers for their cash
surrender value of $57,646, claiming a loss for the difference between the total
premiums paid and the amount for which it sold the contracts. The court held that the
taxpayer did not have a loss, because it did not have a basis equal to the full amount of
the premiums paid:

   If the [taxpayer] is entitled to a deduction from gross income, it is because
   [it has] sustained a loss, the basis of determining which is the cost of the
   property. … The cost of an asset is the real question here. It is obvious
   that cost is not the total amount paid in as premiums, since continuing
   insurance protection is part of the consideration for the contract. The part
   of the premiums which represents annual insurance protection has been
   earned and used. 69 F.2d at 968.

    In Forbes Lithograph Mfg. Co. v. White, 42 F. 2d 287 (D. Mass. 1930), a

corporate taxpayer took out life insurance polices on four of its officers in 1917
and paid a total of $40,583.50 in premiums until the surrender of the policies in
1923 for $22,784.44. The taxpayer argued it was entitled to a loss deduction,
calculated by taking the total premiums over the cash surrender value. The
district court held in favor of taxpayer, citing Lucas v. Alexander, 279 U.S. 572
(1929), a case involving valuation of a life insurance policy where, in dicta, the
court noted that there is an economic and presumably taxable gain when life
insurance is surrendered or sold, calculated by taking the difference between the
total premiums paid and the amount received on disposal. According to the
PLR-113782-13 10

district court in Forbes Lithograph, the rules on calculating gain are “equally
applicable” where the case is a loss.

    In London Shoe Co., 80 F.2d 230, a situation in which a corporate taxpayer

sought to deduct from gross income as a loss the difference between the cash
surrender value of a policy on the life of an officer and the net cost of the policy. The
court held that the corporate taxpayer was not entitled to deduct the difference between
the cash surrender value and the net cost of the policy from gross income as a loss.
The basis under section 113(a) of the Act of 1928 for purposes of determining gain or
loss from the sale or disposition of property acquired after February 28, 1913, is the cost
of such property. The court determined that that the cost of the proceeds which the
taxpayer received upon the surrender of the policy seems to have been approximately
the amount of excess premiums set apart from year to year as a reserve. The court
stated that losses, if any would be represented by the amount by which the premiums
so far as they are paid toward the reserve exceed the cash surrender value of the
policy. The court further stated that no loss was established in this case for the reason
that the cost was approximately reflected in the cash surrender value and the portion of
the premiums not used to build up the reserves was paid to obtain the insurance
protection which for many years was afforded.

   Under section 72(e)(5)(A) and section 1.72-11(d)(1), the amount that is received

on the complete surrender of a life insurance policy is included in gross income but only
to the extent it exceeds the investment in the contract as of any date as defined in
section 72(e)(6). It is clear that neither the section 72 nor the underlying regulations
address the situation of whether there is a loss on the complete surrender of a life
insurance policy and if there is a loss, what is the amount of the loss. Section 165(a)
allows a deduction for any loss sustained during the taxable year that is not
compensated for by insurance. For purposes of section 165(a), section 165(b) provides
that the basis for determining the amount of the loss is the adjusted basis provided in
section 1011 for determining the loss from the sale or disposition of property.

   Section 264 prevents the current deduction of premiums otherwise allowable as

a deduction under sections 162 and 212. Section 1.263(a)-4(d)(2) provides that a life
insurance policy is a financial interest that must be capitalized. Accordingly, section 264
does not prevent the recognition of a loss when a policyholder’s adjusted basis in a
policy exceeds the amount realized on surrender of the policy.

   However, a loss is not sustained if the taxpayer has a claim for reimbursement

with a reasonable prospect of recovery. Section 1.165-1(d)(2). See also Dawn v.
Commissioner, 675 F.2d 1077 (9th Cir. 1982); Ramsay Scarlett and Company, Inc. v.
Commissioner, 61 T.C. 795 (1974), aff’d, 521 F.2d 786 (4th Cir. 1975); Parmalee
Transportation Co. v. United States, 173 Ct. Cl. 139, 351 F.2d 619 (1965); and Estate of
Scofield v. Commissioner, 266 F.2d 154, 159 (6th Cir. 1959), revg. 25 T.C. 774 (1956).

CONCLUSION:
PLR-113782-13 11

    Taxpayer is allowed a loss under section 165 relating to the to the surrender of

BOLI Policies 1, 2, and 3, with the amount of such loss for each surrendered BOLI
Policy computed by subtracting the applicable tax basis of surrendered BOLI Policy
from the surrendered proceeds received by Taxpayer on each surrendered BOLI Policy
(including amounts received on the termination of the respective wrap contracts under
the respective Settlement Agreements). With respect to each surrendered BOLI Policy,
Taxpayer’s basis in such policy is equal to the sum of the premium payments and the
mortality credits, less the cost of insurance and the mortality and expense deductions
(net of mortality experience credits). Accordingly, Taxpayer is entitled to a loss
deduction under section 165 for taxable Year 3 of (1) $ Number O for surrendered
Policy 1; (2) $ Number P for surrendered Policy 2; and $ Number Q for surrendered
Policy 3 based on the representations in paragraphs 1 through 9, respectively.

    Except as set forth above, no opinion is expressed or implied concerning the tax

consequences of any aspect of any transaction or item discussed or referenced in this
letter. No rulings have been requested and no opinion is expressed concerning whether
the Policies qualify as a life insurance contracts under section 7702 or are a modified
endowment contracts under section 7702A or concerning the treatment under
subchapter L of the Code. No opinion concerning the tax consequences of any
transaction or item discussed or reference in this letter if a Policy is a modified
endowment contract. This ruling is directed only to the taxpayer requesting it. Section
6110(k)(3) of the Code provides that it may not be used or cited as precedent.

     In accordance with the Power of Attorney on file with this office, a copy of this

letter is being sent to your authorized representatives.

    A copy of this letter must be attached to any income tax return to which it is

relevant. Taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their return that provides the date and control number of the
letter ruling.

   The ruling contained in this letter is based upon information and representations

submitted by the taxpayer and accompanied by a penalty of perjury statement executed
by an appropriate party. While this office has not verified any of the material submitted
in support of the request for this ruling, it is subject to verification on examination.

                                       Sincerely,


                                       SHERYL B. FLUM
                                       Branch Chief, Branch 4
                                       Office of the Associate Chief Counsel
                                       Financial Institutions & Products