Ms. Luanne C. Cundiff
Compliance Officer
First State Bank of St. Charles
206 North Fifth Street
St. Charles, Missouri 63301

Dear Ms. Cundiff:

This is in response to your letter asking whether the term "executive officer," as used in the Board's Regulation O (12 C.F.R. Part 215), includes every assistant vice president of a bank.

Regulation O governs insider lending by a bank. Included among a bank's insiders are its executive officers. "Executive officer" is defined in Regulation O to mean a person who participates or has authority to participate in major policymaking functions of a bank or company, regardless of the person's title with the bank or company or designation in the title as "assistant." 12 C.F.R. 215.2(e)(1). Every vice president is considered to be an executive officer unless his or her bank or company takes the steps outlined in the regulation to exclude him or her from participating in major policymaking functions. Id.

The primary purpose of the definition of executive officer is to identify persons covered on a functional basis. The presumption in the definition that persons who hold certain titles are executive officers should be read in this context. In this light, the presumption that every vice president is an executive officer should not be interpreted to include every assistant vice president because the functions of an assistant vice president of a bank typically do not include participation in major policymaking functions. Extending the presumption to include assistant vice presidents would be inconsistent with the primary purpose of the definition.

Please do not hesitate to contact Gordon Miller of my staff at (202) 452-2534 if you have any additional questions concerning this matter. I hope this response is helpful to you.

Sincerely,

(signed) J. Virgil Mattingly

J. Virgil Mattingly