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The FDIC is seeking comment on proposed new corporate governance and risk management guidelines (Guidelines) for all insured state nonmember banks, state-licensed insured branches of foreign banks, and insured state savings associations that are subject to the provisions of section 39 of the Federal Deposit Insurance Act (FDI Act), with average total consolidated assets equal to or greater than $10 billion on or after the effective date of these Guidelines. These proposed Guidelines would be issued as Appendix C to FDIC’s standards for safety and soundness regulations in part 364, pursuant to its safety and soundness authority provided by section 39 of the FDI Act, and enforceable under section 39. The FDIC also proposes to make corresponding amendments to parts 308 and 364 of its regulations to implement the proposed Guidelines.