(A) has filed with the National Financial Services Committee a notice stating such compa

ny's intent to comply with the requirements of
this section and has not withdrawn such notice;
and

(B) controls an insured bank or an insured
institution, or either (i) has, within the preceding
twelve months, filed a notice under subsection (b)
of this section to acquire control of an insured
bank, an insured institution, a bank holding com-
pany, a savings and loan holding company or a
depository institution holding company, which
notice has not been disapproved, or (ii) controls a
company which has, within the preceding twelve
months, filed an application for deposit insurance
under section 4 or 5 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1814, 1815) or section 403
of the National Housing Act (12 U.S.C. 1726),
which has not been disapproved. The filing of the
notice described in subparagraph (A) of this para-
graph by a bank holding company that does not
control any banks as defined in section 2(c)(1)(B)
of the Bank Holding Company Act (12 U.S.C.
1814(c)(1)(B)) which are not insured banks shall
result in immediate termination of the status of

4

(A) of this paragraph by a savings and loan hold-
ing company shall result in the immediate termi-

3

members of the Federal Reserve System (except a Dis-
trict bank), and the Federal Home Loan Bank Board
in the case of insured institutions;

(5) the term "appropriate Federal regulatory
agency" means the Comptroller of the Currency in the
case of national banks or District banks, the Board of
Governors of the Federal Reserve System in the case

19

(6) the term "insured bank" has the meaning
given to it in section 3(h) of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813(h)) but shall not include an
insured institution;

(7) the term "State" has the meaning given to it
in section 3(a) of the Federal Deposit Insurance Act
(12 U.S.C. 1813(a));

(8) the term "insured institution" means a Federal
savings and loan association, a Federal savings bank, a
building and loan, savings and loan or homestead asso-
ciation or a cooperative bank, the accounts of which
are insured by the Federal Savings and Loan Insur-
ance Corporation, and shall include a Federal savings
bank the deposits of which are insured by the Federal
Deposit Insurance Corporation and a savings bank

which is deemed by the Federal Savings and Loan In-
20 surance Corporation to be an insured institution under
section 408(n) of the National Housing Act (12 U.S.C.
1730a(n));

21

2222222

4

5

6

7

8

9

10

11

12

nization, or any other trust unless by its terms it must

(10)(A) the term "control" means the power, di

7

dividuals living on the effective date of the trust, but

4

shall not include any corporation the majority of the

4

5

6

rectly or indirectly, to direct the management or poli

8

9

cies of a company, or to vote 25 per centum or more

9

10

of

10

any class of voting securities of a company;

(i) acquired or held in an agency, trust or
other fiduciary capacity;

(ii)(a) acquired or held in connection with or
incidental to the underwriting of securities if such
securities are held only for such period of time as
will permit the sale thereof on a reasonable basis;

18

or

(iii) acquired in securing or collecting a debt

previously contracted in good faith, until two
years after the date of acquisition;

(C) no company formed for the sole purpose of
participating in a proxy solicitation is in control of a
company by virtue of its acquisition of voting rights
with respect to shares of such company acquired in the
course of such solicitation; and

(11) the term "minimum required capital" with
respect to an insured bank or insured institution means
the amount of capital that is required for it by applica-
ble Federal law or regulation.

(b) CHANGES IN CONTROL OF INSURED BANKS AND

16 INSURED INSTITUTIONS.—No depository institution holding
17 company acting directly or indirectly, or through or in con-
18 cert with one or more other persons, shall acquire control of
19 an insured bank, an insured institution, a bank holding com-
20 pany, a savings and loan holding company or a depository
21 institution holding company not controlled by such company
22 on the date it became a depository institution holding compa-

9

1 company, savings and loan holding company or depository 2 institution holding company unless the depository institution 3 holding company has complied with the requirements of the

4 Change in Bank Control Act (12 U.S.C. 1817(j)), or the 5 Change in Savings and Loan Control Act (12 U.S.C.

6 1730(q)(17)), as applicable. Any failure to comply with the 7 preceding requirements shall subject the relevant depository

8 institution holding company to the penalties and other proce

9 dures provided in subsections (i) through (m) of this section,

10 in addition to otherwise applicable penalties.

13

14

15

16

20

(A) upon a finding of probable harm that cannot adequately be prevented by less burdensome rules and

regulations, adopt such rules and regulations, consist

ent with the purposes of this Act, as may be necessary
17 in order to prevent an insured bank or an insured insti-
tution that is controlled by a depository institution
holding company from engaging in unsafe or unsound
practices that involve the depository institution holding
company or any of its affiliates including, without limi-
tation, unsafe or unsound practices that involve cov-
ered transactions as defined in section 23A of the Fed-
eral Reserve Act (12 U.S.C. 371c) and any transac-
tions described in paragraph (2) of subsection (a) of

21

1

2

3

4

5

6

7

8

9

10

11

10

section 23B of the Federal Reserve Act (12 U.S.C. 373c-1); and

(B) by rule, regulation or order, exempt any in

sured bank or insured institution that is controlled by a
depository institution holding company or class of such
banks or institutions, or any transaction or class of
transactions, from any requirement under the preceding
subparagraph or under sections 23A or 23B of the
Federal Reserve Act (12 U.S.C. 371c, 371c-1), not-
withstanding the provisions of any other law, rule, reg-
ulation or order, if the appropriate Federal regulatory
agency deems such an exemption to be reasonable and
not inconsistent with the purposes of this Act and in
the public interest.

(2) Any rule or regulation adopted pursuant to subpara-
16 graph (A) of paragraph (1) of this subsection shall be adopted
17 in accordance with section 4 of the Administrative Procedure
18 Act (5 U.S.C. 558), except that the appropriate Federal reg-
19 ulatory agency shall give interested persons an opportunity
20 for oral presentations of data, views, and arguments, in addi-
21 tion to written submissions.