House Bill No. 6670
               House Bill No. 6670

              PUBLIC ACT NO. 97-223


AN ACT CONCERNING  THE FORMATION OF MUTUAL HOLDING
COMPANIES  AND  THE   ENFORCEMENT   POWER  OF  THE
COMMISSIONER OF BANKING  WITH  RESPECT TO BRANCHES
OF OUT-OF-STATE BANKS.


    Be  it  enacted  by  the  Senate  and House of
Representatives in General Assembly convened:
    Section  1.  Section   36a-2  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    As  used  in  this  title,  unless the context
otherwise requires:
    (1)  "Affiliate"  of a person means any person
controlling,  controlled  by,  or   under   common
control with, that person;
    (2)  "Applicant"  with  respect to any license
or approval provision pursuant to this title means
a person who applies for that license or approval;
    (3)   "Automated   teller   machine"  means  a
stationary or mobile unattended device,  including
a  satellite  device but excluding a point of sale
terminal,   at   which    banking    transactions,
including,   but   not   limited   to,   deposits,
withdrawals, advances, payments or transfers,  may
be conducted;
    (4)  "Bank"  means  a  Connecticut  bank  or a
federal bank;
    (5)   "Bank   and   trust  company"  means  an
institution chartered or organized under the  laws
of this state as a bank and trust company;
    (6)  "Bank  holding  company"  has the meaning
given to that term in 12 USC Section  1841(a),  as
from  time  to  time amended, except that the term
"bank", as used in 12 USC Section 1841(a) includes
a  bank or out-of-state bank that functions solely
in a trust or fiduciary capacity;
    (7)  "Capital  stock" when used in conjunction
with any bank or out-of-state bank means a bank or
out-of-state bank that is authorized to accumulate
funds through the issuance of its capital stock;
    (8)   "Club  deposit"  means  deposits  to  be
received at regular intervals,  the  whole  amount
deposited  to  be withdrawn by the owner or repaid
by the bank in not more than fifteen  months  from
the  date  of the first deposit, and upon which no
interest or dividends need to be paid;
    (9)  "Commissioner"  means the Commissioner of
Banking. With  respect  to  any  function  of  the
commissioner,  "commissioner"  includes any person
authorized or designated by  the  commissioner  to
carry out that function;
    (10)  "Company"  means  any corporation, joint
stock company,  trust,  association,  partnership,
limited  partnership, unincorporated organization,
limited liability company or similar organization,
but  does  not  include  (A)  any  corporation the
majority of the shares of which are owned  by  the
United  States  or  by any state, or (B) any trust
which  by  its   terms   must   terminate   within
twenty-five  years  or  not  later than twenty-one
years  and  ten  months   after   the   death   of
beneficiaries  living on the effective date of the
trust;
    (11)  "Connecticut  bank"  means  a  bank  and
trust company, savings bank or  savings  and  loan
association  chartered or organized under the laws
of this state;
    (12)   "Connecticut   credit  union"  means  a
cooperative, nonprofit association, the membership
of which is limited as provided in section 36a-438
which is incorporated without capital stock  under
the  laws of this state and licensed under chapter
667 for the purposes of encouraging  thrift  among
its members, creating a source of credit at a fair
and reasonable rate of interest and  providing  an
opportunity  for  its  members  to use and control
their own money  to  improve  their  economic  and
social condition;
    (13)  "Consolidation"  means  a combination of
two or more institutions into a  new  institution.
All institutions party to the consolidation, other
than  the  new  institution,   are   "constituent"
institutions;   the   new   institution   is   the
"resulting" institution;
    (14)  "Control"  has the meaning given to that
term in 12 USC Section 1841(a), as  from  time  to
time amended;
    (15)  "Customer"  means  any  person  using  a
service offered by a financial institution;
    (16)  "Demand  account"  means an account into
which demand deposits may be made;
    (17)  "Demand deposit" means a deposit that is
payable  on  demand,  a  deposit  issued  with  an
original  maturity  or  required  notice period of
less than seven days  or  a  deposit  representing
funds  for  which  the  bank  does not reserve the
right to require  at  least  seven  days'  written
notice  of  the  intended withdrawal, but does not
include any time deposit;
    (18)  "Deposit"  means  funds deposited with a
depository;
    (19)  "Deposit  account" means an account into
which deposits may be made;
    (20)   "Depositor"  includes  a  member  of  a
mutual savings and loan association;
    (21)   "Director"   means   a  member  of  the
governing board of a financial institution;
    (22)  "Equity  capital"  means the excess of a
Connecticut bank's total  assets  over  its  total
liabilities, as defined in the instructions of the
federal Financial Institutions Examination Council
for consolidated reports of condition and income;
    (23)  "Executive  officer" means every officer
of a Connecticut  bank  who  participates  or  has
authority  to  participate,  otherwise than in the
capacity of a  director,  in  major  policy-making
functions of such bank, regardless of whether such
officer has an  official  title  or  whether  that
title  contains  a  designation  of  assistant and
regardless of  whether  such  officer  is  serving
without   salary   or   other   compensation.  The
president, vice president, secretary and treasurer
of  such bank are deemed to be executive officers,
unless, by resolution of the governing board or by
such  bank's  bylaws, any such officer is excluded
from   participation   in   major    policy-making
functions,  otherwise  than  in  the capacity of a
director of such bank, and such officer  does  not
actually   participate   in   such   policy-making
functions;
    (24)  "Federal  agency"  has the meaning given
to that term in 12 USC Section 3101, as from  time
to time amended;
    (25)  "Federal  bank" means a national banking
association,  federal  savings  bank  or   federal
savings  and loan association having its principal
office in this state;
    (26)  "Federal  branch"  has the meaning given
to that term in 12 USC Section 3101, as from  time
to time amended;
    (27)   "Federal   credit   union"   means  any
institution chartered or organized  as  a  federal
credit  union  pursuant  to the laws of the United
States having its principal office in this state;
    (28)  "Fiduciary"  means  a person undertaking
to act alone or jointly with others primarily  for
the  benefit  of  another or others in all matters
connected with  its  undertaking  and  includes  a
person   acting   in   the  capacity  of  trustee,
executor,   administrator,   guardian,   assignee,
receiver,  conservator, agent, custodian under the
Connecticut Uniform Gifts to  Minors  Act  or  the
Uniform Transfers to Minors Act, and acting in any
other similar capacity;
    (29)   "Financial   institution"   means   any
Connecticut bank,  Connecticut  credit  union,  or
other  person  whose  activities in this state are
subject to the supervision  of  the  commissioner,
but does not include a person whose activities are
subject to the  supervision  of  the  commissioner
solely  pursuant  to chapter 672a, 672b or 672c or
any combination thereof;
    (30)  "Foreign  bank" has the meaning given to
that term in 12 USC Section 3101, as from time  to
time amended;
    (31)   "Foreign  country"  means  any  country
other than the  United  States  and  includes  any
colony,  dependency  or  possession  of  any  such
country;
    (32)  "Governing  board"  means  the  group of
persons vested with the management of the  affairs
of  a  financial  institution  irrespective of the
name by which such group is designated;
    (33)  "Holding  company"  means a bank holding
company or a savings  and  loan  holding  company,
except,  as  used  in sections 36a-180 to 36a-191,
inclusive, "holding company" means a bank  holding
company or a savings and loan holding company that
controls a bank;
    (34)  "Insured depository institution" has the
meaning given to that term in 12 USC Section 1813,
as from time to time amended;
    (35)   "Licensee"  means  any  person  who  is
licensed or required to be  licensed  pursuant  to
the applicable provisions of this title;
    (36)  "Loan"  includes  any  line of credit or
other extension of credit;
    (37)  "Merger" means the combination of one or
more institutions with another which continues its
corporate existence. All institutions party to the
merger are "constituent" institutions; the merging
institution  which  upon  the merger continues its
existence is the "resulting" institution;
    (38)  "Mutual"  when  used in conjunction with
any institution that is  a  bank  or  out-of-state
bank  means  any  such institution without capital
stock;
    (39)   "Mutual   holding  company"  means  any
mutual savings bank or  mutual  savings  and  loan
association  reorganized  [in  accordance with] OR
ANY NONSTOCK CORPORATION FORMED IN CONNECTION WITH
A  REORGANIZATION  PURSUANT TO sections 36a-192 to
36a-199, inclusive, AS AMENDED  BY  THIS  ACT,  to
hold a majority of the ordinary voting shares of a
reorganized savings institution;
    (40)  "Out-of-state"  includes any state other
than Connecticut and any foreign country;
    (41)    "Out-of-state    bank"    means    any
institution  that  engages  in  the  business   of
banking,  but does not include a bank, Connecticut
credit union, federal credit union or out-of-state
credit union;
    (42)  "Out-of-state  credit  union"  means any
credit union other than a Connecticut credit union
or a federal credit union;
    (43)  "Person"  means  an individual, company,
including a company described in subparagraphs (A)
and  (B)  of  subdivision (10) of this section, or
any other legal entity, including a federal, state
or municipal government or agency or any political
subdivision thereof;
    (44)  "Point  of sale terminal" means a device
located in a  commercial  establishment  at  which
sales  transactions can be charged directly to the
buyer's deposit, loan or credit  account,  but  at
which deposit transactions cannot be conducted;
    (45)  "Reorganized  savings  bank"  means  any
savings  bank  incorporated   and   organized   in
accordance   with   [subsection  (a)  of]  section
36a-192, AS AMENDED BY SECTION 3 OF THIS ACT,  AND
SECTION  36a-193,  AS AMENDED BY SECTION 4 OF THIS
ACT, a majority of the ordinary voting  shares  of
which is owned by a mutual holding company;
    (46)    "Reorganized    savings    and    loan
association"   means   any   savings   and    loan
association    incorporated   and   organized   in
accordance  with  [subsection  (b)   of]   section
36a-192,  AS AMENDED BY SECTION 3 OF THIS ACT, AND
SECTION 36a-193, AS AMENDED BY SECTION 4  OF  THIS
ACT,  a  majority of the ordinary voting shares of
which is owned by a mutual holding company;
    (47)  "Reorganized  savings institution" means
any  reorganized  savings  bank   or   reorganized
savings and loan association;
    (48)  "Representative  office" has the meaning
given to that term in 12 USC Section 3101, as from
time to time amended;
    (49)  "Reserves  for  loan  and  lease losses"
means the amounts reserved by a  Connecticut  bank
against possible loan and lease losses as shown on
the bank's consolidated reports of  condition  and
income;
    (50)  "Satellite  device"  means  an automated
teller machine which is not part of an  office  of
the  bank,  Connecticut  credit  union  or federal
credit union which has established such machine;
    (51)   "Savings   account"   means  a  deposit
account, other than an escrow account  established
pursuant  to  section  49-2a,  into  which savings
deposits may be made and  which  account  must  be
evidenced  by  periodic  statements  delivered  at
least semiannually or by a passbook;
    (52)  "Savings  and loan association" means an
institution chartered or organized under the  laws
of this state as a savings and loan association;
    (53)   "Savings  bank"  means  an  institution
chartered or organized  under  the  laws  of  this
state as a savings bank;
    (54)   "Savings  deposit"  means  any  deposit
other than a demand deposit  or  time  deposit  on
which interest or a dividend is paid periodically;
    (55)  "Savings  and  loan holding company" has
the meaning given to that term in 12  USC  Section
1467a, as from time to time amended;
    (56)  "State"  means  any  state of the United
States, the District of Columbia, any territory of
the  United  States,  Puerto  Rico, Guam, American
Samoa, the trust territory of the Pacific Islands,
the   Virgin  Islands  and  the  Northern  Mariana
Islands;
    (57)  "State  agency" has the meaning given to
that term in 12 USC Section 3101, as from time  to
time amended;
    (58)  "State  branch" has the meaning given to
that term in 12 USC Section 3101, as from time  to
time amended;
    (59)  "Subsidiary"  has  the  meaning given to
that term in 12 USC Section 1841(d), as from  time
to time amended;
    (60)   "Supervisory  agency"  means:  (A)  The
commissioner; (B) the  Federal  Deposit  Insurance
Corporation; (C) the Resolution Trust Corporation;
(D) the Office  of  Thrift  Supervision;  (E)  the
National  Credit  Union  Administration;  (F)  the
Board of Governors of the Federal Reserve  system;
(G) the United States Comptroller of the Currency;
and (H) any successor  to  any  of  the  foregoing
agencies or individuals;
    (61)  "Time  account"  means  an  account into
which time deposits may be made; and
    (62)  "Time  deposit" means a deposit that the
depositor  does  not  have  a  right  and  is  not
permitted to make withdrawals from within six days
after the date of deposit, unless the  deposit  is
subject to an early withdrawal penalty of at least
seven days' simple interest on  amounts  withdrawn
within  the  first six days after deposit, subject
to those exceptions permissible  under  Title  12,
Part  204  of  the Code of Federal Regulations, as
from time to time amended.
    Sec.   2.   Section  36a-190  of  the  general
statutes  is  repealed  and   the   following   is
substituted in lieu thereof:
    The   provisions   of   sections   36a-183  to
36a-187, inclusive, shall not apply to: [(a)]  (1)
A transaction subject to the provisions of section
36a-105 or 36a-106, section 36a-125 or 36a-181, or
the  provisions  of  the laws of the United States
relating to the merger or consolidation of federal
banks,   [(b)]   (2)  the  acquisition  of  shares
acquired in good faith in  a  fiduciary  capacity,
[(c)] (3) the acquisition or transfer of shares of
a federal bank to the extent that the  acquisition
or  transfer of such shares is subject to approval
or  disapproval  under  the  laws  of  the  United
States,  [(d)] (4) the acquisition by a person who
has previously filed an acquisition  statement  of
less than one per cent of the voting securities of
a bank or holding  company  during  any  six-month
period,  [(e)]  (5)  an acquisition or transfer by
operation of law or by gift,  will  or  intestacy,
[(f)]  (6) a transaction involving the acquisition
of securities if  the  commissioner  certifies  in
writing  that  the  protection  of  depositors and
creditors of the bank, the securities of which are
being  acquired  or  which  is a subsidiary of the
holding company the securities of which are  being
acquired,  requires  that  the transaction proceed
without delay, or [(g)] (7) (A) the formation of a
mutual  holding  company  or a reorganized savings
institution of such mutual holding  company  under
sections  36a-192, AS AMENDED BY SECTION 3 OF THIS
ACT, and 36a-193, AS AMENDED BY SECTION 4 OF  THIS
ACT, INCLUDING THE ACQUISITION OF VOTING SHARES OF
A REORGANIZED SAVINGS INSTITUTION  BY  A  NONSTOCK
CORPORATION  PURSUANT TO SUBSECTION (b) OF SECTION
36a-192, AS AMENDED BY SECTION 3 OF THIS  ACT,  or
[to]  (B)  the  issuance  of capital stock by such
reorganized  savings  institution  under  sections
36a-195  and  36a-196,  AS AMENDED BY SECTION 6 OF
THIS ACT.
    Sec.   3.   Section  36a-192  of  the  general
statutes  is  repealed  and   the   following   is
substituted in lieu thereof:
    (a)  Notwithstanding  any  other  provision of
the general statutes, any mutual savings  bank  OR
MUTUAL SAVINGS AND LOAN ASSOCIATION may reorganize
so as to become a mutual holding company  by:  (1)
[Causing]  (A)  IN  THE  CASE  OF A MUTUAL SAVINGS
BANK,  CAUSING  a   reorganized   savings   [bank]
INSTITUTION  to be incorporated and organized as a
capital stock  savings  bank  in  accordance  with
section  36a-193,  AS AMENDED BY SECTION 4 OF THIS
ACT, OR (B) IN THE CASE OF A  MUTUAL  SAVINGS  AND
LOAN  ASSOCIATION,  CAUSING  A REORGANIZED SAVINGS
INSTITUTION TO BE INCORPORATED AND ORGANIZED AS  A
CAPITAL  STOCK  SAVINGS  AND  LOAN  ASSOCIATION IN
ACCORDANCE WITH SECTION  36a-193,  AS  AMENDED  BY
SECTION 4 OF THIS ACT; and (2) transferring to the
reorganized   savings   [bank]    INSTITUTION    a
substantial  part  of  the  assets  of such mutual
savings  bank   OR   MUTUAL   SAVINGS   AND   LOAN
ASSOCIATION  and  causing  the reorganized savings
[bank] INSTITUTION to assume a substantial part of
the  liabilities  of  such  mutual savings bank OR
MUTUAL SAVINGS AND LOAN ASSOCIATION, including all
of  its depository liabilities. Upon such transfer
and assumption, [(A)] persons  who  prior  thereto
held  depository  rights  with respect to or other
rights as creditors of such mutual savings bank OR
MUTUAL  SAVINGS  AND  LOAN  ASSOCIATION shall have
such rights solely with respect to the reorganized
savings   [bank]   INSTITUTION,   and   [(B)]  the
corresponding  liability  or  obligation  of   the
mutual  savings  bank  OR  MUTUAL SAVINGS AND LOAN
ASSOCIATION to such persons shall  be  assumed  by
the   reorganized   savings   [bank]  INSTITUTION.
Persons who had ownership, liquidation  or  voting
rights  with respect to the mutual savings bank OR
MUTUAL SAVINGS AND LOAN ASSOCIATION shall continue
to  have  such  rights  solely with respect to the
mutual savings bank OR  MUTUAL  SAVINGS  AND  LOAN
ASSOCIATION  in  its  reorganized form as a mutual
holding company.
    [(b)  Notwithstanding  any  other provision of
the general statutes, any mutual savings and  loan
association  may  reorganize  so  as  to  become a
mutual  holding  company   by:   (1)   Causing   a
reorganized  savings  and  loan  association to be
incorporated and  organized  as  a  capital  stock
savings   and   loan   association  under  section
36a-193; and (2) transferring to  the  reorganized
savings and loan association a substantial part of
the  assets  of  such  mutual  savings  and   loan
association  and  causing  the reorganized savings
and loan association to assume a substantial  part
of the liabilities of such mutual savings and loan
association,  including  all  of  its   depository
liabilities.  Upon  such  transfer and assumption,
(A) persons  who  prior  thereto  held  depository
rights   with   respect  to  or  other  rights  as
creditors  of  such  mutual   savings   and   loan
association  shall  have  such  rights solely with
respect  to  the  reorganized  savings  and   loan
association and (B) the corresponding liability or
obligation  of  the  mutual   savings   and   loan
association  to  such  persons shall be assumed by
the  reorganized  savings  and  loan  association.
Persons  who  had ownership, liquidation or voting
rights with respect to the mutual savings and loan
association  shall  continue  to  have such rights
solely with respect to the mutual savings and loan
association  in  its  reorganized form as a mutual
holding company.]
    (b)  (1)  NOTWITHSTANDING  ANY OTHER PROVISION
OF THE GENERAL STATUTES, ANY MUTUAL  SAVINGS  BANK
OR   MUTUAL   SAVINGS  AND  LOAN  ASSOCIATION  MAY
REORGANIZE SO AS TO FORM A MUTUAL HOLDING  COMPANY
BY:  (A)  CAUSING  A  NONSTOCK  CORPORATION  TO BE
ORGANIZED UNDER THE LAWS OF THIS STATE; (B) (i) IN
THE  CASE  OF  A MUTUAL SAVINGS BANK, CAUSING SUCH
NONSTOCK CORPORATION TO FORM A REORGANIZED SAVINGS
INSTITUTION  BY ORGANIZING A CAPITAL STOCK SAVINGS
BANK  IN  ACCORDANCE  WITH  SECTION  36a-193,   AS
AMENDED  BY  SECTION 4 OF THIS ACT, OR (ii) IN THE
CASE OF A MUTUAL  SAVINGS  AND  LOAN  ASSOCIATION,
CAUSING   SUCH  NONSTOCK  CORPORATION  TO  FORM  A
REORGANIZED SAVINGS INSTITUTION  BY  ORGANIZING  A
CAPITAL  STOCK  SAVINGS  AND  LOAN  ASSOCIATION IN
ACCORDANCE WITH SECTION  36a-193,  AS  AMENDED  BY
SECTION  4  OF THIS ACT; (C) CAUSING SUCH NONSTOCK
CORPORATION TO ACQUIRE A MAJORITY OF THE  ORDINARY
VOTING   SHARES   OF   SUCH   REORGANIZED  SAVINGS
INSTITUTION; AND (D) MERGING  THE  MUTUAL  SAVINGS
BANK  OR  MUTUAL SAVINGS AND LOAN ASSOCIATION WITH
AND INTO SUCH REORGANIZED SAVINGS  INSTITUTION  IN
ACCORDANCE  WITH THE PROVISIONS OF SUBDIVISION (2)
OF THIS SUBSECTION  AND  SECTION  36a-125,  EXCEPT
THAT  SUBSECTIONS  (e),  (f)  AND  (i)  OF SECTION
36a-125 SHALL NOT APPLY.
    (2)   UPON   APPLICATION  BY  THE  CONSTITUENT
BANKS, AND UPON RECEIPT OF A COPY OF THE AGREEMENT
OF  MERGER,  CERTIFIED  BY  THE SECRETARIES OF THE
CONSTITUENT BANKS AS HAVING BEEN DULY APPROVED  IN
ACCORDANCE WITH SUBSECTIONS (b) AND (d) OF SECTION
36a-125, AND OF NOTIFICATION FROM THE  CONSTITUENT
BANKS  THAT  ALL APPROVALS NEEDED FOR INSURANCE BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION  OR  ITS
SUCCESSOR  AGENCY  HAVE BEEN OBTAINED AND THAT ANY
WAITING  PERIOD  PRESCRIBED  BY  FEDERAL  LAW  HAS
EXPIRED,  THE COMMISSIONER SHALL DETERMINE WHETHER
THE TERMS OF THE  MERGER  ARE  REASONABLE  AND  IN
ACCORDANCE  WITH  LAW AND SOUND PUBLIC POLICY. THE
COMMISSIONER, IF THE COMMISSIONER  SO  DETERMINES,
SHALL  APPROVE  THE MERGER. THE COMMISSIONER SHALL
NOT APPROVE THE MERGER OF THE MUTUAL SAVINGS  BANK
OR  MUTUAL  SAVINGS  AND LOAN ASSOCIATION WITH AND
INTO THE REORGANIZED SAVINGS INSTITUTION  IF:  (A)
THE  MERGER  WOULD BE UNFAIR OR PREJUDICIAL TO THE
DEPOSITORS OF THE MUTUAL SAVINGS  BANK  OR  MUTUAL
SAVINGS  AND LOAN ASSOCIATION; (B) THE INTEREST OF
THE PUBLIC WILL NOT BE SERVED BY THE  MERGER;  (C)
DISAPPROVAL  IS  NECESSARY  TO  PREVENT UNSAFE AND
UNSOUND BANKING PRACTICES; OR (D) THE FINANCIAL OR
MANAGERIAL  RESOURCES  OF THE CONSTITUENT BANKS DO
NOT WARRANT APPROVAL OF THE MERGER. AFTER APPROVAL
OF  THE  MERGER BY THE COMMISSIONER, A COPY OF THE
AGREEMENT  AND  A  COPY  OF   THE   COMMISSIONER'S
APPROVAL  SHALL  BE  FILED  IN  THE  OFFICE OF THE
SECRETARY OF THE STATE.  UPON  COMPLETION  OF  THE
MERGER, THE NONSTOCK CORPORATION SHALL BE A MUTUAL
HOLDING COMPANY AND  PERSONS  WHO  HAD  OWNERSHIP,
LIQUIDATION  OR  VOTING RIGHTS WITH RESPECT TO THE
MUTUAL SAVINGS BANK OR  MUTUAL  SAVINGS  AND  LOAN
ASSOCIATION  SHALL  CONTINUE  TO  HAVE SUCH RIGHTS
SOLELY  WITH  RESPECT  TO  SUCH   MUTUAL   HOLDING
COMPANY.
    (c)  A reorganization of a mutual savings bank
or mutual savings and loan association pursuant to
sections 36a-192 to 36a-199, inclusive, AS AMENDED
BY THIS ACT, shall be approved  by  two-thirds  of
the  governing board of the MUTUAL SAVINGS bank or
MUTUAL  SAVINGS  AND  LOAN  association.  No  such
approval  shall  be  required  of creditors of, or
persons having ownership,  liquidation  or  voting
rights with respect to, a mutual savings bank. The
reorganization  of  a  mutual  savings  and   loan
association  shall  also be approved by a majority
of the depositors present and voting at a  meeting
called  for  the  purpose  of  considering  such a
reorganization.
    (d)  (1)  A  mutual  savings  bank  or  mutual
savings  and   loan   association   proposing   to
reorganize  [as a mutual holding company] pursuant
to sections  36a-192  to  36a-199,  inclusive,  AS
AMENDED   BY   THIS   ACT,   shall   provide   the
commissioner with  prior  written  notice  of  the
proposed  reorganization. The notice shall contain
such relevant information as the commissioner  may
require.
    (2)  Unless  the  commissioner disapproves the
formation of the proposed mutual  holding  company
within sixty days after the commissioner's receipt
of notice of the proposed  reorganization  or,  by
written notice issued within such sixty-day period
to the mutual savings bank or mutual  savings  and
loan  association proposing to reorganize, extends
for another thirty days the  period  during  which
such disapproval may be issued, [such institution]
THE MUTUAL SAVINGS BANK OR MUTUAL SAVINGS AND LOAN
ASSOCIATION  may proceed with such reorganization.
If the  commissioner  extends  the  period  during
which  such  disapproval  may be issued but within
such extension  period  does  not  disapprove  the
proposed reorganization, [of such institution into
a mutual holding company,  such  institution]  THE
MUTUAL  SAVINGS  BANK  OR  MUTUAL SAVINGS AND LOAN
ASSOCIATION   may   proceed   with   [the]    SUCH
reorganization.
    (3)   The   commissioner  may  disapprove  any
proposed mutual holding company formation only if:
(A)  The  formation of the proposed mutual holding
company would be  unfair  or  prejudicial  to  the
depositors  of  the  [institution]  MUTUAL SAVINGS
BANK  OR  MUTUAL  SAVINGS  AND  LOAN   ASSOCIATION
proposing  to  reorganize;  [as  a  mutual holding
company;] (B) the interest of the public will  not
be  served by the formation of the proposed mutual
holding company; (C) such disapproval is necessary
to  prevent  unsafe  or unsound banking practices;
(D)  the  financial  or  [management]   MANAGERIAL
resources of the [institution] MUTUAL SAVINGS BANK
OR MUTUAL SAVINGS AND LOAN  ASSOCIATION  proposing
to reorganize [as a mutual holding company] do not
warrant approval of  such  proposal;  or  (E)  the
[institution]   MUTUAL   SAVINGS  BANK  OR  MUTUAL
SAVINGS  AND   LOAN   ASSOCIATION   proposing   to
reorganize  [as a mutual holding company] fails to
furnish any information required under subdivision
(1) of this subsection.
    (4)  In  connection with the reorganization of
a mutual savings bank or mutual savings  and  loan
association  into  a  mutual holding company UNDER
SUBSECTION (a) OF THIS SECTION, the mutual holding
company  may retain assets to the extent that such
assets are not then required to be transferred  to
the  reorganized  savings  institution in order to
satisfy capital or  reserve  requirements  of  any
applicable state or federal law.
    (5)  Investment  of  the  assets  of  [the]  A
mutual holding company shall be subject  to  [(1)]
(A)  all  of the limitations not inconsistent with
sections 36a-192 to 36a-199, inclusive, AS AMENDED
BY  THIS  ACT,  and applicable to a mutual savings
bank or mutual savings and  loan  association,  as
the case may be, under the laws of this state; and
[(2)] (B)  any  limitations  of  federal  law,  in
effect from time to time, which expressly apply to
such investments when made by [(A)] (i)  a  mutual
savings   bank   or   mutual   savings   and  loan
association, or [(B)] (ii) a holding company of  a
capital   stock  savings  bank  or  capital  stock
savings and loan association, as the case may be.
    Sec.   4.   Section  36a-193  of  the  general
statutes  is  repealed  and   the   following   is
substituted in lieu thereof:
    (a)   Any   reorganized  savings  institution,
except one  organized  to  function  solely  in  a
fiduciary capacity, shall commence business with a
minimum equity capital of at  least  five  million
dollars.   Any   reorganized  savings  institution
organized  to  function  solely  in  a   fiduciary
capacity  shall  commence  business with a minimum
equity capital of at least  two  million  dollars.
Such  equity  capital  shall  be  paid for in cash
before   any   reorganized   savings   institution
commences business.
    (b)  The  mutual  savings  bank,  [or]  mutual
savings   and   loan   association   OR   NONSTOCK
CORPORATION   proposing   to  form  a  reorganized
savings institution shall submit an application to
the  commissioner  containing  such information as
the commissioner shall require and shall  execute,
acknowledge  and  file  with  the  commissioner  a
certificate of incorporation stating: (1) The name
of  the  reorganized  savings institution; (2) the
town in which the main office is to be located and
the  town's population; (3) the amount, authorized
number and par value, if any,  of  shares  of  its
capital  stock;  (4)  the minimum amount of equity
capital  with  which  such   reorganized   savings
institution  shall commence business, which amount
may be less than its authorized capital but  shall
not  be  less than that required by subsection (a)
of this section; and (5) the name, occupation, and
residence, post office or business address of each
organizer and prospective initial director of  the
reorganized  savings  institution.  The organizers
shall separately  file  with  the  commissioner  a
notice  of  the  residence  of  each organizer and
prospective  initial  director   whose   residence
address   is   not   included   in   the  proposed
certificate of incorporation.
    (c)  The  commissioner,  before approving such
application and certificate of  incorporation  and
issuing a certificate of authority, shall consider
whether: (1)  The  formation  of  the  reorganized
savings institution would be unfair or prejudicial
to the depositors of the mutual  savings  bank  or
mutual  savings  and  loan  association proposing,
DIRECTLY OR THROUGH  A  NONSTOCK  CORPORATION,  to
form the proposed reorganized savings institution;
[and to reorganize as a mutual  holding  company;]
(2)  the  interest of the public will be served by
the formation of the proposed reorganized  savings
institution; (3) the formation of such reorganized
savings institution accords with  safe  and  sound
banking  practices;  and  (4)  the  financial  and
[management]   MANAGERIAL   resources    of    the
[institution]   MUTUAL   SAVINGS  BANK  OR  MUTUAL
SAVINGS  AND   LOAN   ASSOCIATION   proposing   to
reorganize  [as  a mutual holding company] warrant
approval of such proposal.
    (d)   If   the   commissioner   approves  such
application and certificate of incorporation,  the
commissioner   shall   issue   two   copies  of  a
certificate  of  authority  to  such   reorganized
savings  institution to commence the business of a
capital  stock  savings  bank  or  capital   stock
savings  and loan association, as the case may be.
Such reorganized savings  institution  shall  file
one copy of such certificate with the Secretary of
the State and shall retain one copy.
    (e)  No  reorganized savings institution shall
commence business until its insurable accounts  or
deposits   are  insured  by  the  Federal  Deposit
Insurance Corporation or its successor agency  and
until  a  certificate of authority has been issued
and  filed  with  the  Secretary  of  the   State,
provided  the acceptance of subscriptions for such
deposits  as  may  be  necessary  to  obtain  such
insurance  of  deposits  is  not  considered to be
commencing business.
    Sec.  5.  Subsection (a) of section 36a-194 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)   Upon  the  reorganization  of  a  mutual
savings  bank   or   mutual   savings   and   loan
association   [into   a  mutual  holding  company]
PURSUANT   TO   SECTIONS   36a-192   TO   36a-199,
INCLUSIVE,   AS  AMENDED  BY  THIS  ACT,  (1)  the
resulting mutual holding  company  [continues  to]
SHALL  possess  and  may  exercise all the rights,
powers  and  privileges,   except   deposit-taking
powers,  and is subject to all the limitations not
inconsistent with  sections  36a-192  to  36a-199,
inclusive,  AS  AMENDED  BY  THIS ACT, of a mutual
savings  bank   or   mutual   savings   and   loan
association, as the case may be, under the laws of
this  state,  (2)  the  resulting  mutual  holding
company   is   subject   to  the  limitations  and
restrictions imposed on bank holding companies  by
the Bank Holding Company Act of 1956, as FROM TIME
TO  TIME   amended,   or   the   limitations   and
restrictions  imposed  on unitary savings and loan
holding companies, as defined for federal purposes
by the Home Owners' Loan Act of 1933, as FROM TIME
TO TIME amended, as the case may be,  but  is  not
authorized  to  exercise  any  rights,  powers  or
privileges granted pursuant to such acts that  are
not  also  granted pursuant to sections 36a-192 to
36a-199, inclusive, AS AMENDED BY  THIS  ACT,  and
(3)  notwithstanding  any  other provision of law,
the provisions of  the  general  statutes  prevail
over any inconsistent provision of the certificate
of incorporation of such resulting mutual  holding
company.
    Sec.  6.  Subsection (a) of section 36a-196 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)   Following   the  reorganization  of  any
mutual savings bank or  mutual  savings  and  loan
association   [into   a  mutual  holding  company]
PURSUANT   TO   SECTIONS   36a-192   TO   36a-199,
INCLUSIVE, AS AMENDED BY THIS ACT, the reorganized
savings institution of such mutual holding company
shall  not  sell or offer to sell its common stock
or securities convertible into common stock unless
each  eligible  account  holder of the reorganized
savings  institution  receives,  without  payment,
nontransferable  subscription  rights  to purchase
common stock or securities convertible into common
stock,  as  the  case  may  be, of the reorganized
savings institution  pursuant  to  a  subscription
offering:  (1)  In  which  every  eligible account
holder  may  receive   the   right,   subject   to
modification  in the event of an over-subscription
to  the  subscription  offering  by  all  eligible
account  holders,  to  purchase up to a maximum of
one-half of one per cent of the  total  number  of
the   shares   of   common   stock  or  securities
convertible into common stock, as the case may be,
being   offered   by   the   reorganized   savings
institution; (2) in which every  eligible  account
holder,   regardless   of  such  account  holder's
relationship   to    the    reorganized    savings
institution,  may  participate at the same time as
every other eligible account holder; and (3) which
offering   shall   precede  any  offering  of  the
reorganized savings institution's common stock  or
securities  convertible  into common stock, as the
case may be, to the members of the general public.
The terms of the subscription offering may provide
that any savings account with  total  balances  of
less  than  five  hundred  dollars,  or any lesser
amount as determined by the governing board of the
reorganized   savings   institution,   shall   not
constitute a qualifying deposit for  participation
in  the  subscription  offering.  Not  later  than
fifteen days from the date of  submission  to  the
commissioner  of a plan outlining the terms of the
subscription  offering,  the  reorganized  savings
institution  shall  mail  by  first  class  mail a
notice to each eligible account holder as  of  the
eligibility  record  date indicating that: (1) The
governing  board  of   the   reorganized   savings
institution  has  approved  the  sale of a certain
number of shares of  common  stock  or  securities
convertible into common stock, as the case may be;
(2)  such  eligible  account  holder  shall   have
nontransferable  rights to subscribe for shares of
the common stock or  securities  convertible  into
common   stock,   as  the  case  may  be,  of  the
reorganized savings institution; (3)  the  holders
of  capital  stock of the reorganized savings bank
shall have exclusive voting rights; (4) the  right
to   subscribe   to  shares  of  common  stock  or
securities convertible into common stock,  as  the
case  may  be,  will expire unless such rights are
exercised by the eligible  account  holder  within
the  time  period  specified in such notice, which
date shall not be less than sixty  days  from  the
date  of the submission to the commissioner of the
plan  outlining  the  terms  of  the  subscription
offering;  and  (5)  in  order  to  obtain further
information  with  respect  to  the   subscription
offering,   the   eligible  account  holder  shall
indicate such eligible account  holder's  interest
to   the   reorganized   savings   institution  by
returning a postage prepaid expression of interest
sent  by  the  reorganized savings institution not
later than the date set forth in the notice, which
date  shall  be not less than thirty days from the
date of the submission to the commissioner of  the
plan  outlining  the  terms  of  the  subscription
offering.  In  mailing  such  notice  to  eligible
account    holders,    the   reorganized   savings
institution may rely  upon  the  last-known  valid
address  of such account holder in its possession.
The reorganized savings institution shall have  no
further    obligation   to   forward   information
regarding  the  conversion  offering  to  eligible
account  holders  who  have  not  returned postage
prepaid  expressions  of  interest  or   responded
otherwise in writing to such notice.
    Sec.  7.  Subdivision (4) of subsection (a) of
section  36a-412  of  the  general   statutes   is
repealed  and the following is substituted in lieu
thereof:
    (4)  (A)  Except  as provided in this section,
any branch in this state of an out-of-state  bank,
other   than  a  federally-chartered  out-of-state
bank, may exercise all the powers possessed  by  a
Connecticut  bank and the laws of this state shall
apply to such branch to the same  extent  as  such
laws  apply to a branch of a Connecticut bank, and
such  out-of-state  bank  may  not   conduct   any
activity  at  such  branch that is not permissible
for a Connecticut bank. The following  laws  shall
not apply to such branch: Sections 36a-65, 36a-98,
36a-261, 36a-262, 36a-285 unless, at the  time  of
the  acquisition,  the acquired bank exercised the
authority granted by  such  section,  36a-738  and
36a-739.  IF  THE  COMMISSIONER  DETERMINES THAT A
BRANCH IN THIS STATE OF SUCH OUT-OF-STATE BANK  IS
BEING  OPERATED IN VIOLATION OF ANY APPLICABLE LAW
OF THIS STATE OR IN AN UNSAFE AND UNSOUND  MANNER,
THE  COMMISSIONER  MAY TAKE ANY ENFORCEMENT ACTION
AUTHORIZED   UNDER   THIS   TITLE   AGAINST   SUCH
OUT-OF-STATE  BANK  TO  THE SAME EXTENT AS IF SUCH
BRANCH WERE  A  CONNECTICUT  BANK,  PROVIDED,  THE
COMMISSIONER  SHALL  PROMPTLY  GIVE NOTICE OF SUCH
ACTION TO THE HOME STATE BANKING REGULATOR OF SUCH
OUT-OF-STATE  BANK AND, TO THE EXTENT PRACTICABLE,
SHALL CONSULT AND COOPERATE WITH SUCH REGULATOR IN
PURSUING AND RESOLVING SUCH ACTION.
    (B)  The laws of this state shall apply to any
branch in  this  state  of  a  federally-chartered
out-of-state  bank to the same extent as such laws
would apply if the branch were a federal bank. The
following  laws  shall apply to any branch in this
state of a federally-chartered  out-of-state  bank
to  the same extent as such laws apply to a branch
of a Connecticut bank: (i) Community  reinvestment
laws   including   sections   36a-30   to  36a-33,
inclusive, (ii) consumer protection laws including
sections  36a-290  to 36a-304, inclusive, 36a-306,
36a-307, 36a-315 to 36a-323, inclusive, 36a-645 to
36a-647,  inclusive,  36a-690, 36a-695 to 36a-700,
inclusive, 36a-705 to 36a-707, inclusive,  36a-715
to  36a-718,  inclusive, 36a-725, 36a-726, 36a-755
to  36a-759,  inclusive,   36a-770   to   36a-788,
inclusive,  and  36a-800  to  36a-810,  inclusive,
(iii) fair lending laws including sections 36a-16,
36a-737,  36a-740  and 36a-741, and (iv) branching
laws including sections 36a-23 and 36a-145.
    Sec.  8.  This  act shall take effect from its
passage, except that section 7 shall  take  effect
October 1, 1997.

Approved June 24, 1997