House Bill No. 5280
               House Bill No. 5280

              PUBLIC ACT NO. 98-260


AN ACT CONCERNING BANK APPLICATIONS.


    Be it enacted  by  the  Senate  and  House  of
Representatives in General Assembly convened:
    Section 1. Subsection (i) of section 36a-70 of
the general statutes,  as  amended by section 3 of
public act 97-209,  is  repealed and the following
is substituted in lieu thereof:
    (i) If the  application  is  approved  by  the
approving authority, a  temporary  certificate  of
authority, valid for  eighteen  months,  shall  be
issued  to  the  organizers  authorizing  them  to
complete the organization of the Connecticut bank.
The organizers shall  thereupon  file  one copy of
the temporary certificate  of  authority  and  one
copy of the  certificate of incorporation with the
Secretary of the  State. The [approving authority]
COMMISSIONER  may, upon  the  application  of  the
organizers   [before  the   termination   of   the
eighteen-month  period]  and   after   a   hearing
thereon, extend, for  cause,  the period for which
the temporary certificate of authority is valid.
    Sec.  2.  Section   36a-125   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) Except as  provided  in  subsection (i) of
this section, any  two  or  more Connecticut banks
may, with the  approval of the commissioner, merge
or consolidate into  a single Connecticut bank. As
used in this  section,  a  "constituent  temporary
bank" means a  constituent  Connecticut  bank that
has a temporary  certificate of authority but does
not  have a  final  certificate  of  authority  to
commence business, and  a "constituent final bank"
means a constituent  Connecticut  bank  that has a
final  certificate  of   authority   to   commence
business.  Any plan  of  merger  or  consolidation
approved by the commissioner shall specify whether
the resulting bank  shall  operate  as  a bank and
trust  company,  or  a  capital  stock  or  mutual
savings bank or savings and loan association.
    (b) The governing  board  of  each constituent
final bank and  the organizers of each constituent
temporary bank proposing  to  merge or consolidate
shall  enter  into   an  agreement,  approved  and
executed by a  majority  of the governing board or
all of the organizers, as the case may be, of each
bank, prescribing the terms and conditions of such
proposed merger or  consolidation.  Such agreement
shall   include  the   proposed   certificate   of
incorporation  of the  resulting  bank  and  shall
state the name and corporate form of the resulting
bank,  the  town  in  which  its  main  office  is
located,  the  minimum   and   maximum  number  of
directors  and  any  other  details  necessary  to
effectuate such proposed  merger or consolidation.
In the case of a capital stock resulting bank, the
agreement  shall include  the  amount  of  capital
stock with which the resulting bank shall commence
business, the number  of  shares  into  which  the
capital stock is  to  be divided and the manner of
converting the shares  of the capital stock of the
constituent banks into shares of the capital stock
of the resulting  bank  and,  if any shares of the
capital stock of  any of the constituent banks are
not to be  converted  solely  into  shares  of the
capital stock of the resulting bank, the amount of
cash,  property  or   other   securities   of  the
resulting bank or  the  shares or other securities
of any other corporation which the holders of such
shares are to  receive in exchange for or upon the
conversion of such shares, which cash, property or
other securities of  the resulting bank, or shares
or other securities  of any other corporation, may
be in addition  to or in lieu of the shares of the
resulting  bank.  In  the  case  of  a  merger  or
consolidation involving a  mutual constituent bank
and  a capital  stock  constituent  bank,  if  the
resulting  bank  is  to  be  a  mutual  bank,  the
agreement shall include  the  amount  of  cash  or
property of the  resulting  mutual  bank which the
holders  of  the   shares  of  the  capital  stock
constituent bank are  to  receive  in exchange for
such shares.
    (c)  Such  agreement   may   provide  for  the
effective  date  of   the   proposed   merger   or
consolidation, which shall not be earlier than the
filing of the  agreement  and  the  commissioner's
approval in the  office  of  the  Secretary of the
State.  If  the  agreement  does  not  provide  an
effective date, the  merger or consolidation shall
become  effective  on   the   first  business  day
following the filing of the agreement and approval
in the office  of  the  Secretary of the State. In
the case of  capital  stock constituent banks, the
merger or consolidation agreement may provide that
no new certificates  of  stock  need  be issued to
holders of stock  of  the  constituent  bank which
continues its corporate  existence  and  that  the
certificates of stock  of  any  other  constituent
bank may be deemed to be the certificates of stock
of the resulting  bank  or  any other corporation,
provided that holders  of certificates of stock of
such other constituent  bank  shall be entitled to
exchange   their   certificates   of   stock   for
certificates of stock  of  the  resulting  bank or
such other corporation.
    (d) In addition  to  the vote of the governing
board or organizers  as required by subsection (b)
of this section,  in  the  case of a capital stock
constituent   final   bank,    the    merger    or
consolidation shall be approved by the affirmative
vote of the  holders of at least two-thirds of the
issued and outstanding shares of each class of the
capital  stock.  Such   vote  shall  be  taken  at
separate meetings of  the  shareholders called for
the purpose of  considering the proposed merger or
consolidation, and not  less than ten days' notice
of the time,  place  and  purpose  of such meeting
shall be mailed  to the last-known address of each
shareholder. Any person  entitled  to notice under
this  subsection  may   waive   such   notice   in
accordance  with  section  33-700.  The  vote  may
approve the merger  or  consolidation  either upon
the  terms  of   the  agreement  as  approved  and
executed by the  governing  board or organizers or
with such additions  or  amendments  as  may be so
approved at such  shareholders'  or incorporators'
meetings of each of the constituent banks.
    (e) In the  case  of a merger or consolidation
involving at least  one  mutual  constituent bank,
after  adoption of  the  merger  or  consolidation
agreement, notice thereof  shall be published once
each week for two consecutive weeks in one or more
newspapers having a  circulation  in  the  town in
which  the  main   office   of  each  such  mutual
constituent bank is  located. Copies of the record
of the meetings  adopting  the agreement of merger
or consolidation, and  setting forth the agreement
in full, attested  by  the secretary and president
of the respective  meetings, shall be certified to
and  filed in  the  office  of  each  such  mutual
constituent  bank, there  to  remain,  subject  to
public inspection, for fifteen days.
    (f) Upon application by the constituent banks,
and upon receipt  of  a  copy  of the agreement of
merger   or  consolidation,   certified   by   the
secretaries of the  respective  constituent  final
banks  and  certified   by   the  agents  for  the
organizers of the respective constituent temporary
banks as having  been  duly approved in accordance
with [subsections (b)  and  (d)] SUBSECTION (b) of
this  section,  [and   of  notification  from  the
constituent  banks  that  all  approvals  required
under federal law,  including 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 such  merger  or  consolidation
will promote public  convenience, whether benefits
to the public  clearly  outweigh  possible adverse
effects, including, but  not  limited to, an undue
concentration of resources and decreased or unfair
competition, and whether  the  terms  thereof  are
reasonable and in  accordance  with  law and sound
public   policy.   The    commissioner,   if   the
commissioner  so  determines,  shall  approve  the
merger or consolidation.  The  commissioner  shall
not approve such  merger  or consolidation: (1) If
it involves the  acquisition of a Connecticut bank
that has not  been  in  existence and continuously
operating for at  least  five  years,  unless  the
commissioner waives this  requirement;  or  (2) if
the   resulting   bank   including   all   insured
depository institutions which  are  affiliates  of
the  resulting  bank,  upon  consummation  of  the
merger or consolidation,  would control thirty per
cent or more  of  the  total amount of deposits of
insured  depository institutions  in  this  state,
unless   the  commissioner   permits   a   greater
percentage  of such  deposits.  In  addition,  the
commissioner  shall not  approve  such  merger  or
consolidation  unless the  commissioner  considers
whether: (A) The  investment  and lending policies
of  the  constituent   banks,   or   the  proposed
investment and lending  policies  of the resulting
bank, are consistent  with  safe and sound banking
practices and will  benefit  the  economy  of this
state; (B) the  services  or  proposed services of
the resulting bank  are  consistent  with safe and
sound  banking  practices  and  will  benefit  the
economy of this  state;  (C) the constituent banks
have sufficient capital  to  ensure,  and agree to
ensure, that the  resulting  bank will comply with
applicable minimum capital  requirements;  (D) the
constituent  banks  have   sufficient   managerial
resources to operate  the resulting bank in a safe
and sound manner;  and  (E) the proposed merger or
consolidation   will  not   substantially   lessen
competition in the banking industry of this state.
The commissioner shall  not approve such merger or
consolidation unless the  commissioner  makes  the
findings required by  section  36a-34, AS AMENDED,
and, in the case of a merger or consolidation of a
mutual banking institution,  determines  that  the
interests of depositors are protected or served by
the agreement of  merger  or  consolidation. After
approval of the  merger  or  consolidation  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. THE
RESULTING BANK SHALL  NOT COMMENCE BUSINESS UNLESS
ITS INSURABLE ACCOUNTS AND DEPOSITS ARE INSURED BY
THE FEDERAL DEPOSIT  INSURANCE  CORPORATION OR ITS
SUCCESSOR AGENCY.
    (g)  Upon  the   completion  of  a  merger  or
consolidation  (1)  the  constituent  banks  shall
become a Connecticut  bank by the name provided in
the certificate of  incorporation of the resulting
bank;  (2)  the   corporate   existence   of   the
constituent banks shall be continued by and in the
resulting  bank;  (3)  the  resulting  bank  shall
possess all the  rights, privileges and franchises
of each of  the  constituent  banks  including the
authority  to exercise  fiduciary  powers  without
further  express authority  of  the  commissioner,
except that the  resulting bank shall be empowered
to exercise only those powers that are provided by
the laws of  this  state to the resulting bank and
trust company, savings  bank  or  savings and loan
association, as the  case  may  be; (4) the entire
assets, business, good will and franchises of each
of the constituent  banks  shall  be vested in the
resulting  bank  without  any  deed  or  transfer,
provided the constituent  banks  may  execute such
deeds  or instruments  of  conveyance  as  may  be
convenient to confirm  the same; (5) the resulting
bank shall assume  and  be  liable  for all debts,
accounts,  undertakings,  contractual  obligations
and liabilities of the constituent banks and shall
exercise  and  be   subject  to  all  the  duties,
relations, obligations, trusts  and liabilities of
each of the  constituent banks, whether as debtor,
depository, registrar, transfer  agent,  executor,
administrator, trustee or  otherwise, and shall be
liable to pay  and  discharge  all  such debts and
liabilities, to perform  all  such  duties  and to
administer all such  trusts in the same manner and
to the same  extent  as  if the resulting bank had
itself incurred the  obligation  or  liability  or
assumed  the duty,  relation  or  trust;  (6)  all
rights  of  creditors   and  all  liens  upon  the
property of any of such constituent banks shall be
preserved unimpaired; and  (7)  the resulting bank
shall be entitled  to  receive,  accept,  collect,
hold  and  enjoy  any  and  all  gifts,  bequests,
devises, conveyances, trusts  and  appointments in
favor of or in the name of any of such constituent
banks whether made or created to take effect prior
to or after  such merger or consolidation, and the
same shall inure  to  and  vest  in such resulting
bank. No suit,  action or other proceeding pending
at the time  of the merger or consolidation before
any  court  or  tribunal  in  which  any  of  such
constituent banks is  a  party  shall be abated or
discontinued   because   of    such    merger   or
consolidation but may  be continued and prosecuted
to final effect  by or against the resulting bank.
The resulting bank shall have the right to use the
name of any  of  the constituent banks whenever it
can do any act or discharge any duty or obligation
or  endorse  any   right   under  such  name  more
conveniently or with  greater  advantage to itself
or to any  person to whom it holds any relation of
trust or owes  any  duty  under  any  contract  or
conveyance, and no other corporation shall take or
use the name of any of such constituent banks.
    (h) Upon the effectiveness of the agreement of
merger or consolidation, the shareholders, if any,
of the constituent  banks,  except  to  the extent
that they have  received  cash,  property or other
securities of the  resulting  bank  or  shares  or
other  securities  of  any  other  corporation  in
exchange for or  upon  conversion of their shares,
shall be shareholders of a capital stock resulting
bank. Unless such  agreement  otherwise  provides,
the resulting bank may require each shareholder to
surrender such shareholder's certificates of stock
in the constituent  bank  and  in  that  event  no
shareholder,   until  such   surrender   of   that
shareholder's certificates, shall  be  entitled to
receive a certificate  of  stock  of the resulting
bank or to  vote  thereon  or to collect dividends
declared thereon, or  to receive cash, property or
other securities of  the resulting bank, or shares
or other securities  of any other corporation. Any
shareholder  of  any  such  constituent  bank  who
dissents  from  the  merger  or  consolidation  is
entitled  to  assert   dissenters'   rights  under
sections 33-855 to  33-872,  inclusive. The rights
and obligations of  the objecting shareholders and
the bank shall  be  determined  in accordance with
said  sections.  The  stock  of  a  capital  stock
resulting bank up  to  an  amount  of the combined
stock of the  constituent  banks  shall  be exempt
from any franchise tax.
    (i) A mutual  savings bank or a mutual savings
and loan association  and  a  capital  stock  bank
shall not merge  or  consolidate  if the resulting
bank is to  be  a capital stock bank, unless prior
to or as part of such merger or consolidation, the
mutual savings bank  or  mutual  savings  and loan
association first converts to a capital stock bank
in accordance with  section 36a-136, AS AMENDED BY
SECTION 4 OF  THIS  ACT, provided the commissioner
may  waive  any   of  the  provisions  of  section
36a-136, AS AMENDED  BY  SECTION 4 OF THIS ACT, if
the commissioner certifies  in  writing  that  the
protection of depositors  and  other  creditors of
one  of the  merging  or  consolidating  banks  or
associations   requires   that   the   merger   or
consolidation  proceed  without   delay.  No  such
conversion shall be required if the resulting bank
is to be a mutual savings bank or a mutual savings
and loan association.
    Sec.  3.  Section   36a-135   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  (1)  Any  mutual  savings  bank,  federal
mutual  savings  bank,  mutual  savings  and  loan
association, or federal  mutual  savings  and loan
association  may convert  into  a  mutual  savings
bank, federal mutual  savings bank, mutual savings
and loan association,  or  federal  mutual savings
and  loan  association,  in  accordance  with  the
provisions of this section and any regulations the
commissioner may adopt  in accordance with chapter
54 as are  necessary  to allow such conversions on
an equitable basis, provided this section does not
apply to the  conversion  of a mutual federal bank
into another mutual federal bank.
    (2) Any conversion  pursuant  to  this section
involving the conversion of or to a federal mutual
savings bank or  federal  mutual  savings and loan
association shall be  authorized only if permitted
by  federal  law  and  shall  be  subject  to  all
requirements prescribed by federal law.
    (3) The converting institution shall file with
the commissioner a  proposed plan of conversion, a
copy of the proposed certificate of incorporation,
and  a  certificate   by   the  secretary  of  the
converting institution that  the  proposed plan of
conversion has been  approved,  in accordance with
subdivision  (4)  of   this   subsection,  by  the
governing board, and,  in the case of a converting
savings and loan association, federal savings bank
or  federal  savings  and  loan  association,  the
depositors or members thereof.
    (4) The plan  of  conversion shall require the
approval of a  majority  of the governing board of
the  converting institution.  In  the  case  of  a
converting savings and  loan association, the plan
of conversion shall  also  require  the  favorable
vote of not  less  than  fifty-one per cent of the
votes cast by  depositors of such association at a
special   meeting   called    to   consider   such
conversion. In the  case  of  a converting federal
savings  bank  or   federal   savings   and   loan
association, the plan  of conversion shall require
any vote of  depositors  or  members prescribed by
federal law.
    (5) In the  case  of  a converting savings and
loan  association,  any   depositor   may,  within
fifteen  days  after  written  notice  given  such
depositor  of such  conversion,  signify  to  such
association, in writing,  such depositor's dissent
therefrom.  Any such  dissenting  depositor  shall
not, as a  result  of  the  conversion,  become  a
depositor of the  converted institution, and shall
be  entitled  to   receive   from   the  converted
institution the value  of such depositor's savings
account  in  the  converting  association,  to  be
ascertained by an appraisal, made as the governing
board of the  converted institution prescribes. If
the value so  fixed  is  not  satisfactory to such
depositor,  such  depositor   may  appeal  to  the
commissioner, who shall  make a reappraisal, which
is final. If  the  reappraisal  exceeds  the value
fixed  by  the   governing  board,  the  converted
institution shall pay the expenses thereof. If the
reappraisal does not exceed the value fixed by the
governing  board,  the  appellant  shall  pay  the
expenses thereof. The  value  so ascertained shall
be a debt  due  such depositor from such converted
institution.  Any  depositor   of   a   converting
association who does  not  dissent  in  accordance
with this subdivision  shall become a depositor of
the  converted  institution   and  shall  receive,
without payment, a withdrawable deposit account or
accounts in the  converted  institution  equal  in
withdrawable amount to  the  withdrawal  value  of
such depositor's deposit  account  or  accounts in
the converting association.
    [(6) The commissioner,  at  the commissioner's
discretion,  may hold  a  public  hearing  on  any
proposed  plan  of  conversion  filed  under  this
section.]
    (b) In any conversion of a mutual savings bank
or  mutual  savings  and  loan  association  to  a
federal  mutual savings  bank  or  federal  mutual
savings and loan association under this section:
    (1)   The   commissioner   shall   approve   a
conversion   under   this    subsection   if   the
commissioner   determines  that   the   converting
institution  has  complied   with  all  applicable
provisions of law.  [and that approvals needed for
deposit insurance by the Federal Deposit Insurance
Corporation  or its  successor  agency  have  been
obtained.]
    (2)  After  receipt   of   the  commissioner's
approval,   the   converting   institution   shall
promptly file such  approval with the Secretary of
the State and  with  the town clerk of the town in
which its principal  office  is located. Upon such
filing, and upon  the  receipt  of  all  necessary
approvals   required  under   federal   law,   the
converting institution shall  cease to be a mutual
savings   bank  or   mutual   savings   and   loan
association  and shall  become  a  federal  mutual
savings bank or  federal  mutual  savings and loan
association, as the  case  may  be.  THE CONVERTED
INSTITUTION SHALL NOT COMMENCE BUSINESS UNLESS ITS
INSURABLE ACCOUNTS AND DEPOSITS ARE INSURED BY THE
FEDERAL  DEPOSIT  INSURANCE   CORPORATION  OR  ITS
SUCCESSOR AGENCY.
    (c)  In  any  conversion  under  this  section
involving the conversion  to a mutual savings bank
or mutual savings and loan association:
    (1)   The   commissioner   shall   approve   a
conversion   under   this    subsection   if   the
commissioner determines that:  (A)  The converting
institution  has  complied   with  all  applicable
provisions of law;  [and that approvals needed for
deposit insurance by the Federal Deposit Insurance
Corporation  or its  successor  agency  have  been
obtained;]  (B)  the  converting  institution  has
equity  capital at  least  equal  to  the  minimum
equity capital required  for the organization of a
Connecticut bank; and  (C) the proposed conversion
will serve the public necessity and convenience.
    (2)  After  receipt   of   the  commissioner's
approval,   the   converting   institution   shall
promptly file such approval and its certificate of
incorporation with the  Secretary of the State and
with the town  clerk  of  the  town  in  which its
principal office is located. Upon such filing, the
converting institution ceases  to  be  the type of
institution from which  it converted and becomes a
mutual savings bank  or  mutual  savings  and loan
association, as the  case  may  be.  THE CONVERTED
INSTITUTION SHALL NOT COMMENCE BUSINESS UNLESS ITS
INSURABLE ACCOUNTS AND DEPOSITS ARE INSURED BY THE
FEDERAL  DEPOSIT  INSURANCE   CORPORATION  OR  ITS
SUCCESSOR  AGENCY.  Upon   such   conversion,  the
converted institution possesses all of the rights,
privileges  and  powers   granted  to  it  by  its
certificate of incorporation and by the provisions
of the general  statutes applicable to the type of
institution into which  it  converted,  and all of
the  assets,  business   and   good  will  of  the
converting  institution  are  transferred  to  and
vested in it  without  any  deed  or instrument of
conveyance provided the converting institution may
execute any deed or instrument of conveyance as is
convenient to confirm such transfer. The converted
institution  is subject  to  all  of  the  duties,
relations, obligations, trusts  and liabilities of
the  converting institution,  whether  as  debtor,
depository, registrar, transfer  agent,  executor,
administrator, trustee or otherwise, and is liable
to  pay  and   discharge   all   such   debts  and
liabilities, to perform  all  such  duties  and to
administer all such  trusts in the same manner and
to the same extent as if the converted institution
had itself incurred the obligation or liability or
assumed the duty, relation or trust. All rights of
creditors of the  converting  institution  and all
liens upon the  property  of  such institution are
preserved unimpaired and the converted institution
is entitled to  receive, accept, collect, hold and
enjoy  any  and   all  gifts,  bequests,  devises,
conveyances, trusts and  appointments  in favor of
or in the  name  of the converting institution and
whether made or created to take effect prior to or
after the conversion.
    (3) The persons  named  as  directors  in  the
certificate  of  incorporation  of  the  converted
institution shall be its directors until the first
annual election of  directors after the conversion
or  until  the   expiration   of  their  terms  as
directors,  and  have   the   power  to  take  all
necessary actions and  to  adopt bylaws concerning
the  business and  management  of  such  converted
institution.
    Sec. 4. Subsection  (j)  of section 36a-136 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (j)   The   commissioner   shall   approve   a
conversion under this  section if the commissioner
determines that: (1)  The  converting  institution
has complied with  all  applicable  provisions  of
law; (2) the  conversion  would  not result in any
reduction of the  converting  institution's amount
of  equity capital,  less  any  subordinated  debt
reorganized  as  bona   fide   capital;   (3)  the
conversion  would  not   result   in   a   taxable
reorganization of the converting institution under
the  Internal  Revenue   Code   of  1986,  or  any
subsequent corresponding internal  revenue code of
the United States,  as  from time to time amended;
[(4) approvals needed for deposit insurance by the
Federal  Deposit  Insurance   Corporation  or  its
successor agency have  been  obtained;]  and [(5)]
(4) the plan  of conversion is fair to depositors.
THE  CONVERTED  INSTITUTION   SHALL  NOT  COMMENCE
BUSINESS  UNLESS  ITS   INSURABLE   ACCOUNTS   AND
DEPOSITS  ARE  INSURED   BY  THE  FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ITS SUCCESSOR AGENCY.
    Sec.  5.  Section   36a-137   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) (1) Any  capital stock Connecticut bank or
capital stock federal  bank  may  convert into any
other capital stock  Connecticut  bank  or capital
stock  federal  bank  upon  the  approval  of  the
conversion  by  the  commissioner,  provided  this
section does not  apply  to  the  conversion  of a
capital  stock federal  bank  to  another  capital
stock  federal  bank.   The  requirements  of  the
commissioner's approval and  subdivisions  (3)  to
(6), inclusive, of this subsection do not apply to
the conversion of a capital stock Connecticut bank
into a national banking association.
    (2) Any conversion  pursuant  to  this section
involving the conversion  of or to a capital stock
federal bank shall be authorized only if permitted
by  federal  law  and  shall  be  subject  to  all
requirements prescribed by federal law.
    (3) The converting  bank  shall  file with the
commissioner a proposed plan of conversion, a copy
of the proposed certificate of incorporation and a
certificate by the  secretary  of  the  converting
bank that the  proposed  plan  of  conversion  and
proposed certificate of  incorporation  have  been
approved in accordance  with  subdivision  (4)  of
this subsection by  the  governing  board  and the
shareholders.
    (4)  The  plan   of  conversion  and  proposed
certificate  of incorporation  shall  require  the
approval of a  majority  of the governing board of
the  converting  bank   and,  in  the  case  of  a
converting Connecticut bank, the favorable vote of
not less than  two-thirds  of  the holders of each
class  of the  bank's  capital  stock  cast  at  a
meeting called to consider such conversion. In the
case of a  converting  federal  bank,  the plan of
conversion shall require  any vote of shareholders
prescribed by federal law.
    (5)   Any   shareholder    of   a   converting
Connecticut bank who, on or before the date of the
shareholders' meeting to  vote on such conversion,
objects to the  conversion  by  filing  a  written
objection with the  secretary  of  the  bank  may,
within ten days  after  the effective date of such
conversion, make written demand upon the converted
bank for payment  of such shareholder's stock; and
thereafter such shareholder's  rights shall be the
same as those  of  a shareholder who dissents from
the  merger  of   two   or   more   capital  stock
Connecticut banks.
    [(6) The commissioner,  in  the commissioner's
discretion,  may hold  a  public  hearing  on  any
proposed plan of conversion under this section.]
    (b) In any  conversion under this section of a
Connecticut capital stock  bank to a capital stock
federal  bank  other   than   a  national  banking
association:
    (1)   The   commissioner   shall   approve   a
conversion   under   this    subsection   if   the
commissioner determines that  the  converting bank
has complied with  all  applicable  provisions  of
law. [, and  that  approvals  needed  for  deposit
insurance  by  the   Federal   Deposit   Insurance
Corporation  or its  successor  agency  have  been
obtained.]
    (2)  After  receipt   of   the  commissioner's
approval, the converting  bank shall promptly file
the approval with  the  Secretary of the State and
with the town  clerk  of  the  town  in  which its
principal office is located. Upon filing, and upon
the receipt of  all  necessary  approvals required
under federal law,  the  converting bank ceases to
be a capital  stock Connecticut bank and becomes a
capital stock federal  bank.  THE  CONVERTED  BANK
SHALL NOT COMMENCE  BUSINESS  UNLESS ITS INSURABLE
ACCOUNTS AND DEPOSITS  ARE  INSURED BY THE FEDERAL
DEPOSIT  INSURANCE CORPORATION  OR  ITS  SUCCESSOR
AGENCY.
    (c)  In  any  conversion  under  this  section
involving  the  conversion   to  a  capital  stock
Connecticut bank:
    (1)   The   commissioner   shall   approve   a
conversion   under   this    subsection   if   the
commissioner determines that:  (A)  The converting
bank has complied  with  all applicable provisions
of law; [,  and  that approvals needed for deposit
insurance  by  the   Federal   Deposit   Insurance
Corporation  or its  successor  agency  have  been
obtained;]  (B) the  converting  bank  has  equity
capital  at least  equal  to  the  minimum  equity
capital  for the  organization  of  a  Connecticut
bank; and (C)  the  proposed conversion will serve
public necessity and convenience.
    (2)  After  receipt   of   the  commissioner's
approval, the converting  bank shall promptly file
such approval and its certificate of incorporation
with the Secretary  of the State and with the town
clerk of the town in which its principal office is
located. Upon such  filing,  the  converting  bank
shall cease to  be  the type of bank from which it
converted  and  shall  become  a  bank  and  trust
company, capital stock  savings  bank  or  capital
stock savings and  loan  association,  as the case
may be. THE  CONVERTED  CONNECTICUT BANK SHALL NOT
COMMENCE BUSINESS UNLESS  ITS  INSURABLE  ACCOUNTS
AND DEPOSITS ARE  INSURED  BY  THE FEDERAL DEPOSIT
INSURANCE  CORPORATION OR  ITS  SUCCESSOR  AGENCY.
Upon such conversion,  the  converted  Connecticut
bank possesses all  of  the rights, privileges and
powers  granted  to   it  by  its  certificate  of
incorporation and by the provisions of the general
statutes applicable to  the  type  of  Connecticut
bank into which  it  converted,  and  all  of  the
assets, business and  good  will of the converting
bank are transferred  to  and vested in it without
any deed or instrument of conveyance, provided the
converting bank may execute any deed or instrument
of conveyance as  is  convenient  to  confirm such
transfer.  The  converted   Connecticut   bank  is
subject  to  all   of   the   duties,   relations,
obligations,  trusts  and   liabilities   of   the
converting bank, whether  as  debtor,  depository,
registrar,      transfer     agent,      executor,
administrator, trustee or otherwise, and is liable
to  pay  and   discharge   all   such   debts  and
liabilities, to perform  all  such  duties  and to
administer all such  trusts in the same manner and
to the same extent as if the converted Connecticut
bank  had  itself   incurred   the  obligation  or
liability or assumed  the duty, relation or trust.
All rights of creditors of the converting bank and
all liens upon  the  property  of  such  bank  are
preserved unimpaired and the converted Connecticut
bank is entitled to receive, accept, collect, hold
and enjoy any  and  all  gifts, bequests, devises,
conveyances, trusts and  appointments  in favor of
or in the  name of the converting bank and whether
made or created  to  take effect prior to or after
the conversion.
    (3) The persons  named  as  directors  in  the
certificate   of  incorporation   shall   be   the
directors of the  converted Connecticut bank until
the first annual  election  of directors after the
conversion or until  the expiration of their terms
as directors, and shall have the power to take all
necessary actions and  to  adopt bylaws concerning
the business and  management  of  such Connecticut
bank.
    (4) No such  converted  Connecticut bank shall
exercise any of  the  fiduciary  powers granted to
Connecticut banks by  law  until express authority
therefor  has  been  given  by  the  commissioner,
unless such powers  were  legally exercised by the
bank at the time of conversion.
    (5) The franchise  tax  required to be paid by
capital stock Connecticut  banks on an increase of
capital stock shall be paid upon the capital stock
of any such  converted Connecticut bank converting
from a capital  stock  federal  bank,  the  amount
subject to such  tax to be determined by deducting
from the entire  amount  of such stock, the amount
of the capital  stock of the capital stock federal
bank upon which  such  tax  was  paid  during  its
existence as a  capital stock Connecticut bank, if
such  capital  stock   federal   bank   came  into
existence by virtue  of  conversion from a capital
stock Connecticut bank  or  by virtue of merger or
consolidation of a  capital stock Connecticut bank
with a capital stock federal bank.
    (d)   Notwithstanding   the    provisions   of
subsection (a) of  this  section,  no  reorganized
savings  institution  shall   have  the  power  to
convert into a  bank  and  trust  company, capital
stock savings bank  or  capital  stock savings and
loan association, as the case may be.
    Sec. 6. Subsection  (c)  of section 36a-138 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c)   The   commissioner   shall   approve   a
conversion under this  section if the commissioner
determines that: (1)  The  converting  institution
has complied with  all  applicable  provisions  of
law;  [and  that   approvals  needed  for  deposit
insurance  by  the   Federal   Deposit   Insurance
Corporation  or its  successor  agency  have  been
obtained;] (2) the  proposed conversion will serve
public necessity and  convenience;  and (3) in the
case of a  conversion  to a mutual savings bank or
mutual   savings   and   loan   association,   the
converting institution has equity capital at least
equal to the  minimum  equity capital required for
the  organization  of   a  Connecticut  bank.  THE
CONVERTED INSTITUTION SHALL  NOT COMMENCE BUSINESS
UNLESS ITS INSURABLE  ACCOUNTS  AND  DEPOSITS  ARE
INSURED   BY   THE   FEDERAL   DEPOSIT   INSURANCE
CORPORATION OR ITS SUCCESSOR AGENCY.
    Sec.  7.  Section   36a-185   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) The offer,  invitation, request, agreement
or acquisition referred  to in section 36a-184 may
be made unless  the  commissioner  disapproves  it
within sixty days  after the acquisition statement
has been filed  with  the  commissioner, or unless
within the first  thirty  days  of such sixty days
the commissioner calls  a  public  hearing  [. The
commissioner  may  call  such  a  hearing  in  the
commissioner's discretion and  shall  call  such a
hearing if the  bank  or  holding company named in
the acquisition statement:
    (1)  Files with  the  commissioner  a  written
request for a  hearing  no later than fifteen days
after the filing  with  the  commissioner,  or the
receipt by the  bank  or  holding  company, of the
acquisition statement, whichever is later; and
    (2)  With  such   written   request,  files  a
statement of issues  of  fact  which,  if  proved,
would constitute grounds  for  the  commissioner's
disapproval under subsection  (d) of this section.
Such hearing shall  be  called  to commence within
sixty  days  of  the  filing  of  the  acquisition
statement] IN ACCORDANCE  WITH  SECTION 11 OF THIS
ACT. The offer,  invitation, request, agreement or
acquisition may be made prior to the expiration of
the   sixty-day   disapproval    period   if   the
commissioner   issues  written   notice   of   the
commissioner's  intent  not   to   disapprove  the
action.
    [(b) The commissioner shall give not less than
fifteen days' notice  of the public hearing to the
person filing the acquisition statement and to the
bank  or  holding   company  referred  to  in  the
acquisition statement. The  commissioner may give,
or  may  require   that   the  person  filing  the
acquisition statement give,  not less than fifteen
days' notice of the hearing to the shareholders of
such  bank  or  holding  company  and  such  other
interested persons as  may  be  designated  by the
commissioner to receive notice, in a form approved
by the commissioner.  The commissioner may, in the
commissioner's discretion, require  that a copy of
the acquisition statement  accompany the notice to
the shareholders of  such bank or holding company.
If the hearing  was requested by the person filing
the  acquisition  statement,  the  notice  to  the
shareholders of such bank or holding company and a
copy of the  acquisition statement, if required by
the commissioner, shall  be mailed to them by such
bank or holding  company  at  the  expense  of the
person filing the statement.
    (c) Any such  hearing  shall  be  conducted in
accordance with chapter 54.
    (d)   The   commissioner    shall    make    a
determination as promptly as practicable after the
conclusion  of  such  hearing.  The  determination
shall   state   either   that   the   commissioner
disapproves   the  offer,   invitation,   request,
agreement or acquisition  or that the commissioner
does not disapprove it.]
    (b) The commissioner  may  disapprove any such
offer,   invitation,   request,    agreement    or
acquisition if the commissioner finds that:
    (1) Upon completion  of  the  acquisition, the
bank  referred to  in  the  acquisition  statement
would be unable  to  satisfy  the requirements for
the issuance of  a certificate of incorporation or
a  certificate  of   authority  to  carry  on  the
business of banking  to the same extent and in the
same manner as  it was authorized to carry on such
business immediately prior to the acquisition;
    (2) The financial  condition  of the acquiring
person might jeopardize the financial stability of
such bank or  holding  company,  or  prejudice the
interests of depositors  or security holders whose
securities will not  be  acquired by the acquiring
person;
    (3) If a  tender  offer  or  exchange offer is
contemplated, its terms are unfair and inequitable
to the security  holders  of  such bank or holding
company;
    (4) The plans or proposals which the acquiring
person  has to  liquidate  such  bank  or  holding
company,  to  sell  its  assets  or  to  merge  or
consolidate it with  any  person,  or  to make any
other material change in its business or corporate
structure or management, are unfair or prejudicial
to depositors or  to security holders of such bank
or holding company;
    (5) The competence,  experience  and integrity
of the acquiring person are such that it would not
be in the  interest  of  the  depositors or of the
security holders of  such  bank or holding company
or in the public interest for such offer, request,
invitation, agreement or  acquisition  to be made;
or
    (6) The benefits  to  the  public  are clearly
outweighed  by  the   possible   adverse  effects,
including,   but  not   limited   to,   an   undue
concentration of resources and decreased or unfair
competition.
    [(e)] (c) The  commissioner  shall  disapprove
such  offer,  invitation,  request,  agreement  or
acquisition if: (1) It involves the acquisition of
the voting securities  or  securities  convertible
into voting securities of a bank that has not been
in existence and  continuously  operating  for  at
least  five  years,  or  a  holding  company,  the
subsidiary  banks  of   which  have  not  been  in
existence and continuously  operating for at least
five years, unless  the  commissioner  waives this
requirement or (2) the acquiring person, including
all  insured  depository  institutions  which  are
affiliates of the person, upon consummation of the
acquisition, would control thirty per cent or more
of  the  total   amount  of  deposits  of  insured
depository institutions in  this state, unless the
commissioner permits a  greater percentage of such
deposits.   In   making   the   determination   to
disapprove  or  not   to  disapprove  such  offer,
invitation, request, agreement or acquisition, the
commissioner  shall  consider   whether:  (A)  The
investment  and  lending   policies  of  the  bank
referred  to  in  the  acquisition  statement  are
consistent with safe  and  sound banking practices
and will benefit  the  economy  of this state; (B)
the services or  proposed  services  of  the  bank
referred  to  in  the  acquisition  statement  are
consistent with safe  and  sound banking practices
and will benefit  the  economy  of this state; (C)
the proposed acquisition  will  not  substantially
lessen competition in the banking industry of this
state;  and (D)  the  acquiring  person,  if  such
person   would  be   the   beneficial   owner   of
twenty-five per cent  or  more  of  any  class  of
voting securities of  the  bank or holding company
referred to in  the acquisition statement, (i) has
sufficient  capital  to   ensure,  and  agrees  to
ensure,  that  the   bank   referred   to  in  the
acquisition statement will  comply with applicable
minimum  capital  requirements,   and   (ii)   has
sufficient  managerial resources  to  operate  the
bank  or  holding   company  referred  to  in  the
acquisition statement in  a safe and sound manner.
The  commissioner  shall  disapprove  such  offer,
invitation,  request,  agreement   or  acquisition
unless  the commissioner  can  make  the  findings
required by section 36a-34, AS AMENDED.
    Sec. 8. Subsection  (b)  of section 36a-192 of
the general statutes,  as  amended by section 3 of
public act 97-223,  is  repealed and the following
is substituted in lieu thereof:
    (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]  PUBLIC ACT
97-223, 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]
PUBLIC  ACT  97-223;  (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, AS AMENDED
BY SECTION 2  OF THIS ACT, except that subsections
(e), (f) and (i) of section 36a-125, AS AMENDED BY
SECTION 2 OF THIS ACT, 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.
    Sec. 9. Section  4  of  public  act  97-209 is
repealed and the  following is substituted in lieu
thereof:
    (a) Any community  bank  organized pursuant to
subsection (r) of  section  36a-70  of the general
statutes, as amended  by  section  3 of [this act]
PUBLIC ACT 97-209,  may,  upon the approval of the
commissioner,  expand  its   powers   and  operate
without the limitations  provided  in  subdivision
(3) of subsection  (r)  of  section  36a-70 of the
general statutes, as amended by section 3 of [this
act] PUBLIC ACT 97-209.
    (b) A community  bank  that proposes to expand
its powers shall  file  with  the  commissioner  a
proposed plan of expansion, a copy of the proposed
certificate of incorporation  and a certificate by
the  secretary of  the  community  bank  that  the
proposed   plan   of    expansion   and   proposed
certificate of incorporation have been approved in
accordance with subsection (c) of this section.
    (c)  The  proposed   plan   of  expansion  and
proposed   certificate  of   incorporation   shall
require  the  approval   of   a  majority  of  the
governing board of  the  community  bank  and  the
favorable vote of  not less than two-thirds of the
holders of each class of the bank's capital stock,
if any, or,  in  the  case  of  a mutual community
bank, the corporators  thereof,  cast at a meeting
called to consider such expansion.
    (d)  Any  shareholder   of   a  capital  stock
community bank that  proposes to expand its powers
who, on or  before  the  date of the shareholders'
meeting to vote  on such expansion, objects to the
expansion by filing  a  written objection with the
secretary of such  bank may, within ten days after
the effective date of such expansion, make written
demand  upon  the   bank   for   payment  of  such
shareholder's  stock. Any  such  shareholder  that
makes such objection  and  demand  shall  have the
same rights as those of a shareholder who dissents
from the merger  of  two  or  more  capital  stock
Connecticut banks.
    [(e) The commissioner,  in  the commissioner's
discretion,  may hold  a  public  hearing  on  any
proposed plan of expansion under this section.]
    [(f)] (e) The  commissioner  shall  approve an
expansion of powers  under  this  section  if  the
commissioner determines that:  (1)  The  community
bank has complied  with  all applicable provisions
of  law;  [and   approvals   needed   for  deposit
insurance  by  the   Federal   Deposit   Insurance
Corporation  or its  successor  agency  have  been
obtained;]  (2)  the  community  bank  has  equity
capital of at  least five million dollars; (3) the
community bank has  received  satisfactory ratings
on its most  recent  state  or  federal safety and
soundness examination and  Community  Reinvestment
Act examination; and (4) the proposed expansion of
powers  will  serve   the   public  necessity  and
convenience.
    [(g)] (f) After  receipt of the commissioner's
approval, the community  bank  shall promptly file
such approval and its certificate of incorporation
with the Secretary  of the State and with the town
clerk of the town in which its principal office is
located. Upon such filing, the bank shall cease to
be a community  bank  subject  to  the limitations
provided in subdivision  (3)  of subsection (r) of
section 36a-70 of the general statutes, as amended
by section 3  of [this act] PUBLIC ACT 97-209, and
shall  be a  Connecticut  bank  possessed  of  all
rights, privileges and powers granted to it by its
certificate of incorporation and by the provisions
of the general  statutes applicable to its type of
Connecticut bank, and  all of the assets, business
and good will  of  the  community  bank  shall  be
transferred to and vested in such Connecticut bank
without  any deed  or  instrument  of  conveyance,
provided the Connecticut bank may execute any deed
or instrument of  conveyance  as  is convenient to
confirm such transfer. Such Connecticut bank shall
be  subject  to  all  of  the  duties,  relations,
obligations,  trusts  and   liabilities   of   the
community  bank, whether  as  debtor,  depository,
registrar, transfer agent, executor, administrator
or otherwise, and  shall  be  liable  to  pay  and
discharge  all  such  debts  and  liabilities,  to
perform all such  duties in the same manner and to
the same extent  as  if  the  Connecticut bank had
itself incurred the  obligation  or  liability  or
assumed  the  duty  or  relation.  All  rights  of
creditors of the  predecessor  community  bank and
all liens upon  the property of such bank shall be
preserved  unimpaired  and  the  Connecticut  bank
shall be entitled  to  receive,  accept,  collect,
hold  and  enjoy  any  and  all  gifts,  bequests,
devises, conveyances, trusts  and  appointments in
favor of or  in the name of the community bank and
whether made or created to take effect prior to or
after the expansion of powers.
    [(h)] (g) The  persons  named  as directors in
the  certificate of  incorporation  shall  be  the
directors of such Connecticut bank until the first
annual election of  directors  after the expansion
of powers or  until  the expiration of their terms
as directors, and shall have the power to take all
necessary actions and  to  adopt bylaws concerning
the business and  management  of  such Connecticut
bank.
    [(i)]  (h)  No   such   Connecticut  bank  may
exercise any of  the  fiduciary  powers granted to
Connecticut banks by  law  until express authority
therefor  has  been  given  by  the  commissioner,
unless such authority  was  previously  granted to
the predecessor community bank.
    [(j)] (i) The  franchise  tax  required  to be
paid by capital  stock  Connecticut  banks upon an
increase of capital  stock  shall be paid upon the
capital  stock  of   any  such  Connecticut  bank,
provided,   any  franchise   tax   paid   by   the
predecessor  community bank  shall  be  subtracted
from any amount owed under this subsection.
    Sec. 10. Section  5  of  public  act 97-209 is
repealed and the  following is substituted in lieu
thereof:
    (a)  (1)  Any   Connecticut  credit  union  or
federal credit union  may  convert  into  a mutual
savings   bank,  a   mutual   savings   and   loan
association,  or  a   mutual  community  bank,  as
defined in subsection (r) of section 36a-70 of the
general statutes, as amended by section 3 of [this
act] PUBLIC ACT  97-209,  in  accordance  with the
provisions of this section.
    (2) Any conversion  of  a federal credit union
pursuant to this  section shall be authorized only
if permitted by  federal  law and shall be subject
to all requirements prescribed by federal law.
    (3) The converting  credit  union  shall  file
with the commissioner:  (A)  A  proposed  plan  of
conversion which shall  include  current financial
reports,  current  delinquent  loan  schedules,  a
combined  financial  report   if   applicable,   a
proposed  business plan,  a  three-year  financial
forecast prepared by a certified public accounting
firm or other  professional  firm  approved by the
commissioner, analyses of the regulatory effect of
the conversion brought  about  by  a change in the
regulator, a method  and  schedule for terminating
any  nonconforming activities  that  would  result
from such conversion,  and  a  provision requiring
that for a  period of at least two years after the
effective date of  the  conversion,  the converted
mutual Connecticut bank  shall not pay any fees or
expenses  to  directors   nor   enter   into   any
agreements with directors  or  their affiliates to
provide any products  or services to the converted
mutual  Connecticut  bank;   (B)  a  copy  of  the
proposed certificate of incorporation and proposed
bylaws; and (C)  a certificate by the secretary of
the  converting credit  union  that  the  proposed
conversion  has been  approved  by  the  governing
board  and  the   members,   in   accordance  with
subdivision (4) of  this subsection in the case of
a  converting Connecticut  credit  union,  and  in
accordance with federal  law  in  the  case  of  a
converting federal credit union.
    (4) In the  case  of  a converting Connecticut
credit union, the plan of conversion shall require
the approval of a majority of the governing board.
After  approving  the   plan  of  conversion,  the
governing  board  of  the  converting  Connecticut
credit union shall  establish the date and time of
a regular or  special  meeting of members for vote
on the proposal.  Written notice of the meeting at
which the proposal  is  to  be considered together
with a mail  ballot  and  a  disclosure  statement
shall be hand-delivered  or mailed to each member,
at such member's  last-known  address  as shown on
the records of  the  converting Connecticut credit
union, not more  than  thirty  days  nor less than
fourteen days prior  to  the  date of the meeting.
The notice, disclosure  statement  and mail ballot
shall comply with  the  requirements of Appendix A
to 12 CFR Part 708a, as from time to time amended,
and shall be  submitted  to  the  commissioner for
approval prior to  distribution  to  members. Each
member of the  converting Connecticut credit union
may cast one vote on the proposal. The affirmative
vote of two-thirds  of  all  the  members  voting,
including those votes  cast  in  person  and those
ballots properly completed  and  received  by  the
converting Connecticut credit  union  prior to the
time  of  the   meeting,  shall  be  required  for
approval of the conversion.
    [(b) The commissioner,  in  the commissioner's
discretion,  may hold  a  public  hearing  on  any
proposed  plan  of  conversion  filed  under  this
section.]
    [(c)] (b) The  commissioner  shall not approve
the conversion unless  the  commissioner makes the
considerations,   determinations   and    findings
required by subsections  [(d),  (e)  and (f)] (c),
(d) AND (e) of this section.
    [(d)] (c) The  commissioner  shall not approve
the conversion unless  the  commissioner considers
the following factors:  (1)  The population of the
area  to  be   served   by   the  proposed  mutual
Connecticut bank; (2)  the  adequacy  of  existing
banking facilities in the area to be served by the
proposed  mutual Connecticut  bank;  and  (3)  the
character and experience of the proposed directors
and officers.
    [(e)] (d) The  commissioner  shall not approve
the conversion unless  the commissioner determines
that: (1) The converting credit union has complied
with all applicable  provisions  of  law;  (2) the
converting  credit union  has  equity  capital  at
least equal to the minimum equity capital required
for  the  organization   of  the  type  of  mutual
Connecticut bank to  which  it  is converting; (3)
the  proposed conversion  will  serve  the  public
necessity and convenience;  (4)  conditions in the
locality in which  the proposed mutual Connecticut
bank  will  transact  business  afford  reasonable
promise  of  successful  operation;  and  (5)  the
proposed directors and  executive officers possess
capacity   and  fitness   for   the   duties   and
responsibilities with which  they will be charged.
If the commissioner cannot make such determination
with respect to  any  such  proposed  director  or
proposed executive officer,  the  commissioner may
refuse to allow such proposed director or proposed
executive officer to serve in such capacity in the
proposed mutual Connecticut  bank. As used in this
subsection,   "executive  officer"   means   every
officer of the  proposed  mutual  Connecticut bank
who participates or  has authority to participate,
other than in the capacity of a director, in major
policy-making  functions of  the  proposed  mutual
Connecticut  bank,  regardless   of  whether  such
officer has an  official  title  or  whether  such
officer's   title  contains   a   designation   of
assistant or whether  such  officer serves without
salary or other  compensation. The vice president,
the  chief  financial   officer,   secretary   and
treasurer of the  proposed mutual Connecticut bank
are presumed to  be executive officers, unless, by
resolution  of  the  governing  board  or  by  the
proposed  mutual Connecticut  bank's  bylaws,  any
such officer is  excluded  from  participation  in
major policy-making functions,  other  than in the
capacity of a  director  of  the  proposed  mutual
Connecticut  bank,  and   such  officer  does  not
actually   participate  in   major   policy-making
functions.
    [(f)] (e) The  commissioner  shall not approve
the conversion unless  the commissioner finds that
the proposed mutual  Connecticut bank will provide
adequate services to meet the banking needs of all
community    residents,    including    low-income
residents   and   moderate-income   residents   in
accordance with a plan submitted by the converting
credit union to the commissioner, in such form and
containing such information  as  the  commissioner
may require. Upon  receiving  any  such  plan, the
commissioner shall make  the  plan  available  for
public inspection and comment at the Department of
Banking and cause  notice  of  its  submission and
availability  for inspection  and  comment  to  be
published  in the  department's  weekly  bulletin.
With  the concurrence  of  the  commissioner,  the
converting credit union shall publish, in the form
of a legal  advertisement  in a newspaper having a
substantial circulation in  the  area,  notice  of
such plan's submission and availability for public
inspection and comment.  The  notice  shall  state
that the inspection  and  comment period will last
for a period  of  thirty  days  from  the  date of
publication. The commissioner  shall not make such
finding until the  expiration  of  such thirty-day
period. In making  such  finding, the commissioner
shall consider, among  other  factors, whether the
plan identifies specific unmet credit and consumer
banking needs in the local community and specifies
how such needs  will  be  satisfied,  provides for
sufficient distribution of  banking services among
branches or satellite devices, or both, located in
low-income   neighborhoods,   contains    adequate
assurances that banking  services  will be offered
on a nondiscriminatory  basis  and  demonstrates a
commitment to extend  credit  for  housing,  small
business  and  consumer   purposes  in  low-income
neighborhoods.
    [(g)] (f) If the conversion is approved by the
commissioner   and   the   commissioner   receives
notification from the converting credit union that
all   approvals  required   under   federal   law,
including approvals needed  for  deposit 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, a certificate  of  authority  to commence
business  shall be  issued  by  the  commissioner.
After receipt of the certificate of authority, the
converting credit union  shall  promptly file such
certificate of authority  and  its  certificate of
incorporation with the  Secretary of the State and
with the town  clerk  of  the  town  in  which its
principal office is located. Upon such filing, the
license  of  the  converting  credit  union  shall
automatically  lapse  and  the  converting  credit
union shall cease  to  be a credit union and shall
become a mutual  savings  bank, mutual savings and
loan association or  mutual community bank, as the
case may be.  Upon  such conversion, the converted
mutual Connecticut bank  shall  possess all of the
rights, privileges and powers granted to it by its
certificate of incorporation and by the provisions
of the general  statutes applicable to the type of
institution into which  it  converted,  and all of
the assets and  business  of the converting credit
union shall be  transferred  to  and  vested in it
without  any deed  or  instrument  of  conveyance,
provided the converting  credit  union may execute
any  deed  or   instrument  of  conveyance  as  is
convenient to confirm such transfer. The converted
mutual Connecticut bank shall be subject to all of
the duties, relations, obligations and liabilities
of the converting credit union, whether as debtor,
depository or otherwise,  and  shall  be liable to
pay and discharge  all such debts and liabilities,
to perform all  such duties in the same manner and
to the same  extent  as  if  the  converted mutual
Connecticut   bank   had   itself   incurred   the
obligation or liability  or  assumed  the  duty or
relation.  All  rights   of   creditors   of   the
converting credit union  and  all  liens  upon the
property of such  credit  union shall be preserved
unimpaired and the  converted  mutual  Connecticut
bank  shall  be   entitled   to  receive,  accept,
collect,  hold  and   enjoy  any  and  all  gifts,
bequests, devises, conveyances and appointments in
favor of or  in  the name of the converting credit
union and whether  made  or created to take effect
prior to or after the conversion.
    [(h)]  (g)  Within   ninety   days  after  the
conversion, the converted  mutual Connecticut bank
shall  record  a   certificate,   signed   by  the
secretary  and  stating  that  the  conversion  is
effective, in the office of the town clerk in each
town in this  state  where  the  converted  mutual
Connecticut bank owns real property.
    [(i)]  (h) The  converted  mutual  Connecticut
bank may not  exercise any of the fiduciary powers
granted to Connecticut  banks by law until express
authority  therefor  has   been   given   by   the
commissioner.
    [(j)]  (i) The  converted  mutual  Connecticut
bank may not convert to a capital stock bank for a
period of three  years  following  the date of the
conversion  from a  Connecticut  credit  union  or
federal credit union  to  a  mutual  savings bank,
mutual  savings and  loan  association  or  mutual
community bank, as the case may be.
    Sec.  11.  (NEW)   (a)   The  Commissioner  of
Banking,  in the  commissioner's  discretion,  may
hold a hearing  in connection with any application
filed with the  commissioner  and  otherwise, with
respect to any  matter  within  the commissioner's
jurisdiction, as the  commissioner  may determine.
In the case  of an acquisition pursuant to section
36a-184 of the  general statutes, the commissioner
shall call such  a  hearing if the bank or holding
company named in the acquisition statement:
    (1)  Files with  the  commissioner  a  written
request for a  hearing not later than fifteen days
after the acquisition  statement is filed with the
commissioner  or  the   acquisition  statement  is
received by the bank or holding company, whichever
is later; and
    (2)  With  such   written   request,  files  a
statement of issues  of  fact  which,  if  proved,
would constitute grounds  for  the  commissioner's
disapproval  under  subsection   (b)   of  section
36a-185 of the  general  statutes,  as  amended by
section 5 of  this  act.  Such  hearing  shall  be
called to commence not later than sixty days after
the filing of the acquisition statement.
    (b) The commissioner  shall give not less than
fifteen days' notice of hearing held in connection
with an acquisition pursuant to section 36a-184 of
the general statutes  to  the  person  filing  the
acquisition statement and  to  the bank or holding
company referred to  in the acquisition statement.
The commissioner may give, or may require that the
person filing the  acquisition statement give, not
less than fifteen  days'  notice of the hearing to
the shareholders of  such  bank or holding company
and  such  other  interested  persons  as  may  be
designated by the  commissioner to receive notice.
Any  such  notice   to   shareholders   and  other
interested persons shall  be in a form approved by
the commissioner. The  commissioner  may,  in  the
commissioner's discretion, require  that a copy of
the acquisition statement  accompany the notice to
the shareholders of  such bank or holding company.
If the hearing  was requested by the person filing
the  acquisition  statement,  the  notice  to  the
shareholders of such bank or holding company and a
copy of the  acquisition statement, if required by
the  commissioner,  shall   be   mailed   to   the
shareholders by such  bank  or  holding company at
the expense of  the  person  filing the statement.
The commissioner shall  make  a  determination  as
promptly as practicable  after  the  conclusion of
such hearing. The determination shall state either
that  the  commissioner   disapproves  the  offer,
invitation, request, agreement  or  acquisition or
that the commissioner does not disapprove it.
    (c) Any hearing  held under this section shall
be conducted in  accordance with chapter 54 of the
general statutes.

Approved June 8, 1998